10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, 2011

OR

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

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

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

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

Securities Registered Pursuant to Section 12(b) of the Act

Title of each class	Name of each exchange                  on which registered
Common Stock ($1.00 par value)	New York Stock Exchange, Inc.

Securities registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  þ    No  ¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ¨    No  þ

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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  þ    No  ¨

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  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

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 ¨	Non-accelerated filer ¨	Smaller reporting company ¨
	(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  ¨    No  þ

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2011) was $2,732.2 million.

At January 31, 2012 the number of shares of common stock outstanding was 80,202,358.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive 2012 Proxy Statement.

TRINITY INDUSTRIES, INC.

FORM 10-K

TABLE OF CONTENTS

	Caption	Page
	PART I		3
Item 1.	Business		3
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		16
Item 2.	Properties		17
Item 3.	Legal Proceedings		17
Item 4.	Mine Safety Disclosures		17
	PART II		17
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
Item 6.	Selected Financial Data		20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		41
Item 8.	Financial Statements and Supplementary Data		42
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		83
Item 9A.	Controls and Procedures		83
Item 9B.	Other Information		83
	PART III		84
Item 10.	Directors, Executive Officers and Corporate Governance		84
Item 11.	Executive Compensation		84
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		85
Item 13.	Certain Relationships and Related Transactions, and Director Independence		85
Item 14.	Principal Accountant Fees and Services		85
	PART IV		86
Item 15.	Exhibits and Financial Statement Schedules		86

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PART I

Item 1. Business.

General Development of Business. Trinity Industries, Inc. and its consolidated subsidiaries, (“Trinity”, “Company”, “we”, or “our”) headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity was incorporated in 1933.

Trinity became a Delaware Corporation in 1987. Our principal executive offices are located at 2525 Stemmons Freeway, Dallas, Texas 75207-2401, our telephone number is 214-631-4420, and our Internet website address is www.trin.net.

Financial Information About Industry Segments. Financial information about our industry segments for the years ended December 31, 2011, 2010 and 2009 is presented in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Narrative Description of Business. As a multi-industry company, we manufacture and sell a variety of products through a number of product lines as follows:

• Railcars and railcar parts in addition to leasing railcars to our customers through our integrated business model, which includes a captive leasing business, Trinity Industries Leasing Company (“TILC”).

• Inland barges

• Structural wind towers

• Highway products

• Concrete and aggregates

• Tank containers

• Steel parts and components.

We serve our customers through the following five business groups:

Rail Group. Through wholly-owned subsidiaries, our Rail Group is a leading manufacturer of freight railcars and tank cars in North America (“Trinity Rail Group” or “Rail Group”). Through our manufacturing facilities in the United States and Mexico, we provide a full complement of railcars used for transporting a wide variety of liquids, gases, and dry cargo.

Trinity Rail Group offers a complete array of railcar solutions to our customers. We manufacture a full line of railcars, including:

• Auto Carrier Cars — Auto carrier cars transport automobiles and a variety of other vehicles.

• Box Cars — Box cars transport products such as food products, auto parts, wood products, and paper.

• Gondola Cars — Rotary gondola cars are primarily used for coal service. Top-loading gondola cars transport a variety of other heavy bulk commodities such as scrap metals and steel products.

• Hopper Cars — Covered hopper cars carry cargo such as grain, distillers dried grain, dry fertilizer, plastic, cement, and sand. Open-top hoppers are most often used to haul coal and aggregates.

• Intermodal Cars — Intermodal cars transport intermodal containers and trailers, which are generally interchangeable among railcars, trucks, and ships.

• Specialty Cars — Specialty cars are designed to address the special needs of a particular industry or customer, such as waste-hauling gondolas, side dump cars, and pressure differential cars used to haul fine grain food products such as starch and flour.

• Tank Cars — Tank cars transport products such as liquefied petroleum products, alcohol and renewable fuels, liquid fertilizer, and food and grain products such as vegetable oil and corn syrup.

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Our Rail Group manufactures the most diversified railcar product line available in North America, allowing us to capitalize on changing industry trends and developing market opportunities. We also manufacture and sell railcar components, from our plants in the United States and Mexico, used in manufacturing and repairing railcars, such as couplers, axles, and other devices, primarily for the North American market. We have two repair and coating facilities located in Texas.

Our customers include railroads, leasing companies, and industrial shippers of products, such as utilities, petrochemical companies, grain shippers, agricultural product companies, and major construction and industrial companies. We compete against five major railcar manufacturers in the North American market.

For the year ended December 31, 2011, we shipped approximately 14,065 railcars, or approximately 30% of total North American railcar shipments. As of December 31, 2011, our Rail Group backlog was approximately $2.6 billion, consisting of approximately 29,000 railcars, including approximately $621.9 million in orders from our Railcar Leasing and Management Services Group (“Leasing Group”). The total amount of orders in our backlog from the Leasing Group was supported by lease commitments with external customers.

We hold patents of varying duration for use in our manufacture of railcars and components. We believe patents offer a marketing advantage in certain circumstances. No material revenues are received from the licensing of these patents.

Railcar Leasing and Management Services Group. Our Railcar Leasing and Management Services Group is a leading provider in North America of comprehensive rail industry services. Through wholly-owned subsidiaries, primarily TILC, and a majority-owned subsidiary, TRIP Rail Holdings LLC (“TRIP Holdings”), we offer operating leases for tank cars and freight cars. TILC also offers management and administrative services. By providing leasing and management services, our Leasing Group is an important strategic resource that links our Rail Group with our customers. Trinity’s Rail Group and TILC coordinate sales and marketing activities under the registered trade name TrinityRail^®, thereby providing a single point of contact for railroads and shippers seeking rail equipment and services.

The railcars in our lease fleet are leased to industrial shippers and railroads. These companies operate in the petroleum, chemical, agricultural, and energy industries, among others. Substantially all of our railcars are manufactured by our Rail Group. The terms of our railcar leases generally vary from one to twenty years and provide for fixed monthly rentals. A small percentage of our fleet is leased on a per diem basis. As of December 31, 2011, the lease fleet of our wholly-owned subsidiaries included approximately 54,595 owned or leased railcars that were 99.3% utilized. Of this total, approximately 42,800 railcars were owned by TILC and approximately 11,795 railcars were financed in sale-leaseback transactions. In addition to our wholly-owned lease fleet, TRIP Holdings’ lease fleet included approximately 14,350 owned railcars that were 99.9% utilized as of December 31, 2011.

In addition, we also manage railcar fleets on behalf of third parties. We believe our railcar fleet management services complement our leasing business by generating stable fee income, strengthening customer relationships, and enhancing the view of Trinity as a leading provider of railcar products and services.

Our railcar leasing businesses compete against a number of well-established entities that are also in the business of leasing railcars.

Construction Products Group. Through wholly-owned subsidiaries, our Construction Products Group produces concrete and aggregates and manufactures highway products as well as other steel products for infrastructure-related projects. Many of these lines of business are seasonal and revenues are impacted by weather conditions.

We are a leading producer and distributor of construction aggregates, including crushed stone, sand and gravel, asphalt rock, and specialty sands and gravel in several regions of Texas with smaller operations in Arkansas and Louisiana. Our aggregates customers are primarily other concrete producers, commercial and highway contractors, and state and local municipalities. We are also a leading supplier of ready mix concrete in certain areas of Texas and Southwest Arkansas. Our customers for concrete include contractors and subcontractors for residential, commercial and highway construction projects. We compete with ready mix concrete producers and aggregate producers located in the regions where we operate.

Our highway products businesses are leading U.S. manufacturers of highway products. We manufacture guardrail, crash cushions, and other protective barriers. The Federal Highway Administration, which determines which products are eligible for federal funds for highway projects, has approved most of our products as acceptable permanent and construction zone highway hardware according to requirements of the National Cooperative Highway Research Program.

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Our crash cushions and other protective barriers include multiple proprietary products manufactured through various product license agreements with certain public and private research organizations and inventors. We hold patents and are a licensee for certain of our guardrail and end-treatment products, which enhances our competitive position for these products.

We sell highway products in Canada, Mexico, and all 50 of the United States. We compete against several national and regional guardrail manufacturers. We also export our proprietary highway products to more than 60 countries worldwide.

In addition, we provide hot-dip galvanizing services to manufacturers of fabricated steel materials from our production facilities in north Texas and manufacture a line of construction equipment for the mining industry.

Inland Barge Group. Through wholly-owned subsidiaries, our Inland Barge Group is a leading U.S. manufacturer of inland barges and fiberglass barge covers. We manufacture a variety of dry cargo barges, such as deck barges, and open or covered hopper barges that transport various commodities, such as grain, coal, and aggregates. We also manufacture tank barges used to transport liquid products. Our fiberglass reinforced lift covers are used primarily for grain barges. Our four barge manufacturing facilities are located along the United States inland river systems, allowing for rapid delivery to our customers. Our Inland Barge Group backlog as of December 31, 2011 was approximately $494.6 million.

Our primary Inland Barge customers are commercial marine transportation companies. Many companies have the capability to enter into, and from time to time do enter into, the inland barge manufacturing business. We strive to compete through operational efficiency, timely delivery, and quality products.

Energy Equipment Group. Through wholly-owned subsidiaries, our Energy Equipment Group manufactures structural wind towers, tank containers and tank heads for pressure vessels, tank heads for non-pressure vessels, LPG tanks, and utility, traffic, and lighting structures.

We are a leading manufacturer in North America of structural wind towers used in the wind energy market. These towers are manufactured in the United States and Mexico to customer specifications and installed by our customers. Our customers are generally turbine producers. Our structural wind towers backlog as of December 31, 2011 was approximately $934.3 million. Approximately $412.5 million of this backlog is involved in litigation filed by the Company against one of our structural wind tower customers for breach of contract by failing to comply with the customer’s multi-year, contractual purchase obligations.

We are a leading manufacturer in North America of tank containers and tank heads for pressure and non-pressure vessels. We manufacture tanks in the United States and Mexico. We market a portion of our products in Mexico under the brand name of TATSA^®. In 2011, we began manufacturing frac tanks to support industries requiring temporary liquid storage, primarily the oil and gas industry.

We manufacture tank heads, which are pressed metal components used in the manufacturing of many of our finished products, as well as pressure rated or non-pressure rated, depending on their intended use. We use a significant portion of the tank heads we manufacture in the production of our tank cars and containers. We also sell our tank heads to a broad range of other manufacturers. There is strong competition in the tank heads business.

We manufacture tanks that are used by industrial plants, utilities, residences, and small businesses in suburban and rural areas. We also manufacture fertilizer containers for bulk storage, farm storage, and the application and distribution of anhydrous ammonia. Our tank products range from nine-gallon tanks for motor fuel use to 1.8 million-gallon bulk storage spheres. We sell our tanks to dealers and large industrial users. In the United States we generally deliver the containers to our customers who install and fill the containers. Our competitors include large and small manufacturers of tanks.

We manufacture utility, traffic, and lighting structures, which are used principally by municipalities, and various other local and state governmental entities. We also manufacture transmission structures to be used in the erection of private and public electric transmission lines. These structures are manufactured in the United States and Mexico to customer specifications and installed by our customers.

There are a number of well-established entities that actively compete with us in the business of manufacturing energy equipment including several domestic and foreign manufacturers of structural wind towers for the North American market.

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All Other. All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges.

Foreign Operations. Trinity’s foreign operations are primarily located in Mexico. Continuing operations included sales to foreign customers, primarily in Mexico, which represented 10.6%, 10.6%, and 7.3% of our consolidated revenues for the years ended December 31, 2011, 2010, and 2009, respectively. As of December 31, 2011 and 2010, we had approximately 3.3% and 3.5%, respectively, of our long-lived assets not held for sale located outside the United States.

We manufacture railcars, tank containers, tank heads, structural wind towers, utility structures, and other products at our Mexico facilities for local consumption as well as for export to the United States and other countries. Any material change in the quotas, regulations, or duties on imports imposed by the United States government and its agencies or on exports imposed by the government of Mexico or its agencies could adversely affect our operations in Mexico. Our foreign activities are also subject to various other risks of doing business in foreign countries, including currency fluctuations, political changes, changes in laws and regulations, social unrest, and economic instability. Although our operations have not been materially affected by any of these factors to date, any substantial disruption of business as it is currently conducted could adversely affect our operations at least in the short term.

Backlog. As of December 31, 2011 and 2010, our backlog was approximately as follows:

	As of December 31,
	2011		2010
	(in millions)
Rail Group
External Customers	$	1,973.2	$	346.6
Leasing Group		621.9		111.0
	$	2,595.1	$	457.6
Inland Barge	$	494.6	$	508.0
Structural wind towers	$	934.3	$	1,000.0

For the twelve months ended December 31, 2011, the Company received orders for approximately 37,100 railcars including a supply agreement with GATX Corporation to deliver 12,500 railcars over a five-year period, significantly increasing the Company’s Rail Group backlog. The total amount of orders in our backlog from the Leasing Group was supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

Approximately 55% of our railcar backlog is expected to be delivered in the 12 months ending December 31, 2012 with the remainder to be delivered from 2013 through 2016. The majority of our backlog for barges is expected to be delivered in the twelve months ending December 31, 2012. For multi-year barge orders, the deliveries for 2012 are included in the backlog at this time; deliveries beyond 2012 are not included in the backlog if specific production quantities for future years have not been determined. Approximately 28% of our backlog for structural wind towers is expected to be delivered in 2012 with the remainder of this backlog contracted for delivery in future years. Approximately $412.5 million of this backlog is involved in litigation filed by the Company against one of our structural wind tower customers for breach of contract by failing to comply with the customer’s multi-year, contractual purchase obligations.

Marketing. We sell substantially all of our products and services through our own sales personnel operating from offices in multiple locations in the United States as well as Canada, Mexico, the United Kingdom, Singapore, and Sweden. We also use independent sales representatives to a limited extent.

Raw Materials and Suppliers.

Railcar Specialty Components and Steel. Products manufactured at our railcar manufacturing facilities require a significant supply of raw materials such as steel, as well as numerous specialty components such as brakes, wheels, axles, side frames, bolsters, and bearings. Specialty components and steel purchased from third parties comprise approximately 60% of the production cost of each railcar. Although the number of alternative suppliers of specialty components has declined in recent years, at least two suppliers continue to produce most components. However, any unanticipated interruption in the supply chain of specialty components would have an impact on both our margins and production schedules.

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The principal material used in our Rail, Inland Barge, and Energy Equipment Groups is steel. During 2011, the supply of steel was sufficient to support our manufacturing requirements. Market steel prices continue to exhibit short periods of volatility and ended 2011 significantly higher than 2010. Steel prices may continue to be volatile in part as a result of scrap surcharges assessed by steel mills and other market factors. We often use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers, to mitigate the effect of this volatility on our operating profits for the year.

In general, we believe there is enough capacity in the supply industry to meet current production levels. We believe the existing contracts and other relationships we have in place will meet our current production forecasts. However, any unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules.

Aggregates. Aggregates can be found throughout the United States, and many producers exist nationwide. However, as a general rule, shipments from an individual quarry are limited in geographic scope because the cost of transporting processed aggregates to customers is high in relation to the value of the product itself. We operate 12 mining facilities strategically located in Texas, Arkansas, and Louisiana to fulfill some of our needs for aggregates.

Cement. Cement required for the concrete and aggregates business is received primarily from Texas. In 2011, the supply of cement was sufficient in our markets to meet demand. We have not experienced difficulties supplying concrete to our customers.

Employees. The following table presents the approximate headcount breakdown of employees by business group:

Business Group	December 31,     2011
Rail Group		5,060
Construction Products Group		1,800
Inland Barge Group		2,040
Energy Equipment Group		3,820
Railcar Leasing and Management Services Group		130
All Other		300
Corporate		240
		13,390

As of December 31, 2011, approximately 8,150 employees were employed in the United States and approximately 5,240 employees were employed in Mexico.

Acquisitions and Divestitures. See Note 2 of the Notes to Consolidated Financial Statements.

Environmental Matters. We are subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to the release or discharge of materials into the environment; the management, use, processing, handling, storage, transport, and disposal of hazardous and non-hazardous waste and materials; and other activities relating to the protection of human health and the environment. Such laws and regulations not only expose us to liability for our own acts, but also may expose us to liability for the acts of others or for our actions which were in compliance with all applicable laws at the time such actions may have been taken. In addition, such laws may require significant expenditures to achieve compliance, and are frequently modified or revised to impose new obligations. Civil and criminal fines and penalties may be imposed for non-compliance with these environmental laws and regulations. Our operations that involve hazardous materials also raise potential risks of liability under common law.

Environmental operating permits are, or may be, required for our operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. We regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our businesses, as it is with other companies engaged in similar businesses. We believe that our operations and facilities, whether owned, managed, or leased, are in substantial compliance with applicable environmental laws and regulations and that any non-compliance is not likely to have a material adverse effect on our operations or financial condition.

However, future events, such as changes in, or modified interpretations of, existing environmental laws and regulations or enforcement policies, or further investigation or evaluation of the potential health hazards associated with our products, business

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activities, or properties, may give rise to additional compliance and other costs that could have a material adverse effect on our financial condition and operations.

In addition to environmental laws, the transportation of commodities by railcar or barge raises potential risks in the event of a derailment, spill, or other accident. Generally, liability under existing law in the United States for a derailment, spill, or other accident depends on the negligence of the party, such as the railroad, the shipper, or the manufacturer of the barge, railcar, or its components. However, under certain circumstances strict liability concepts may apply.

Governmental Regulation.

Railcar Industry. The primary regulatory and industry authorities involved in the regulation of the railcar industry are the United States Environmental Protection Agency; the Research and Special Programs Administration and the Federal Railroad Administration, both divisions of the United States Department of Transportation; and the Association of American Railroads.

These organizations establish rules and regulations for the railcar industry and rail interchange, including construction specifications and standards for the design and manufacture of railcars and railcar parts; mechanical, maintenance, and related standards for railcars; safety of railroad equipment, tracks, and operations; and packaging and transportation of hazardous or toxic materials.

We believe that our operations are in substantial compliance with these regulations. We cannot predict whether any future changes in these rules and regulations could cause added compliance costs that could have a material adverse effect on our financial condition or operations.

Inland Barge Industry. The primary regulatory and industry authorities involved in the regulation of the inland barge industry are the United States Coast Guard; the United States National Transportation Safety Board; the United States Customs Service; the Maritime Administration of the United States Department of Transportation; and private industry organizations such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents, and recommend improved safety standards. Violations of these laws and related regulations can result in substantial civil and criminal penalties as well as injunctions curtailing operations.

We believe that our operations are in substantial compliance with applicable laws and regulations. We cannot predict whether future changes that affect compliance costs would have a material adverse effect on our financial condition and operations.

Highway Products. The primary regulatory and industry authorities involved in the regulation of highway products business are the United States Department of Transportation, the Federal Highway Administration, and various state highway departments.

These organizations establish certain standards and specifications related to the manufacture of our highway products. If our products were found not to be in compliance with these standards and specifications, we would be required to re-qualify our products for installation on state and national highways.

We believe that our highway products are in substantial compliance with all applicable standards and specifications. We cannot predict whether future changes in these standards and specifications would have a material adverse effect on our financial condition and operations.

Occupational Safety and Health Administration and Similar Regulations. Our operations are subject to regulation of health and safety matters by the United States Occupational Safety and Health Administration and the United States Mine Safety and Health Administration. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims that may be asserted against us for work-related illnesses or injury and the further adoption of occupational and mine safety and health regulations in the United States or in foreign jurisdictions in which we operate could increase our operating costs. While we do not anticipate having to make material expenditures in order to remain in substantial compliance with health and safety laws and regulations, we are unable to predict the ultimate cost of compliance. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings or if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

Other Matters. To date, we have not suffered any material shortages with respect to obtaining sufficient energy supplies to operate our various plant facilities or transportation vehicles. Future limitations on the availability or consumption of petroleum products,

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particularly natural gas for plant operations and diesel fuel for vehicles, could have a material adverse effect upon our ability to conduct our business. The likelihood of such an occurrence or its duration, and its ultimate effect on our operations, cannot be reasonably predicted at this time.

Executive Officers of the Company.

The following table sets forth the names and ages of all of our executive officers and other corporate officers, their positions and offices presently held by them, the year each person first became an officer, and the term of each person’s office:

Name	Age	Office	Officer Since	Term Expires
Timothy R. Wallace*	58	Chairman, Chief Executive Officer, and President	1985	May 2012
James E. Perry*	40	Senior Vice President and Chief Financial Officer	2005	May 2012
Antonio Carrillo*	45	Senior Vice President and Group President	2010	May 2012
William A. McWhirter II*	47	Senior Vice President and Group President	2005	May 2012
D. Stephen Menzies*	56	Senior Vice President and Group President	2001	May 2012
S. Theis Rice*	61	Senior Vice President, Human Resources and Chief Legal Officer	2002	May 2012
Madhuri A. Andrews	45	Vice President, Information Technology	2008	May 2012
Donald G. Collum	63	Vice President and Chief Audit Executive	2005	May 2012
Virginia C. Gray, Ph.D.	52	Vice President, Organizational Development	2007	May 2012
Mary E. Henderson*	53	Vice President, Chief Accounting Officer, and Controller	2009	May 2012
John M. Lee	51	Vice President, Business Development	1994	May 2012
Gail M. Peck	44	Vice President and Treasurer	2010	May 2012
Heather Perttula Randall	38	Vice President, Legal Affairs and Government Relations	2011	May 2012
Jared S. Richardson	39	Associate General Counsel and Secretary	2010	May 2012

^*  Executive officer subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934.

Ms. Andrews joined Trinity in 2008 as Vice President, Information Technology. Since January 2002, she led the information technology organization for Maxim Integrated Products, Inc., a major semiconductor design and manufacturing company.

Mr. Carrillo joined Trinity in 1996 as Vice President of Operations of Trinity Industries de Mexico and in 1999 became the President of Trinity Industries de Mexico. In 2005, he was named President of Trinity’s Energy Equipment Group. In 2009, Mr. Carrillo was named Group President of the Energy Equipment Group and in 2010 was named Vice President. He was elected Senior Vice President in 2011. Mr. Carrillo retains responsibility for Trinity’s operations in Mexico.

Dr. Gray joined Trinity in 2007 and was appointed Vice President, Organizational Development. Prior to that, she was President of Vehicles of Change, a consulting firm focused on improving organizational effectiveness.

Ms. Henderson joined the Company in 2003 as Director of Financial Reporting. She was named Assistant Controller in 2005 and Controller in 2009. In 2010, Ms. Henderson was elected Vice President, Chief Accounting Officer, and Controller.

Mr. McWhirter joined the Company in 1985 and held various accounting positions until 1992, when he became a business group officer. In 1999, he was elected to a corporate position as Vice President for Mergers and Acquisitions. In 2001, he was named Executive Vice President of a business group. In March 2005, he became Vice President and Chief Financial Officer and in 2006, Senior Vice President and Chief Financial Officer. In 2010, Mr. McWhirter was named Senior Vice President and Group President of the Construction Products and Inland Barge Groups.

Mr. Menzies joined Trinity in 2001 as President of Trinity Industries Leasing Company. In 2006, he became Senior Vice President and Group President for TrinityRail^®.

Ms. Peck joined Trinity in 2010 as Treasurer and was appointed Vice President and Treasurer in 2011. Prior to joining Trinity, she worked for Centex Corporation, one of the nation’s largest publicly-traded homebuilders, from 2001 to 2009, most recently serving as Vice President and Treasurer since 2004.

Mr. Perry joined Trinity in 2004 and was appointed Treasurer in April 2005. Mr. Perry was named a Vice President of Trinity in 2006 and appointed its Vice President, Finance in 2007. In 2010, Mr. Perry was appointed Chief Financial Officer and in 2011 was elected Senior Vice President and Chief Financial Officer.

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Ms. Randall joined the Company in 2005 as Chief Counsel of TrinityRail. In 2006, she became Deputy General Counsel in charge of litigation for Trinity. In 2011, Ms. Randall was elected Vice President, Legal Affairs and Government Relations.

Mr. Rice joined the Company in 1991 and held various legal and business positions until 2005, when he was elected Vice President and Chief Legal Officer. He was named Senior Vice President, Human Resources and Chief Legal Officer in 2011.

Mr. Richardson joined the Company in 2010 as Associate General Counsel and Secretary. From 2004 to 2009, he handled corporate governance and secretary matters for Energy Future Holdings Corp. (formerly TXU Corp.), a company engaged in the generation, sale, transmission, and distribution of electricity.

Messrs. Wallace, Collum, and Lee have been in full time employment of Trinity or its subsidiaries for more than five years and have performed essentially the same respective duties during such time.

Item 1A. Risk Factors.

There are risks and uncertainties that could cause our actual results to be materially different from those mentioned in forward-looking statements that we make from time to time in filings with the Securities and Exchange Commission (“SEC”), news releases, reports, proxy statements, registration statements, and other written communications, as well as oral forward-looking statements made from time to time by representatives of our Company. All known material risks and uncertainties are described below. The cautionary statements below discuss important factors that could cause our business, financial condition, operating results, and cash flows to be materially adversely affected. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements contained herein. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Volatility in the global financial markets may adversely affect our business and operating results. During periods of volatility in the global financial markets, certain of our customers could delay or otherwise reduce their purchases of railcars, barges, wind towers, and other products and services. If negative conditions in the global credit markets prevent our customers’ access to credit, product order volumes may decrease which could result in lower revenues. Likewise, if our suppliers face challenges in obtaining credit, in selling their products, or otherwise in operating their businesses, they may become unable to continue to offer the materials we purchase from them to manufacture our products. These actions could result in reductions in our revenues, increased price competition, or increased operating costs, which could adversely affect our business results of operations and financial condition.

Our backlog is not necessarily indicative of the level of our future revenues due to potential impacts from negative global economic conditions that may lead to raw materials and supplies shortages or requests for deferred deliveries of orders in our backlog. The lack of stability in the global economy, prevailing conditions in the global credit markets, volatility in the industries our products serve, changes in legislative policy, adverse changes in the financial condition of our customers for manufactured or leased products, adverse changes in the availability of raw materials and supplies, or un-remedied contract breaches could possibly lead to cancellations of orders in our backlog or increased requests for deferred deliveries of our backlog orders, which could adversely affect our cash flows and results of operations. Our manufacturing backlog represents future production for which we have written orders from our customers for delivery in various periods, and estimated potential revenue attributable to those orders.

The cyclical nature of our business results in lower revenues during economic downturns. We operate in cyclical industries. Downturns in overall economic conditions usually have a significant adverse effect on cyclical industries due to decreased demand for new and replacement products. Decreased demand could result in lower sales volumes, lower prices, and/or a loss of profits. The railcar, barge, and wind energy industries have previously experienced deep down cycles and at such times operated with a minimal backlog.

Following a period of weak railcar demand that began in 2009, new orders for railcars improved significantly in 2011 due to increased demand for the shipment of commodities, replacement of older railcars, and federal tax benefits received from taking delivery of railcars in 2011 and 2012. Orders for structural wind towers have been slow since mid-2008 when energy development companies encountered tightened credit markets, lower demand for electricity and heightened competition arising from declining natural gas prices. The continued slowdown in the residential and commercial construction markets negatively impacted the results of 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 adapted to the rapid decline in market conditions that began in 2009 by reducing our production footprint and staffing levels and causing certain facilities to be on non-operating status. Due to improvements in demand, we increased production staff at certain facilities in late 2010 and during 2011. We expect that facilities on non-operating status will be available for future operations to the extent that demand further increases.

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Litigation claims could increase our costs and weaken our financial condition. We are currently, and may from time to time be, involved in various claims or legal proceedings arising out of our operations. Adverse outcomes in some or all of these matters could result in judgments against us for significant monetary damages that could increase our costs and weaken our financial condition. We seek contractual recourse and indemnification in the ordinary course of business, maintain reserves for reasonably estimable liability, and purchase liability insurance at coverage levels based upon commercial norms in our industries in an effort to mitigate our liability exposures. Nevertheless, our reserves may be inadequate to cover the uninsured portion of claims or judgments. Any such claims or judgments could have a material adverse effect on our business, operations, or overall financial condition.

Increases in the price and demand for steel could lower our margins and profitability. The principal material used in our Rail, Inland Barge, and Energy Equipment Groups is steel. During 2011, the supply of steel was sufficient to support our manufacturing requirements. Market steel prices continue to exhibit short periods of volatility and ended 2011 significantly higher than 2010. Generally, we are able to mitigate the majority of this volatility through contract-specific purchasing practices and existing supplier commitments. Steel prices may continue to be volatile in part as a result of scrap surcharges assessed by steel mills and other market factors. We often use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers, to mitigate the effect of this volatility on our operating profits for the year.

In general, we believe there is enough capacity in the supply industry to meet current production level demands. We believe the existing contracts and commercial relationships we have in place will meet our current production forecasts. However, any unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules.

We have potential exposure to environmental liabilities, which may increase costs and lower profitability. We are subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to the release or discharge of materials into the environment; the management, use, processing, handling, storage, transport, and disposal of hazardous and non-hazardous waste and materials; and other activities relating to the protection of human health and the environment. Such laws and regulations not only expose us to liability for our own acts, but also may expose us to liability for the acts of others or for our actions which were in compliance with all applicable laws at the time these actions were taken. In addition, such laws may require significant expenditures to achieve compliance, and are frequently modified or revised to impose new obligations. Civil and criminal fines and penalties may be imposed for non-compliance with these environmental laws and regulations. Our operations that involve hazardous materials also raise potential risks of liability under common law.

Environmental operating permits are, or may be, required for our operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. We regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our businesses, as it is with other companies engaged in similar businesses. We believe that our operations and facilities, whether owned, managed, or leased, are in substantial compliance with applicable environmental laws and regulations and that any non-compliance is not likely to have a material adverse effect on our operations or financial condition.

However, future events, such as changes in, or modified interpretations of, existing environmental laws and regulations or enforcement policies, or further investigation or evaluation of the potential health hazards associated with our products, business activities, or properties, may give rise to additional compliance and other costs that could have a material adverse effect on our financial condition and operations.

In addition to environmental laws, the transportation of commodities by railcar or barge raises potential risks in the event of a derailment, spill, or other accident. Generally, liability under existing law in the United States for a derailment, spill, or other accident depends on the negligence, if any, of the party, such as the railroad, the shipper, or the manufacturer of the barge, railcar, or its components. However, under certain circumstances strict liability concepts may apply.

We operate in highly competitive industries. We may not be able to sustain our market leadership positions which may impact our financial results. We face aggressive competition in all geographic markets and each industry sector in which we operate. In addition to price, we face competition in product performance and technological innovation, quality, reliability of delivery, customer service, and other factors. This competition is often intense, the effects of which could reduce our revenues and operating profits, limit our ability to grow, increase pricing pressure on our products, and otherwise affect our financial results.

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The limited number of customers in certain of our businesses, the variable purchase patterns of our customers in all our segments, and the timing of completion, delivery, and customer acceptance of orders may cause our revenues and income from operations to vary substantially each quarter, which would result in significant fluctuations in our quarterly results. Some of the markets we serve are dominated by a limited number of customers. Customers in each of our business segments do not purchase a similar volume of products each year nor make purchases consistently from year to year. As a result, the order levels for our products have varied significantly from quarterly period to quarterly period in the past and may continue to vary significantly in the future. Therefore, our results of operations in any particular quarterly period may be significantly affected. As a result of these quarterly fluctuations, we believe that comparisons of our sales and operating results between quarterly periods may not be meaningful and should not be relied upon as indicators of future performance.

If we are unable to obtain refinancing for existing debt as it matures or if our railcar leasing subsidiary is unable to obtain acceptable long-term financing of its railcar lease fleet, our lenders may foreclose on the portion of our lease fleet that secures our warehouse facility. In general, the ability to refinance maturing debt is significant to our leasing group’s operations. TILC, our wholly-owned captive leasing subsidiary, uses borrowings under a non-recourse warehouse facility to initially finance the railcars it purchases from our rail manufacturing business. Trinity Rail Leasing Warehouse Trust (“TRLWT”), a qualified subsidiary of TILC, is the borrower under the warehouse facility. Borrowings under the warehouse facility are available through February 2013, and, any amounts outstanding at maturity, absent renewal, will be payable in three equal installments in August 2013, February 2014, and August 2014.

As of December 31, 2011, there was $308.5 million of indebtedness outstanding and $166.5 million was available under the TILC warehouse loan facility. Borrowings under the warehouse facility are secured by the specific railcars financed by such borrowings and the underlying leases. A decline in the value of the railcars securing borrowings under the warehouse facility or in the creditworthiness of the lessees under the associated leases could reduce TRLWT’s ability to obtain long-term financing for such railcars. Additionally, fluctuations in interest rates from the time TRLWT purchases railcars with short-term borrowings under the warehouse facility and the time TRLWT obtains permanent financing for such railcars could decrease our profitability on the leasing of the railcars and could have an adverse impact on our financial results. If TRLWT is unable to obtain long-term financing to replace borrowings under the warehouse facility, the lenders under the warehouse facility may foreclose on the portion of TRLWT’s lease fleet pledged to secure its loan facility, which foreclosure, if a significant number of railcars is affected, could result in the loss of a significant amount of TRLWT’s assets.

We may be unable to re-market railcars from expiring leases on favorable terms, which could result in lower lease utilization percentages and reduced revenues. The profitability of our railcar leasing business is dependent in part on our ability to re-lease or sell railcars we own upon the expiration of existing lease terms, or upon lease defaults or bankruptcy filings by third party lessees. Our ability to re-lease or sell leased railcars profitably is dependent upon several factors, including, among others:

• the cost of and demand for leases or ownership of newer or specific use models;

• the availability in the market generally of other used or new railcars;

• the degree of obsolescence of leased railcars;

• the prevailing market and economic conditions, including the availability of credit, interest rates, and inflation rates;

• the demand for refurbishment;

• the cost of materials and labor;

• the volume of railcar traffic; and

• the volume and nature of railcar loadings.

A downturn in the industries in which our lessees operate and decreased demand for railcars could also increase our exposure to re-marketing risk because lessees may demand shorter lease terms or newer railcars, requiring us to re-market leased railcars more frequently. Furthermore, the resale market for previously leased railcars has a limited number of potential buyers. Our inability to re-lease or sell leased railcars on favorable terms could result in lower lease rates, lower lease utilization percentages and reduced revenues.

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Fluctuations in the price and supply of specialty and other component parts used in the production of our railcar-related and structural wind towers products could have a material adverse effect on our ability to cost-effectively manufacture and sell our products. In some instances, we rely on a limited number of suppliers for certain components needed in our production. A significant portion of our business depends on the adequate supply of numerous specialty and other parts and components at competitive prices such as brakes, wheels, side frames, bolsters, and bearings for the railcar business, as well as flanges for the wind towers business. Our manufacturing operations depend in part on our ability to obtain timely deliveries of materials, parts, and components in acceptable quantities and quality from our suppliers. Certain parts and components of our products are currently available from a limited number of suppliers (though generally a minimum of two suppliers continue to produce the parts and components we use in our products), and as a result, we may have limited control over pricing, availability, and delivery schedules. While we endeavor to be diligent in contractual relationships with our suppliers, if we are unable to purchase a sufficient quantity on a timely basis, we could face disruptions in our production and incur delays while we attempt to engage alternative suppliers. Any such disruption could harm our business and adversely impact our results of operations.

Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs. We use various gases, including natural gas, at our manufacturing facilities and use diesel fuel in vehicles to transport our products to customers and to operate our plant equipment. An outbreak or escalation of hostilities between the United States and any foreign power and, in particular, prolonged conflicts could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in the cost of natural gas or energy in general. Hurricanes or other natural disasters could result in a real or perceived shortage of petroleum and/or natural gas potentially resulting in an increase in natural gas prices or general energy costs. Speculative trading in energy futures in the world markets could also result in an increase in natural gas and general energy cost. Future limitations on the availability or consumption of petroleum products and/or an increase in energy costs, particularly natural gas for plant operations and diesel fuel for vehicles and plant equipment, could have an adverse effect upon our ability to conduct our business cost effectively.

Our manufacturer’s warranties expose us to product replacement and repair claims. Depending on the product, we warrant against manufacturing defects due to our workmanship and certain materials pursuant to express limited contractual warranties. Accordingly, we may be subject to significant warranty claims in the future such as multiple claims based on one defect repeated throughout our production process or claims for which the cost of repairing or replacing the defective part, component or material is highly disproportionate to the original cost. These types of warranty claims could result in costly product recalls, significant repair or replacement costs, and damage to our reputation.

Increasing insurance claims and expenses could lower profitability and increase business risk. The nature of our business subjects us to product liability, property damage, and personal injury claims, especially in connection with the repair and manufacture of products that transport hazardous, toxic, or volatile materials. We maintain reserves for reasonably estimable liability claims and liability insurance coverage at levels based upon commercial norms in the industries in which we operate and our historical claims experience. Over the last several years, insurance carriers have raised premiums for many companies operating in our industries. Increased premiums may further increase our insurance expense as coverage expires or otherwise cause us to raise our self-insured retention. If the number or severity of claims within our self-insured retention increases, we could suffer costs in excess of our reserves. An unusually large liability claim or a string of claims based on a failure repeated throughout our production process may exceed our insurance coverage or expose us to the entire damages judgment if we were unable or elected not to insure against certain hazards because of high premiums or other reasons. In addition, the availability of, and our ability to collect on, insurance coverage is often subject to factors beyond our control. Moreover, any accident or incident involving us, even if we are fully insured, contractually indemnified, or not held to be liable, could negatively affect our reputation among customers and the public, thereby making it more difficult for us to compete effectively, and could significantly affect the cost and availability of insurance in the future.

Risks related to our operations outside of the United States, particularly Mexico, could decrease our profitability. Our operations outside of the United States are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade, economic change or instability, unrestrained criminal activities, or social unrest could limit or curtail our respective foreign business activities and operations, including the ability to hire and retain employees. There has been a significant increase in violence in Mexico associated with the Mexican government’s attempts to stop illegal drug trafficking. We have not, to date, been materially affected by any of these risks, but we cannot predict the likelihood of future effects from such risks or any resulting adverse impact on our business, results of operations or financial condition. Many items manufactured by us in Mexico are sold primarily in the U.S. and the transportation and import of such products may be disrupted. Some foreign countries where we operate have regulatory authorities that regulate railroad safety, railcar and railcar component part design, performance, and manufacture of equipment used on their railroad systems. If we fail to obtain and maintain certifications of our railcars and railcar parts and components within the various foreign countries where we operate, we may be unable to market and sell our railcars, parts, and components in those countries. In addition, unexpected changes in regulatory requirements; tariffs and other trade barriers, including regulatory initiatives for buying

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goods produced in America; more stringent rules relating to labor or the environment; adverse tax consequences; and price exchange controls could limit operations and make the manufacture and distribution of our products difficult. Furthermore, any material change in the quotas, regulations, or duties on imports imposed by the United States government and agencies, or on exports by the government of Mexico or its agencies, could affect our ability to export products that we manufacture in Mexico. Because we have operations outside the United States, we could be adversely affected by final judgments of non-compliance with the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws of other countries.

Equipment failures or extensive damage to our facilities, including as might occur as a result of natural disasters, could lead to production or service curtailments or shutdowns, loss of revenue or higher expenses. We operate a substantial amount of equipment at our production facilities, several of which are situated in tornado and hurricane zones and on the nation’s navigable waterways. An interruption in production capabilities or maintenance and repair capabilities at our facilities, as a result of equipment failure or acts of nature could reduce or prevent our production, service, or repair of our products and increase our costs and expenses. A halt of production at any of our manufacturing facilities could severely affect delivery times to our customers. While we maintain business recovery plans that are intended to allow us to recover from natural disasters that could disrupt our business, we cannot provide assurances that our plans would fully protect us from the effects of all such disasters. In addition, insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters. Any significant delay in deliveries could result in cancellation of all or a portion of our orders, cause us to lose future sales, and negatively affect our reputation and our results of operations.

Because we do not have employment contracts with our key management employees, we may not be able to retain their services in the future. Our success depends on the continued services of our key management employees, none of whom currently have an employment agreement with us. Although we have historically been successful in retaining the services of our key management, we may not be able to do so in the future. The loss of the services of one or more key members of our management team could result in increased costs associated with attracting and retaining a replacement and could disrupt our operations and result in a loss of revenues.

Repercussions from terrorist activities or armed conflict could harm our business. Terrorist activities, anti-terrorist efforts, and other armed conflict involving the United States or its interests abroad may adversely affect the United States and global economies, potentially preventing us from meeting our financial and other obligations. In particular, the negative impacts of these events may affect the industries in which we operate. This could result in delays in or cancellations of the purchase of our products or shortages in raw materials, parts, or components. Any of these occurrences could have a material adverse impact on our operating results, revenues, and costs.

Violations of or changes in the regulatory requirements applicable to the industries in which we operate may increase our operating costs. We are subject to extensive regulation by governmental regulatory and industry authorities. Our railcar operations are subject to regulation by the United States Environmental Protection Agency; the Research and Special Programs Administration and the Federal Railroad Administration, both divisions of the United States Department of Transportation; and the Association of American Railroads. These organizations establish rules and regulations for the railcar industry and rail interchange, including construction specifications and standards for the design and manufacture of railcars; mechanical, maintenance, and related standards for railcars; safety of railroad equipment, tracks, and operations; and packaging and transportation of hazardous or toxic materials. Future changes that affect compliance costs may have a material adverse effect on our financial condition and operations.

Our Inland Barge operations are subject to regulation by the United States Coast Guard; the United States National Transportation Safety Board; the United States Customs Service; the Maritime Administration of the United States Department of Transportation; and private industry organizations such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents and recommend improved safety standards. Violations of these laws and related regulations can result in substantial civil and criminal penalties as well as injunctions curtailing operations.

Our Construction Products Group business is subject to regulation by the United States Department of Transportation, the Federal Highway Administration, and various state highway departments. These organizations establish certain standards and specifications related to the manufacture of our highway products. If our products were found to be not in compliance with these standards and specifications, we would be required to re-qualify our products for installation on state and national highways.

Our operations are also subject to regulation of health and safety matters by the United States Occupational Safety and Health Administration and the United States Mine Safety and Health Administration. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims that may be asserted against us for work-related illnesses or injury, and the further adoption of occupational and

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mine safety and health regulations in the United States or in foreign jurisdictions in which we operate could increase our operating costs. We are unable to predict the ultimate cost of compliance with these health and safety laws and regulations. Accordingly, there can be no assurance that we will not become involved in future litigation, investigations, or other proceedings or if we were found to be responsible or liable in any litigation, investigations, or proceedings, that such costs would not be material to us.

Some of our customers place orders for our products in reliance on their ability to access government subsidies in the form of early tax benefits or tax credits such as accelerated depreciation or the production tax credit for renewable energy. There is no assurance that the United States government will reauthorize, modify, or otherwise not allow the expiration of such early tax benefits or tax credits, and in cases where such subsidies are materially modified to reduce the available early benefit or credit, or otherwise allowed to expire, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.

We may be required to reduce the value of our long-lived assets and/or goodwill, which would weaken our financial results. We periodically evaluate for potential impairment the carrying values of our long-lived assets to be held and used. The carrying value of a long-lived asset to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than the carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced commensurate with the estimated cost to dispose of the assets. In addition, goodwill is required to be tested for impairment annually, or on an interim basis, whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we recorded a goodwill impairment charge of $325.0 million. Impairment losses related to reductions in the value of our long-lived assets or our goodwill could weaken our financial condition and results of operations.

We may incur increased costs due to fluctuations in interest rates and foreign currency exchange rates. We are exposed to risks associated with fluctuations in interest rates and changes in foreign currency exchange rates. We seek to minimize these risks, when considered appropriate, through the use of interest rate hedges and similar financial instruments and other activities, although these measures may not be implemented or effective. Any material and untimely changes in interest rates or exchange rates could result in significant losses to us.

Railcars as a significant mode of transporting freight could decline, become more efficient over time, experience a shift in types of modal transportation, and/or certain railcar types could become obsolete. As the freight transportation markets we serve continue to evolve and become more efficient, the use of railcars may decline in favor of other more economic transportation modalities. Features and functionality specific to certain railcar types could result in those railcars becoming obsolete as customer requirements for freight delivery change.

Business, regulatory, and legal developments regarding climate change may affect the demand for our products or the ability of our critical suppliers to meet our needs. The Company has followed the current debate over climate change in general, and the related science, policy discussion, and prospective legislation. Additionally, the potential challenges and opportunities for the Company that climate change policy and legislation may pose have been reviewed. However, any such challenges or opportunities are heavily dependent on the nature and degree of climate change legislation and the extent to which it applies to our industries. At this time, the Company cannot predict the ultimate impact of climate change and climate change legislation on the Company’s operations or opportunities. Potential opportunities could include greater demand for wind towers and certain types of rail cars, while potential challenges could include decreased demand for certain types of rail cars and higher energy costs. Further, when or if these impacts may occur cannot be assessed until scientific analysis and legislative policy are more developed and specific legislative proposals begin to take shape.

Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the Securities and Exchange Commission, and our independent registered public accounting firm) may amend or even reverse their previous interpretations or positions on how these standards should be applied. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior

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period financial statements. For a further discussion of some of our critical accounting policies and standards and recent accounting changes, see Critical Accounting Policies and Estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1 Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.

Shortages of skilled labor could adversely impact our operations. We depend on skilled labor in the manufacture and repair of our products. Some of our facilities are located in areas where demand for skilled laborers may exceed supply. Shortages of some types of skilled laborers such as welders could restrict our ability to maintain or increase production rates and could increase our labor costs.

Some of our employees belong to labor unions and strikes or work stoppages could adversely affect our operations. We are a party to collective bargaining agreements with various labor unions at some of our operations in the U.S. and all of our operations in Mexico. Disputes with regard to the terms of these agreements or our potential inability to negotiate acceptable contracts with these unions in the future could result in, among other things, strikes, work stoppages or other slowdowns by the affected workers. We cannot be assured that our relations with our workforce will remain positive or that union organizers will not be successful in future attempts to organize at some of our facilities. If our workers were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized, or the terms and conditions in future labor agreements were renegotiated, we could experience a significant disruption of our operations and higher ongoing labor costs. In addition, we could face higher labor costs in the future as a result of severance or other charges associated with lay-offs, shutdowns or reductions in the size and scope of our operations or difficulties of restarting our operations that have been temporarily shuttered.

From time to time we may take tax positions that the Internal Revenue Service may contest. We have in the past and may in the future take tax positions that the Internal Revenue Service (“IRS”) may contest. Effective with the 2011 tax return, we are required by a new IRS regulation to disclose particular tax positions, taken after the effective date, to the IRS as part of our tax returns for that year and future years. If the IRS successfully contests a tax position that we take, we may be required to pay additional taxes or fines that may adversely affect our results of operations and financial position.

Additional Information. Our Internet website address is www.trin.net. Information on the website is available free of charge. We make available on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC. The contents of our website are not intended to be incorporated by reference into this report or in any other report or document we file and any reference to our website is intended to be an inactive textual reference only.

Item 1B. Unresolved Staff Comments.

None.

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Item 2. Properties.

We principally operate in various locations throughout the United States and in Mexico. Our facilities are considered to be in good condition, well maintained, and adequate for our purposes.

	Approximate Square Feet				Approximate Square Feet Located In
	Owned		Leased		US		Mexico
Rail Group		5,278,900		32,000		3,573,100		1,737,800
Construction Products Group		1,494,400		63,400		1,557,800		—
Inland Barge Group		919,000		97,100		1,016,100		—
Energy Equipment Group		1,505,500		261,100		923,600		843,000
Executive Offices		173,000		—		173,000		—
		9,370,800		453,600		7,243,600		2,580,800

Our production capacity for 2011 was utilized as reflected by the following approximate percentages:

	Production Capacity Utilized
Rail Group		50	%
Construction Products Group		70	%
Inland Barge Group		85	%
Energy Equipment Group		50	%

Item 3. Legal Proceedings.

See Note 18 of the Notes to Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-K.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is traded on the New York Stock Exchange under the ticker symbol “TRN”. The following table shows the closing price range of our common stock by quarter for the years ended December 31, 2011 and 2010.

	Prices
Year Ended December 31, 2011	High		Low
Quarter ended March 31, 2011	$	36.67	$	26.31
Quarter ended June 30, 2011		37.76		30.54
Quarter ended September 30, 2011		37.25		21.05
Quarter ended December 31, 2011		30.62		19.94

Year Ended December 31, 2010	High		Low
Quarter ended March 31, 2010	$	20.58	$	15.22
Quarter ended June 30, 2010		26.46		17.72
Quarter ended September 30, 2010		22.27		16.45
Quarter ended December 31, 2010		26.68		22.01

Our transfer agent and registrar as of December 31, 2011 was American Stock Transfer & Trust Company.

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Holders

At December 31, 2011, we had approximately 1,858 record holders of common stock. The par value of the common stock is $1.00 per share.

Dividends

Trinity has paid 191 consecutive quarterly dividends. Quarterly dividends declared by Trinity for the years ended December 31, 2011 and 2010 are as follows:

	Year Ended December 31,
	2011		2010
Quarter ended March 31,	$	0.08	$	0.08
Quarter ended June 30,		0.09		0.08
Quarter ended September 30,		0.09		0.08
Quarter ended December 31,		0.09		0.08
Total	$	0.35	$	0.32

Recent Sales of Unregistered Securities

None.

Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph compares the Company’s cumulative total stockholder return (assuming reinvestment of dividends) during the five-year period ended December 31, 2011 with an overall stock market index (New York Stock Exchange Composite Index) and the Company’s peer group index (Dow Jones US Commercial Vehicles & Trucks Index). The data in the graph assumes $100 was invested on December 31, 2006.

	2006		2007		2008		2009		2010		2011
Trinity Industries, Inc.		100		79		46		52		80		91
Dow Jones US Commercial Vehicles & Trucks Index		100		145		69		101		167		147
New York Stock Exchange Composite Index		100		109		66		85		97		93

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Issuer Purchases of Equity Securities

This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended December 31, 2011:

Period	Number of Shares Purchased (1)		Average Price Paid per Share (1)		Total Number of Shares  (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares (or  Units) that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2011 through October 31, 2011		12,327	$	21.53		—	$	200,000,000
November 1, 2011 through November 30, 2011		161	$	28.09		—	$	200,000,000
December 1, 2011 through December 31, 2011		122	$	29.77		—	$	200,000,000
Total		12,610	$	21.70		—	$	200,000,000

(1) Amounts represent the surrender to the Company of 12,610 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

(2) On December 9, 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011. This program replaced the Company’s previous share repurchase program and expires December 31, 2012. No shares were repurchased under this program for the three months ended December 31, 2011.

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Item 6. Selected Financial Data.

The following financial information for the five years ended December 31, 2011 has been derived from our audited consolidated financial statements. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included elsewhere herein.

(in millions, except percent and per share data)	Year Ended December 31,
	2011			2010			2009			2008			2007
Statement of Operations Data:
Revenues	$	3,075.1		$	2,155.5		$	2,420.9		$	3,803.4		$	3,723.3
Operating profit (loss)		425.3			303.8			(30.9	)		559.5			529.8
Income (loss) from continuing operations		145.7			75.4			(137.7	)		282.4			289.8
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $—, $—, $—, $(0.0), and $(0.2)		—			—			—			(1.5	)		(0.7	)
Net income (loss)	$	145.7		$	75.4		$	(137.7	)	$	280.9		$	289.1
Net income (loss) attributable to Trinity Industries, Inc.	$	142.2		$	67.4		$	(137.7	)	$	280.9		$	289.1
Net income (loss) attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	1.77		$	0.85		$	(1.81	)	$	3.49		$	3.58
Discontinued operations		—			—			—			(0.02	)		(0.01	)
	$	1.77		$	0.85		$	(1.81	)	$	3.47		$	3.57
Diluted:
Continuing operations	$	1.77		$	0.85		$	(1.81	)	$	3.47		$	3.55
Discontinued operations		—			—			—			(0.02	)		(0.01	)
	$	1.77		$	0.85		$	(1.81	)	$	3.45		$	3.54
Weighted average number of shares outstanding:
Basic		77.5			76.8			76.4			78.4			78.7
Diluted		77.8			77.0			76.4			78.8			79.4
Dividends declared per common share	$	0.35		$	0.32		$	0.32		$	0.31		$	0.26
Balance Sheet Data:
Total assets	$	6,121.0		$	5,760.0		$	4,656.4		$	4,911.6		$	4,039.7
Debt — recourse		457.7			450.3			646.0			584.4			590.3
Debt — non-recourse		2,517.2			2,457.4			1,199.1			1,190.3			643.9
Stockholders’ equity	$	1,948.3		$	1,845.7		$	1,806.3		$	1,912.3		$	1,812.7
Ratio of total debt to total capital		60.4	%		61.2	%		50.5	%		48.1	%		40.5	%
Book value per share	$	24.29		$	23.13		$	22.81		$	24.08		$	22.27

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.

Due to the adoption of Accounting Standards Codification (“ASC”) 810-10, effective January 1, 2010, the Consolidated Balance Sheets as of December 31, 2011 and 2010, and the Consolidated Statements of Operations, Cash Flows, and Stockholder’s Equity for the years ended December 31, 2011 and 2010, include the financial position and results of operations of TRIP Holdings and its subsidiaries. Prior periods were not restated. See Notes 1 and 6 of the Notes to Consolidated Financial Statements for an explanation of the effect of this pronouncement.

A goodwill impairment charge of $325.0 million was recorded in 2009 related to the Rail Group segment. See Note 1 of the Notes to Consolidated Financial Statements for further discussion.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

• Company Overview

• Executive Summary

• Results of Operations

• Liquidity and Capital Resources

• Contractual Obligations and Commercial Commitments

• Critical Accounting Policies and Estimates

• Recent Accounting Pronouncements

• Forward Looking Statements

Our MD&A should be read in conjunction with our Consolidated Financial Statements and related Notes in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

Company Overview

Trinity Industries, Inc., headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. We operate in five distinct business groups which we report on a segment basis: the Rail Group, Construction Products Group, Inland Barge Group, Energy Equipment Group, and Railcar Leasing and Management Services Group. We also report the All Other segment which includes the Company’s captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges.

Our Rail and Inland Barge Groups and our structural wind towers and containers businesses operate in cyclical industries. Results in our Construction Products and Energy Equipment Groups are subject to seasonal fluctuations with the first quarter historically being the weakest quarter. Railcar sales from the lease fleet are the primary driver of fluctuations in results in the Railcar Leasing and Management Services Group. Following a period of weak railcar demand that began in 2009, new orders for railcars improved significantly in 2011 due to increased demand for the shipment of commodities, replacement of older railcars, and federal tax benefits received from taking delivery of railcars in 2011 and 2012. Orders for structural wind towers have been slow since mid-2008 when energy development companies encountered tightened credit markets, lower demand for electricity, and heightened competition arising from declining natural gas prices. The continued slowdown in the residential and commercial construction markets negatively impacted the results of 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 adapted to the rapid decline in market conditions that began in 2009 by reducing our production footprint and staffing levels and causing certain facilities to be on non-operating status. Due to improvements in demand, we increased production staff at certain facilities in late 2010 and during 2011. We expect that facilities on non-operating status will be available for future operations to the extent that demand further increases.

Executive Summary

The Company’s revenues for 2011 were approximately $3.1 billion, representing an increase of $919.6 million or 42.7% over last year. Operating profit increased to $425.3 million compared to $303.8 million last year. For the year ended December 31, 2011, the increase in revenues was primarily due to higher shipment volumes in our Rail and Inland Barge Groups while the increase in revenues in our Leasing Group was primarily due to higher railcar sales from the lease fleet, higher rental revenues from lease fleet additions, and an increase in rental rates. For the year ended December 31, 2011, the increase in operating profit was primarily due to the higher shipment levels in our Rail and Inland Barge Groups and from revenue growth and an increase in the net gain on the sales of railcars from our lease fleet in our Leasing Group. Net income attributable to Trinity Industries, Inc. common stockholders for 2011 increased $74.8 million compared to last year.

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As of December 31, 2011 and 2010, our backlog was approximately as follows:

	As of December 31,
	2011		2010
	(in millions)
Rail Group
External Customers	$	1,973.2	$	346.6
Leasing Group		621.9		111.0
	$	2,595.1	$	457.6
Inland Barge	$	494.6	$	508.0
Structural wind towers	$	934.3	$	1,000.0

For the twelve months ended December 31, 2011, our rail manufacturing businesses received orders for approximately 37,100 railcars which included a supply agreement with GATX Corporation to deliver 12,500 railcars over a five-year period, significantly increasing the Rail Group backlog. The total amount of orders in our backlog from the Leasing Group was supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. For multi-year barge orders, the deliveries for 2012 are included in the backlog at this time; deliveries beyond 2012 are not included in the backlog if specific production quantities for future years have not been determined. Approximately $412.5 million of the structural wind towers backlog is involved in litigation filed by the Company against one of our structural wind tower customers for breach of contract by failing to comply with the customer’s multi-year, contractual purchase obligations.

Capital expenditures for 2011 were $340.0 million with $258.6 million utilized for lease fleet additions, net of deferred profit of $28.3 million. Capital expenditures for 2012 are projected to be approximately $400.0 to $475.0 million, including $300.0 to $350.0 million in net lease fleet additions.

In February 2011, the $475 million TILC warehouse loan facility was renewed for an additional two years and now matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.

In May 2011, the Company’s inland barge manufacturing facility in Missouri experienced a flood resulting in significant damages to Trinity’s property and a temporary disruption of its production activities. The Company is insured against losses due to property damage and business interruption subject to certain deductibles. Trinity received $35.0 million in payments from its insurance carriers of which $22.7 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $5.7 million, with the remainder pertaining primarily to the reimbursement of flood-related expenses and lost production. Accordingly, the Company recognized a gain of $17.0 million in the fourth quarter of 2011 from the disposition of flood-damaged property, plant, and equipment. Additionally, our barge manufacturing operations incurred approximately $8.6 million in costs, net of insurance reimbursements, related to damages and lost productivity resulting from the flood. During the fourth quarter of 2011, the Company’s inland barge production capacity at its Missouri operations was restored to its pre-flood levels. With respect to the flood at our Tennessee manufacturing facility in May 2010, operating profit in 2011 includes insurance proceeds of $6.5 million and a $0.6 million gain from the disposition of damaged property, plant, and equipment related to the flood.

In July 2011, TRIP Rail Holdings LLC (“TRIP Holdings”) issued $175.0 million in Senior Secured Notes (the “TRIP Holdings Senior Secured Notes”) and TRIP Rail Master Funding LLC (“TRIP Master Funding”), a Delaware limited liability company and limited purpose, wholly-owned subsidiary of TRIP Holdings, issued $857.0 million in Secured Railcar Equipment Notes (the “TRIP Master Funding Secured Railcar Equipment Notes”). The proceeds from the TRIP Holdings Senior Secured Notes and the TRIP Master Funding Secured Railcar Equipment Notes were primarily used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Rail Leasing LLC (“TRIP Leasing”) which, in turn, repaid the borrowings under its Warehouse Loan Agreement in full.

The TRIP Holdings Senior Secured Notes have a stated final maturity date of July 6, 2014 and bear interest at 8.00% payable quarterly with a yield to call interest rate of 12.00% for redemptions or other prepayments on or prior to January 15, 2013 and 15.00% for redemptions or other prepayments after such date. The TRIP Holdings Senior Secured Notes are secured, among other things, by a pledge of each equity investor’s ownership interest in TRIP Holdings and certain distributions made to TRIP Holdings from TRIP Master Funding and are non-recourse to Trinity, TILC, TRIP Master Funding, and the other equity investors in TRIP Holdings. Trinity purchased $112.0 million of the TRIP Holdings Senior Secured Notes in July 2011.

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The TRIP Master Funding Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated as of July 6, 2011 between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date in July 2041. The TRIP Master Funding Secured Railcar Equipment Notes consist of three classes of notes with the Class A-1a notes bearing interest at 4.37%, the Class A-1b notes bearing interest at Libor plus 2.50%, and the Class A-2 notes bearing interest at 6.02%, all payable monthly. The TRIP Master Funding Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, and the other equity investors in TRIP Holdings and are secured by TRIP Master Funding’s portfolio of railcars and operating leases thereon, its cash reserves and all other assets owned by TRIP Master Funding.

On October 20, 2011, we extended our $425.0 million unsecured revolving credit facility for an additional four years. It now matures on October 20, 2016. Borrowings under the amended credit facility bear interest at Libor plus 150.0 basis points or prime plus 50.0 basis points. Financial covenants are similar to existing covenants but no longer include a minimum net worth requirement.

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Results of Operations

Years Ended December 31, 2011, 2010, and 2009

Overall Summary for Continuing Operations

Revenues

	Year Ended December 31, 2011
	Revenues								Percent Change
	External		Intersegment			Total			2011 versus 2010
	(in millions, except percents)
Rail Group	$	931.7	$	343.0		$	1,274.7			144.1	%
Construction Products Group		577.2		12.9			590.1			2.0	%
Inland Barge Group		548.5		—			548.5			29.9	%
Energy Equipment Group		454.8		18.0			472.8			12.7	%
Railcar Leasing and Management Services Group		551.4.		0.6			552.0			18.8	%
All Other		11.5		50.3			61.8			27.4	%
Eliminations – lease subsidiary		—		(325.5	)		(325.5	)
Eliminations – other		—		(99.3	)		(99.3	)
Consolidated Total	$	3,075.1	$	—		$	3,075.1			42.7	%
	Year Ended December 31, 2010
	Revenues								Percent Change
	External		Intersegment			Total			2010 versus 2009
	(in millions, except percents)
Rail Group	$	289.7	$	232.4		$	522.1			(41.7	)%
Construction Products Group		558.3		20.5			578.8			7.5	%
Inland Barge Group		422.3		—			422.3			(19.9	)%
Energy Equipment Group		408.5		11.1			419.6			(17.7	)%
Railcar Leasing and Management Services Group		464.5		—			464.5			25.5	%
All Other		12.2		36.3			48.5			0.2	%
Eliminations – lease subsidiary		—		(216.8	)		(216.8	)
Eliminations – other		—		(83.5	)		(83.5	)
Consolidated Total	$	2,155.5	$	—		$	2,155.5			(11.0	)%
	Year Ended December 31, 2009
	Revenues
	External		Intersegment			Total
	(in millions)
Rail Group	$	485.2	$	410.1		$	895.3
Construction Products Group		524.0		14.5			538.5
Inland Barge Group		527.3		—			527.3
Energy Equipment Group		502.2		7.8			510.0
Railcar Leasing and Management Services Group		370.2		—			370.2
All Other		12.0		36.4			48.4
Eliminations – lease subsidiary		—		(391.6	)		(391.6	)
Eliminations – other		—		(77.2	)		(77.2	)
Consolidated Total	$	2,420.9	$	—		$	2,420.9

Our revenues for the year ended December 31, 2011 increased from the previous year primarily due to higher shipment volumes in our Rail and Inland Barge Groups while our Leasing Group experienced increased revenue primarily due to higher railcar sales from the lease fleet, higher rental revenues from lease fleet additions, and higher rental rates. Our revenues for the year ended December 31, 2010 decreased from 2009 primarily due to the impact of the economic downturn on the markets we serve, especially the new railcar market. This decrease was partially offset in 2010 by the inclusion of the operating results of TRIP Holdings in the consolidated statements of operations for the year ended December 31, 2010.

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Operating Profit (Loss)

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Rail Group	$	77.3		$	1.5		$	(355.9	)
Construction Products Group		53.4			47.4			32.6
Inland Barge Group		106.4			69.0			125.2
Energy Equipment Group		8.9			35.1			73.8
Railcar Leasing and Management Services Group		254.5			207.0			149.0
All Other		(3.8	)		(11.4	)		0.8
Corporate		(43.6	)		(33.8	)		(30.8	)
Eliminations – lease subsidiary		(28.3	)		(8.4	)		(22.6	)
Eliminations – other		0.5			(2.6	)		(3.0	)
Consolidated Total	$	425.3		$	303.8		$	(30.9	)

Our operating profit for the year ended December 31, 2011 increased primarily as a result of higher shipment levels in our Rail and Inland Barge groups and from revenue growth and an increase in the net gain on the sales of railcars from our lease fleet in our Leasing Group. The increase from these groups is partially offset by lower profitability in our Energy Equipment group due to competitive pricing pressures and product changes. Selling, engineering, and administrative expenses as a percentage of revenue decreased to 6.8% for 2011 as compared to 8.6% for 2010.

Our operating profit for the year ended December 31, 2010 increased primarily as a result of the $325.0 million goodwill impairment charge in 2009 and the inclusion of the results of operations of TRIP Holdings in 2010 partially offset by lower product shipments. Selling, engineering, and administrative expenses as a percentage of revenues increased to 8.6% for 2010 as compared to 7.7% for 2009. Overall, selling, engineering, and administrative expenses were substantially unchanged for 2010 when compared to the previous year.

Other Income and Expense. Other income and expense is summarized in the following table:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Interest income	$	(1.5	)	$	(1.4	)	$	(1.7	)
Interest expense		185.3			182.1			123.2
Other, net		4.0			6.8			(5.3	)
Total	$	187.8		$	187.5		$	116.2

Interest expense in 2010 increased $58.9 million over the prior year due to the inclusion of TRIP Holdings interest expense of $46.9 million and an increase in debt levels, including $238.3 million of secured railcar equipment notes entered into in November 2009 and $369.2 million of secured railcar equipment notes entered into in October 2010 for the Leasing Group. The decrease in Other, net expense for the year ended December 31, 2011 of $2.8 million was primarily due to certain expenses in 2010 related to the retirement of the Company’s senior notes partially offset by higher foreign currency translation losses in 2011. The increase in Other, net expense for the year ended December 31, 2010 of $12.1 million was primarily due to lower gains in 2010 on equity investments, certain expenses related to the retirement of the Company’s senior notes in November 2010, and the recorded decline in the fair value of the Company's pre-acquisition investment in Quixote Corporation partially offset by lower foreign currency translation losses.

Income Taxes. The provision for income taxes 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:

	Year Ended December 31,
	2011			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%
State taxes		2.1			3.3			1.9
Impairment of goodwill		—			—			(23.7	)
Changes in valuation allowances		—			—			(6.5	)
Tax settlements		—			4.4			—
Changes in tax reserves		—			(9.6	)		—
Other, net		1.6			2.0			(0.3	)
Effective rate		38.7	%		35.1	%		6.4	%

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At December 31, 2011, the Company, excluding TRIP Holdings, had $124.2 million of Federal consolidated net operating loss carryforwards, after the estimated current year utilization of $42.9 million, and tax-effected $5.6 million of state loss carryforwards. TRIP Holdings had $383.3 million in Federal tax loss carryforwards at December 31, 2011. Because TRIP Holdings files a separate tax return from the Company, its tax loss carryforwards can only be used by TRIP Holdings and cannot be used to offset future taxable income of the Company. The Federal tax loss carryforwards are due to expire between 2024 and 2031. We expect TRIP Holdings to begin utilizing their tax loss carryforwards beginning in 2020. Our ability to utilize the tax loss carryforwards that were acquired as part of the Quixote acquisition against future taxable income is subject to restrictions under the Internal Revenue Code. We have established a valuation allowance for Federal, state, and foreign tax operating losses which may not be realizable.

The current provision for income taxes of $30.9 million exceeds expected cash taxes of $12.1 million related to 2011 income due to additional accruals for uncertain tax positions, refunds of excess payments from prior years, and prior year true ups.

Segment Discussion

Rail Group

	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues:
Rail	$	1,105.5		$	391.9		$	776.8			182.1	%		(49.5	)%
Components		169.2			130.2			118.5			30.0	%		9.9	%
Total revenues	$	1,274.7		$	522.1		$	895.3			144.1	%		(41.7	)%
Operating profit (loss)	$	77.3		$	1.5		$	(355.9	)
Operating profit (loss) margin		6.1	%		0.3	%		(39.8	)%

Railcar shipments in 2011 increased by 9,315 railcars to approximately 14,065 railcars when compared with 2010. Railcars shipped in 2010 and 2009 were approximately 4,750 and 9,100 railcars, respectively. As of December 31, 2011, our Rail Group backlog was as follows:

	Year Ended December 31,
	2011		2010		2009
	(in millions, except railcars)
External Customers	$	1,973.2	$	346.6	$	75.6
Leasing Group		621.9		111.0		119.8
Total	$	2,595.1	$	457.6	$	195.4
Number of railcars		29,000		5,960		2,320

For the twelve months ended December 31, 2011, our rail manufacturing businesses received orders for approximately 37,100 railcars including a supply agreement with GATX Corporation to deliver 12,500 railcars over a five-year period, significantly increasing the Rail Group backlog. The total amount of the backlog dedicated to the Leasing Group was supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

Operating profit for the Rail Group increased $75.8 million for the year ended December 31, 2011 compared to the same period last year. This increase was primarily due to significantly higher volume of railcars delivered during the year. Operating loss for the Rail Group decreased $357.4 million for the year ended December 31, 2010 compared to the prior year. This decrease was primarily due to a $325.0 million goodwill impairment charge during the quarter ended June 30, 2009. The effect of significantly reduced railcar shipments on operating profit during 2010 was partially offset by a reduction in operating expenses.

In the year ended December 31, 2011, railcar shipments included sales to the Leasing Group of $325.5 million compared to $216.8 million in 2010 with a deferred profit of $28.3 million compared to $8.4 million for the year ended December 31, 2010. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation. Railcar sales to the Leasing Group for 2009 were $391.6 million with a deferred profit of $22.6 million. Results for the year ended December 31, 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 years ended December 31, 2011 and December 31, 2010.

26

Global Insight, Inc., an independent industry research firm, has estimated in its first quarter 2012 report that the average age of the North American freight car fleet is approximately 20.8 years, with approximately 35% older than 25 years and has estimated that North American carload traffic will grow by 1.9% in 2012, with an increase of 1.5% for 2013 and 2.6% for 2014 before slowing to 1.7% in 2015, and 1.2% in 2016.

The table below is an average of the most recent estimates of approximate industry railcar deliveries for the next five years from two independent third party research firms, Global Insight, Inc. and Economic Planning Associates, Inc.

2012	55,200
2013	59,600
2014	62,100
2015	61,600
2016	60,000

TILC purchases a portion of our railcar production, financing a portion of the purchase price through a non-recourse warehouse loan facility and periodically refinances those borrowings through equipment financing transactions. In 2011, TILC purchased 26.7% of our railcar production as compared to 51.1% in 2010. On a segment basis, sales to TILC and related profits are included in the operating results of our Rail Group but are eliminated in consolidation.

Construction Products Group

	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues:
Concrete and Aggregates	$	182.3		$	256.9		$	291.4			(29.0	)%		(11.8	)%
Highway Products		377.0			312.9			238.0			20.5	%		31.5	%
Other		30.8			9.0			9.1			*			(1.1	)%
Total revenues	$	590.1		$	578.8		$	538.5			2.0	%		7.5	%
Operating profit	$	53.4		$	47.4		$	32.6
Operating profit margin		9.0	%		8.2	%		6.1	%

*not meaningful

Revenues increased slightly for the year ended December 31, 2011 compared to the same period in 2010 primarily due to higher volumes in our Highway Products business and other product lines partially offset by lower revenues in our Concrete and Aggregates business resulting from the divestiture of our asphalt operations in August 2010 and our Central Texas Region ready mix concrete facilities in April 2011. The increase in revenues for the year ended December 31, 2010 compared to the same period 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 and operating margin increased for the year ended December 31, 2011 compared to the same period in 2010 as a result of higher Highway Products sales volumes partially offset by reduced Concrete and Aggregates sales volumes. Operating profit and operating margin increased for the year ended December 31, 2010 compared to the same period in 2009 as a result of the Quixote acquisition, higher Highway Products volume, lower operating costs, and $3.8 million in gains recognized from divestitures in our Concrete and Aggregates business.

27

Inland Barge Group

	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues	$	548.5		$	422.3		$	527.3			29.9	%		(19.9	)%
Operating profit	$	106.4		$	69.0		$	125.2
Operating profit margin		19.4	%		16.3	%		23.7	%

Revenues and operating profit increased for the year ended December 31, 2011 compared to the prior year due to higher volumes of tank barges and a change in the mix of tank barge types. In addition, the increase in operating profit was affected by the impact, as described in the following table, of two separate flood events in May 2010 and May 2011 at our manufacturing facilities in Tennessee and Missouri, respectively.

	Impact to operating  profit as a result of the floods Benefit (Cost)
	Year Ended December 31,
	2011			2010
	(in millions)
Tennessee flood – May 2010
Costs, net of insurance advances related to damages and lost productivity	$	—		$	(4.6	)
Insurance proceeds related to business interruption		6.5			—
Gain on disposition of damaged property, plant, and equipment		0.6			9.7
	$	7.1		$	5.1
Missouri flood – May 2011
Costs, net of insurance advances related to damages and lost productivity	$	(8.6	)	$	—
Gain on disposition of damaged property, plant, and equipment		17.0			—
		8.4			—
Combined net effect of both floods	$	15.5		$	5.1

Excluding the net $5.1 million increase in operating profit in 2010 resulting from the effects of the flood, revenues and operating profit decreased for the year ended December 31, 2010 compared to the same period in 2009 due to a change in the mix of tank barge types and a more competitive hopper barge pricing environment. As of December 31, 2011, the backlog for the Inland Barge Group was approximately $494.6 million compared to approximately $508.0 million and approximately $318.8 million as of December 31, 2010 and December 31, 2009, respectively. For multi-year barge orders, the deliveries for 2012 are included in the backlog at this time; deliveries beyond 2012 are not included in the backlog if specific production quantities for future years have not been determined.

Energy Equipment Group

	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues:
Structural wind towers	$	245.2		$	252.1		$	358.3			(2.7	)%		(29.6	)%
Other		227.6			167.5			151.7			35.9	%		10.4	%
Total revenues	$	472.8		$	419.6		$	510.0			12.7	%		(17.7	)%
Operating profit	$	8.9		$	35.1		$	73.8
Operating profit margin		1.9	%		8.4	%		14.5	%

Revenues for the year ended December 31, 2011 increased compared to the same period in 2010 as a result of higher shipments of tank containers and tank heads offsetting lower structural wind tower shipments. Operating profit for the year ended December 31, 2011 decreased compared to the same period in 2010 primarily due to transition issues arising from changes in product mix in the structural wind towers business as well as competitive pricing on structural wind towers, partially offset by increased operating profit in other product lines.

Revenues and operating profit decreased for the year ended December 31, 2010 compared to the same period in 2009 primarily due to lower structural wind tower shipments, reduced operating efficiency from lower production volume, and lower margins on certain

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wind towers shipped. As of December 31, 2011, the backlog for structural wind towers was approximately $934.3 million compared to approximately $1.0 billion and approximately $1.1 billion as of December 31, 2010 and December 31, 2009, respectively. Approximately 28% of our backlog for structural wind towers, as of December 31, 2011, is expected to be delivered in 2012 with the remainder contracted for delivery in future years. Approximately $412.5 million of this backlog is involved in litigation filed by the Company against one of our structural wind tower customers for breach of contract by failing to comply with the customer’s multi-year, contractual purchase obligations.

Railcar Leasing and Management Services Group

	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues:
Wholly-owned subsidiaries:
Leasing and management	$	375.1		$	345.4		$	329.3			8.6	%		4.9	%
Railcar sales(1)		59.4			3.1			40.9			*			*
		434.5			348.5			370.2			24.7	%		(5.9	)%
TRIP Holdings:
Leasing and management		117.5			116.0			—			1.3	%		—
Railcar sales(1)		—			—			—			—			—
		117.5			116.0			—			1.3	%		—
Total revenues	$	552.0		$	464.5		$	370.2			18.8	%		25.5	%
Operating profit:
Wholly-owned subsidiaries:
Leasing and management	$	156.3		$	131.7		$	128.5
Railcar sales(1):
Railcars owned one year or less at the time of sale		13.2			0.2			2.1
Railcars owned more than one year at the time of sale		11.8			6.6			18.4
		181.3			138.5			149.0
TRIP Holdings:
Leasing and management		68.8			68.5			—
Railcar sales(1):
Railcars owned one year or less at the time of sale		—			—			—
Railcars owned more than one year at the time of sale		4.4			—			—
		73.2			68.5			—
Total operating profit	$	254.5		$	207.0		$	149.0
Operating profit margin:
Leasing and management		45.7	%		43.4	%		39.0	%
Railcar sales		*			*			*
Total operating profit margin		46.1	%		44.6	%		40.2	%
Fleet utilization:
Wholly-owned subsidiaries		99.3	%		99.3	%		97.8	%
TRIP Holdings		99.9	%		99.9	%		—
Total fleet		99.5	%		99.4	%		97.8	%

* Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.

Total revenues increased for the year ended December 31, 2011 compared to the prior year primarily due to increased railcar sales from the lease fleet, as well as rental revenues related to additions to the lease fleet and higher rental rates. Total revenues decreased for the year ended December 31, 2010 compared to the prior year due to decreased railcar sales from the lease fleet including $39.4 million in railcar sales to TRIP Leasing for the year ended December 31, 2009, partially offset by increased utilization and rental

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revenues related to additions to the lease fleet of our wholly-owned subsidiaries. Additionally, due to the adoption of an accounting pronouncement, the Leasing Group's results of operations for the years ended December 31, 2011 and December 31, 2010 include TRIP Holdings and its subsidiaries. See Notes 1 and 6 of the Notes to Consolidated Financial Statements.

Operating profit increased for the year ended December 31, 2011 compared to the prior year due to profit from railcar sales, rental revenues related to additions to the lease fleet, and higher rental rates. Operating profit increased for the year ended December 31, 2010 compared to 2009 due to the inclusion of TRIP Holdings in the Leasing Group's results of operations in 2010 and increased utilization and rental revenues related to lease fleet additions, partially offset by lower profit from railcar sales. Results for the year ended December 31, 2009 included $183.8 million in railcar sales 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 railcar sales to TRIP Leasing or TRIP Master Funding during the years ended December 31, 2011 and December 31, 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.

Information regarding the Leasing Group’s lease fleet as of December 31, 2011 follows:

	No. of cars		Average age		Average remaining lease term
Wholly-owned subsidiaries		54,595		6.6		3.5
TRIP Holdings		14,350		4.3		3.1
Total fleet		68,945		6.1		3.4

All Other

	Year Ended December 31,								Percent Change
	2011			2010			2009		2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues	$	61.8		$	48.5		$	48.4		27.4	%		0.2	%
Operating profit (loss)	$	(3.8	)	$	(11.4	)	$	0.8

The increase in revenues for the year ended December 31, 2011 compared to the prior year was primarily due to an increase in intersegment sales by our transportation company. Revenues for the year ended December 31, 2010 remained relatively constant when compared to the same period in 2009. Operating losses decreased for the year ended December 31, 2011 compared to the same period in 2010 due to higher intersegment transportation sales. Operating profit decreased for the year ended December 31, 2010 compared to the same period in 2009 primarily due to gains on property dispositions in 2009.

Corporate

	Year Ended December 31,						Percent Change
	2011		2010		2009		2011 versus 2010			2010 versus 2009
	($ in millions)
Operating costs	$	43.6	$	33.8	$	30.8		29.0	%		9.7	%

The increase in operating costs for the year ended December 31, 2011 compared to 2010 is due to higher incentive and deferred compensation costs. The increase in operating costs for the year ended December 31, 2010 compared to 2009 is due to additional costs from the acquisition of Quixote Corporation.

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Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for each of the last three years:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Total cash provided by (required by)
Operating activities	$	104.3		$	170.5		$	707.3
Investing activities		(85.0	)		(308.2	)		(187.4	)
Financing activities		(22.2	)		(120.1	)		(69.9	)
Net increase (decrease) in cash and cash equivalents	$	(2.9	)	$	(257.8	)	$	450.0

2011 compared with 2010

Operating Activities. Net cash provided by operating activities for the year ended December 31, 2011 was $104.3 million compared to $170.5 million of net cash provided by operating activities for the same period in 2010. Cash flow provided by operating activities decreased primarily due to an overall increase in accounts receivable and inventories in 2011 compared with 2010 partially offset by higher operating profits in 2011.

Accounts receivables at December 31, 2011 increased by $146.3 million or 63% since December 31, 2010 primarily due to higher receivables from the Rail and Energy Equipment Groups. Raw materials inventory at December 31, 2011 increased by $155.4 million or 92% since December 31, 2010 primarily attributable to higher levels in our Rail and Inland Barge Groups required to meet production demands. Finished goods inventory at December 31, 2011 increased by $20.9 million or 27% since December 31, 2010 primarily attributable to our Rail and Construction Products Groups reflecting higher levels of production arising from increased shipping volumes in our Highway Products business. Accounts payable increased by $73.1 million or 55% since December 31, 2010 primarily due to higher production levels in the business groups mentioned. Accrued liabilities decreased by $14.2 million or 4% from December 31, 2010. We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivables and inventory.

Investing Activities. Net cash required by investing activities for the year ended December 31, 2011 was $85.0 million compared to $308.2 million for the year ended December 31, 2010. Investments in short-term marketable securities decreased by $158.0 million during the year ended December 31, 2011 compared to an increase of $88.0 million during the year ended December 31, 2010. Capital expenditures for the year ended December 31, 2011 were $340.0 million, of which $258.6 million were for net additions to the lease fleet and $29.4 million were for replacement of flood-damaged property. This compares to $254.8 million of capital expenditures for the same period last year, of which $213.8 million were for net additions to the lease fleet and $12.0 million were for replacement of flood-damaged property. Capital expenditures for 2012 are projected to be approximately $400.0 to $475.0 million, including $300.0 to $350.0 million in net lease fleet additions. Proceeds from the sale of property, plant, and equipment and other assets were $139.5 million for the year ended December 31, 2011, comprised primarily of railcar sales from the lease fleet totaling $60.6 million, and proceeds from the disposition of flood-damaged property, plant and equipment of $23.3 million. Proceeds from the sale of property, plant, and equipment and other assets were $84.5 million for the year ended December 31, 2010, comprised primarily of the sale of assets in our Construction Products Group for $30.8 million, railcar sales from the lease fleet totaling $33.6 million, and proceeds from the disposition of flood-damaged property, plant and equipment of $12.0 million. Net cash required related to acquisitions amounted to $42.5 million and $49.9 million for the year ended December 31, 2011 and 2010, respectively.

Financing Activities. Net cash required by financing activities for the years ended December 31, 2011 and 2010 was $22.2 million and $120.1 million, respectively. During the year ended December 31, 2011 we borrowed $1,145.9 million, primarily consisting of $920.0 million to refinance the TRIP Warehouse Loan as described further below, with the remainder primarily from borrowings under our TILC warehouse loan facility. During the year ended December 31, 2011, we retired $1,113.0 million in debt principally consisting of the repayment of the TRIP Warehouse Loan. During the comparable prior year period, Trinity Rail Leasing 2010 LLC (“TRL 2010”) issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes which are non-recourse to Trinity. A portion of the proceeds from the TRL 2010 financing was used to retire, in full, our 6.5% Senior Notes due March 2014 and repay a portion of our borrowings under our

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TILC warehouse loan facility. Debt retirements during 2010 totaled $363.9 million 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 in the comparable prior year period. Restricted cash increased by $33.2 million during 2011. We intend to use our cash and committed credit facilities to fund the operations, expansions, and growth initiatives of the Company.

2010 compared with 2009

Operating Activities. Net cash provided by the operating activities of continuing operations for the year ended December 31, 2010 was $170.5 million compared to $707.3 million of net cash provided by the operating activities of continuing operations for the same period in 2009.

Accounts receivables at December 31, 2010 increased by $62.2 million or 39% since December 31, 2009 due to higher shipping volumes at year end primarily in our Rail and Energy Equipment Groups. Raw materials inventory at December 31, 2010 increased by $72.3 million or 75% since December 31, 2009 primarily attributable to higher levels in our Rail and Energy Equipment Groups required to meet production demands. Finished goods inventory decreased slightly by $9.3 million since December 31, 2009 primarily due to lower finished goods inventory in our Rail Group. Accounts payable increased by $53.4 million or 70% since December 31, 2009 primarily due to higher production activity while accrued liabilities decreased by $59.5 million due to the normal settlement of certain items during the year.

Investing Activities. Net cash required by investing activities of continuing operations for the year ended December 31, 2010 was $308.2 million compared to $187.4 million for the same period in 2009. Capital expenditures for the year ended December 31, 2010 were $254.8 million, of which $213.8 million were for net additions to the lease fleet and $12.0 million were for replacement of flood-damaged property. This compares to $390.4 million of capital expenditures for the same period in 2009, of which $343.0 million were for net additions to the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets were $84.5 million for the year ended December 31, 2010, comprised primarily of the sale of assets in our Construction Products Group for $30.8 million, railcar sales from the lease fleet totaling $33.6 million, and proceeds from the disposition of flood-damaged property, plant and equipment of $12.0 million. This compares to $273.0 million for the same period in 2009 comprised primarily of railcar sales from the lease fleet, which included $144.4 million to TRIP Leasing, and the sale of non-operating assets. Cash required related to acquisitions amounted to $49.9 million, excluding $17.1 million in cash balances acquired from Quixote.

Financing Activities. Net cash required by financing activities during the years ended December 31, 2010 and 2009 was $120.1 million and $69.9 million, respectively. As stated previously, in 2010, TRL 2010 issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes which are non-recourse to Trinity. A portion of the proceeds from the TRL 2010 financing was used to retire, in full, our 6.5% Senior Notes due March 2014 and repay a portion of our borrowings under our TILC warehouse loan facility. In addition, during the year ended December 31, 2010, we retired $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.

Other Financing Activities

At December 31, 2011 and for the two year period then ended, there were no borrowings under our $425.0 million revolving credit facility. This facility was amended and extended in October 2011 for an additional four years and now matures on October 20, 2016. Interest on the revolving credit facility is calculated at Libor plus 150.0 basis points or prime plus 50.0 basis points. After subtracting $74.1 million and $79.9 million for letters of credit outstanding, there was $350.9 million and $345.1 million available under the revolving credit facility as of December 31, 2011 and 2010, respectively.

As of December 31, 2011, peak borrowings for the year of $308.5 million were outstanding and $166.5 million was available under TILC’s $475 million TILC warehouse loan facility, established to finance railcars owned by TILC. As of December 31, 2010, the facility had $80.2 million outstanding and $394.8 million available. 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 2.30% at December 31, 2011. In February 2011, the warehouse loan facility was renewed for an additional two years and now matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.

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On July 6, 2011, TRIP Holdings issued $175.0 million in TRIP Holdings Senior Secured Notes and TRIP Master Funding issued $857.0 million in TRIP Master Funding Secured Railcar Equipment Notes. A portion of the proceeds from the TRIP Holdings Senior Secured Notes and the TRIP Master Funding Secured Railcar Equipment Notes were used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid the TRIP Warehouse Loan in full.

The TRIP Holdings Senior Secured Notes have a stated final maturity date of July 6, 2014 and bear interest at 8.00% payable quarterly with yield to call interest rates of 12.00% for redemptions or other prepayments on or prior to January 15, 2013 and 15.00% for redemptions or other prepayments after such date. The TRIP Holdings Senior Secured Notes are secured, among other things, by a pledge of each equity investor’s ownership interest in TRIP Holdings and certain distributions made to TRIP Holdings from TRIP Master Funding and are non-recourse to Trinity, TILC, TRIP Master Funding, and the other equity investors in TRIP Holdings. Trinity purchased $112.0 million of the TRIP Holdings Senior Secured Notes in July 2011.

The TRIP Master Funding Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated July 6, 2011 between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date in July 2041. The TRIP Master Funding Secured Railcar Equipment Notes consist of three classes of notes with the Class A-1a notes bearing interest at 4.37%, the Class A-1b notes bearing interest at Libor plus 2.50%, and the Class A-2 notes bearing interest at 6.02%, all payable monthly. The TRIP Master Funding Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, and the other equity investors in TRIP Holdings and are secured by TRIP Master Funding’s portfolio of railcars and operating leases thereon, its cash reserves and all other assets owned by TRIP Master Funding.

On December 9, 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011. This program replaced the Company’s previous share repurchase program and expires December 31, 2012. No shares were repurchased under this program during the year ended December 31, 2011.

Following a period of weak railcar demand that began in 2009, new orders for railcars improved significantly in 2011 due to increased demand for the shipment of commodities, replacement of older railcars, and federal tax benefits received from taking delivery of railcars in 2011 and 2012. Orders for structural wind towers have been slow since mid-2008 when energy development companies encountered tightened credit markets, lower demand for electricity, and heightened competition arising from lower natural gas prices. The continued slowdown in the residential and commercial construction markets negatively impacted the results of 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 adapted to the rapid decline in market conditions that began in 2009 by reducing our production footprint and staffing levels and causing certain facilities to be on non-operating status. Due to improvements in demand, we increased production staff at certain facilities in late 2010 and during 2011. We expect that facilities on non-operating status will be available for future operations to the extent that demand increases further.

Equity Investment

See Note 6 of the Notes to Consolidated Financial Statements.

Future Operating Requirements

We expect to finance future operating requirements with cash on hand, 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 TILC warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale/leaseback transactions. The Company has also issued equity at various times. As of December 31, 2011, the Company had unrestricted cash balances of $351.1 million, $350.9 million available under its revolving credit facility and $166.5 million available under its TILC warehouse facility. Despite the volatile conditions in the financial markets, the Company believes it has access to adequate capital resources to fund operating requirements and is an active participant in the credit markets.

Off Balance Sheet Arrangements

See Note 5 of the Notes to Consolidated Financial Statements.

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Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates and pricing for 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. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in fair value resulting in ineffectiveness, as defined by accounting standards issued by the FASB, is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in AOCL as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings. Trinity monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties’ non-performance. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at December 31, 2011.

Interest rate hedges

						Included in accompanying balance sheet at December 31, 2011
	Notional Amount		Interest Rate(1)			Liability		AOCL  —loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%		—	$	(2.3	)		—
2006-2007	$	370.0		5.34	%		—	$	10.6			—
TRIP Holdings(2)	$	788.5		3.60	%		—	$	23.4		$	17.5
Interest rate swaps:
TRIP Rail Master Funding secured railcar equipment notes	$	89.5		2.62	%	$	4.8	$	2.7		$	2.0
2008 debt issuance	$	474.7		4.13	%	$	48.9	$	46.7			—

⁽¹⁾  Weighted average fixed interest rate

⁽²⁾  Previously classified with interest rate swaps

	Effect on interest expense — increase/(decrease)
										Expected  effect during next twelve months(1)
	Year Ended December 31,
	2011			2010			2009
	(in millions)
Interest rate locks:
2005-2006	$	(0.4	)	$	(0.4	)	$	(0.4	)	$	(0.3	)
2006-2007	$	3.5		$	3.8		$	4.0		$	3.4
TRIP Holdings(2)	$	17.4		$	29.3			—		$	6.0
Interest rate swaps:
TILC warehouse		—		$	0.5		$	2.9			—
TRIP Rail Master Funding secured railcar equipment notes	$	1.1			—			—		$	1.7
2008 debt issuance	$	19.6		$	19.7		$	21.6		$	17.0

⁽¹⁾  Based on fair value as of December 31, 2011

⁽²⁾  Previously classified with interest rate swaps

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

34

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 were being used to hedge our exposure to changes in the variable interest rate associated with our TILC warehouse facility. The effect on interest expense included the mark to market valuation on the interest rate swap transactions and monthly interest settlements. These interest rate hedges expired 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 primarily from monthly interest settlements. In 2009, $1.0 million in unrealized derivative losses were reclassified from AOCL to interest expense that was related to a partial retirement of the debt issuance in the fourth quarter of 2009.

Between 2007 and 2009, TRIP Holdings, as required by its warehouse loan agreement, entered into interest rate swap transactions, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $6.0 million of additional interest expense expected to be recognized during the next twelve months following December 31, 2011. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Rail Master Funding, entered into an interest rate swap transaction with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b secured railcar equipment notes.

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

Other Derivatives

	Effect on operating income — increase/(decrease)
	Year Ended December 31,
	2011		2010			2009
	(in millions)
Fuel hedges(1)
Effect of mark to market valuation	$	0.0	$	0.0		$	(0.3	)
Settlements		0.4		(0.1	)		(1.2	)
	$	0.4	$	(0.1	)	$	(1.5	)
Foreign exchange hedges(2)	$	0.1	$	(0.9	)	$	(1.9	)

⁽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 maintain 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 in the consolidated balance sheets as of December 31, 2011 and 2010 for these instruments was not significant.

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Foreign exchange hedge

We enter 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 December 31, 2011 and 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 years ended December 31, 2011, 2010 and 2009 was not significant.

Stock-Based Compensation

We have a stock-based compensation plan covering our employees and our Board of Directors. See Note 16 of the Notes to Consolidated Financial Statements.

Employee Retirement Plans

As disclosed in Note 14 of the Notes to Consolidated Financial Statements, the projected benefit obligation for the employee retirement plans exceeds the plans’ assets by $74.2 million as of December 31, 2011 as compared to $44.7 million as of December 31, 2010. The change was primarily due to actual investment returns falling short of previous actuarial estimates and a fifty basis point reduction in the obligation discount rate assumption. We continue to sponsor an employee savings plan under the existing 401(k) plan that covers substantially all employees and includes both a company matching contribution and an annual retirement contribution of up to 3% each of eligible compensation based on our performance, as well as a Supplemental Profit Sharing Plan. Both the annual retirement contribution and the company matching contribution are discretionary, requiring board approval, and made annually with the investment of the funds directed by the participants.

Employer contributions for the year ending December 31, 2012 are expected to be $17.3 million for the defined benefit plans compared to $15.4 million contributed during 2011. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2012 are expected to be $9.3 million compared to $8.2 million during 2011.

During the first quarter of 2009, the Company amended its Supplemental Retirement Plan (the “Supplemental Plan”) to reduce future retirement plan costs. This amendment provided 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 provided that, effective March 31, 2009, all future benefit accruals under the Pension Plan automatically cease 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, accrued pension liability was reduced by $44.1 million with an offsetting reduction in funded status of pension liability included in AOCL.

36

Contractual Obligations and Commercial Commitments

As of December 31, 2011, we had the following contractual obligations and commercial commitments:

			Payments Due by Period
Contractual Obligations and Commercial Commitments	Total		1 Year or Less		2-3 Years		4-5 Years		After 5 Years
	(in millions)
Debt and capital lease obligations:
Debt:
Parent and wholly-owned subsidiaries, excluding unamortized debt discount	$	2,124.9	$	80.0	$	452.5	$	503.2	$	1,089.2
TRIP Holdings		901.2		41.0		142.5		65.3		652.4
Capital lease obligations		48.6		2.8		6.0		6.8		33.0
Interest		1,055.2		153.1		281.1		229.4		391.6
		4,129.9		276.9		882.1		804.7		2,166.2
Operating leases		12.6		4.3		4.1		2.3		1.9
Obligations for purchase of goods and services1		399.6		388.8		10.3		0.5		—
Letters of credit		74.1		69.2		4.9		—		—
Leasing Group — operating leases related to sale/leaseback transactions		633.5		52.8		106.5		99.0		375.2
Other		10.9		5.6		3.0		2.3		—
Total	$	5,260.6	$	797.6	$	1,010.9	$	908.8	$	2,543.3

¹ Includes $347.5 million in purchase obligations for raw materials and components principally by the Rail, Inland Barge, and Energy Equipment Groups.

As of December 31, 2011 and 2010, we had approximately $65.8 million and $48.0 million, respectively, of tax liabilities, including interest and penalties, related to uncertain tax positions. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities. See Note 13 of the Notes to Consolidated Financial Statements.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to bad debts, inventories, property, plant, and equipment, goodwill, income taxes, warranty obligations, insurance, restructuring costs, contingencies, and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Inventory

We state all our inventories at the lower of cost or market. Our policy related to excess and obsolete inventory requires the inventory to be analyzed at the business unit level on a quarterly basis and to record any required adjustments. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements and compare that with the current or committed inventory levels. It is possible that changes in required inventory reserves may occur in the future due to then current market conditions.

37

Long-lived Assets

We periodically evaluate the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than its carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets.

Goodwill

Goodwill is required to be tested for impairment annually, or on an interim basis, whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325.0 million during the second quarter of 2009. As of December 31, 2011, 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. See Note 1 of the Notes to Consolidated Financial Statements for further explanation.

Given the uncertainties of the economy and its potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the fair value of our reporting units, made for the purposes of the long-lived asset and goodwill impairment tests, will prove to be accurate predictions of the future. If our assumptions regarding forecasted cash flows are not achieved, it is possible that additional impairments of remaining goodwill and long-lived assets may be required.

Warranties

The Company provides warranties against workmanship and materials 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.

Insurance

We are effectively self-insured for workers’ compensation claims. A third-party administrator processes all such claims. We accrue our workers’ compensation liability based upon independent actuarial studies. To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liability may change.

Contingencies and Litigation

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. However, resolution of certain claims or lawsuits by settlement or otherwise could impact the operating results of the reporting period in which such resolution occurs.

Environmental

We are involved in various proceedings related to environmental matters. We have provided reserves to cover probable and estimable liabilities with respect to such proceedings, taking into account currently available information and our contractual rights of

38

indemnification. However, estimates of future response costs are necessarily imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

Income Taxes

The Company accounts for income taxes under the asset and liability method prescribed by ASC 740. See Note 13 in the Notes to Consolidated Financial Statements. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases using currently enacted tax rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Management is required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. Changes in the calculated deferred tax assets and liabilities may occur in certain circumstances, including statutory income tax rate changes, statutory tax law changes, changes in the anticipated timing of recognition of deferred tax assets and liabilities or changes in the structure or tax status of the Company. The Company assesses whether a valuation allowance should be established against its deferred tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses; a forecast of future profitability; the duration of statutory carryback and carryforward periods; the Company’s experience with tax attributes expiring unused; and tax planning alternatives.

At December 31, 2011, the Company, excluding TRIP Holdings, had $124.2 million of Federal consolidated net operating loss carryforwards, after the estimated current year utilization of $42.9 million, and tax-effected $5.6 million of state loss carryforwards. TRIP Holdings had $383.3 million in Federal tax loss carryforwards at December 31, 2011. Because TRIP Holdings files a separate tax return from the Company, its tax loss carryforwards can only be used by TRIP Holdings and cannot be used to offset future taxable income of the Company. The Federal tax loss carryforwards are due to expire between 2024 and 2031. Our ability to utilize the tax loss carryforwards that were acquired as part of the Quixote acquisition against future taxable income is subject to restrictions under the Internal Revenue Code. We have established a valuation allowance for Federal, state, and foreign tax operating losses which may not be realizable.

At times, we may claim tax benefits that may be challenged by a tax authority. We recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards.

Pensions

The Company sponsors defined benefit plans which provide retirement income and death benefits for certain eligible employees. The Company’s pension costs and liabilities are primarily determined using actuarial assumptions regarding the long-term rate of return on plan assets and the discount rate used to determine the present value of future benefit obligations. The compensation increase rate assumption pertains solely to the pension plan of the Company’s Inland Barge segment as the accrued benefits of the Company’s remaining pension plans were frozen in 2009. Pension assumptions are reviewed annually by outside actuaries and the Company’s management. These actuarial assumptions are summarized in the following table:

	Year Ended December 31,
	2011			2010			2009
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate		5.40	%		5.90	%		6.10	%
Compensation increase rate		3.00	%		3.00	%		3.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate		5.90	%		6.10	%		6.50	%
Long-term rate of return on plan assets		7.75	%		7.75	%		7.75	%
Compensation increase rate		3.00	%		3.00	%		4.00	%

The obligation discount rate assumption is determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans’ projected benefit payments. The expected long-term rate of return on plan assets is an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, we developed estimates based upon the anticipated performance of the assets in its portfolio. The effect of a change in

39

either of these assumptions on the net retirement cost for the year ended December 31, 2011 and on the projected benefit obligations at December 31, 2011 is summarized as follows:

	Effect on Net Retirement Cost for the Year Ended December 31, 2011			Effect on Projected Benefit Obligations at December 31, 2011
	Increase/(decrease) (in millions)
Assumptions:
Obligation discount rate:
Increase of 50 basis points	$	(0.2	)	$	(22.1	)
Decrease of 50 basis points	$	0.4		$	23.5
Long-term rate of return on plan assets:
Increase of 50 basis points	$	(1.5	)	$	—
Decrease of 50 basis points	$	1.5		$	—

Recent Accounting Pronouncements

See Note 1 of the Notes to Consolidated Financial Statements.

Forward-Looking Statements

This annual report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the 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;

• naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;

• 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;

40

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

• 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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Our earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate debt obligations, which represented approximately 30.8% of our total debt as of December 31, 2011. If interest rates average one percentage point more in fiscal year 2012 than they did during 2011, our interest expense would increase by $3.9 million, after considering the effects of interest rate hedges. In comparison, at December 31, 2010, we estimated that if interest rates averaged one percentage point more in fiscal year 2011 than they did during the year ended December 31, 2010, our interest expense would increase by $3.0 million. The impact of an increase in interest rates was determined based on the impact of the hypothetical change in interest rates and scheduled principal payments on our variable-rate debt obligations as of December 31, 2011 and 2010. A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $166.8 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $193.1 million.

Trinity uses derivative instruments to mitigate the impact of increases in natural gas, diesel fuel prices, and zinc. Existing hedge transactions as of December 31, 2011 are based on the New York Mercantile Exchange for natural gas and heating oil. Hedge transactions are settled with the counterparty in cash. At December 31, 2011 and December 31, 2010 the effect on the consolidated balance sheets was insignificant. The effect on the consolidated statement of operations for the year ended December 31, 2011 was operating income of $0.2 million, and for the year ended December 31, 2010 was operating expense of $0.1 million. We estimate that the impact to earnings and the balance sheet that could result from hypothetical price changes of up to 10% is not significant based on hedge positions at December 31, 2011.

In addition, we are subject to market risk related to our net investments in our foreign subsidiaries. The net investment in foreign subsidiaries as of December 31, 2011 was $188.4 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been material to us. See Note 12 of the Notes to Consolidated Financial Statements.

41

Item 8. Financial Statements and Supplementary Data.

Trinity Industries, Inc.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		43
Report of Independent Registered Public Accounting Firm		44
Consolidated Statements of Operations for the years ended December 31, 2011, 2010, and 2009		45
Consolidated Balance Sheets as of December 31, 2011 and 2010		46
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010, and 2009		47
Consolidated Statements of Stockholders’ Equity for the years ended December  31, 2011, 2010, and 2009		48
Notes to Consolidated Financial Statements		49

Due to the adoption of an accounting pronouncement, Accounting Standards Codification (“ASC”) 810-10, which became effective January 1, 2010, the Consolidated Balance Sheets as of December 31, 2011 and 2010, and the Consolidated Statements of Operations, Cash Flows, and Stockholder’s Equity for the years ended December 31, 2011 and 2010, include the financial position and results of operations of TRIP Rail Holdings LLC (“TRIP Holdings”) and its subsidiary. See Notes 1 and 6 of the Notes to Consolidated Financial Statements for an explanation of the effect of this pronouncement.

42

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

    Trinity Industries, Inc.

We have audited Trinity Industries, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Trinity Industries, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Trinity Industries, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Trinity Industries, Inc. and Subsidiaries as of December 31, 2011 and 2010, and the related consolidated statements of operations, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2011 of Trinity Industries, Inc. and Subsidiaries and our report dated February 16, 2012 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 16, 2012

43

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

    Trinity Industries, Inc.

We have audited the accompanying consolidated balance sheets of Trinity Industries, Inc. and Subsidiaries as of December 31, 2011 and 2010 and the related consolidated statements of operations, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trinity Industries, Inc. and Subsidiaries at December 31, 2011 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, during the year ended December 31, 2010, the Company adopted a new accounting standard relating to consolidation of variable interest entities.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Trinity Industries, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 16, 2012 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 16, 2012

44

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

	Year Ended December 31,
	2011			2010			2009
	(in millions, except per share data)
Revenues:
Manufacturing	$	2,523.7		$	1,691.0		$	2,050.7
Leasing		551.4			464.5			370.2
		3,075.1			2,155.5			2,420.9
Operating costs:
Cost of revenues:
Manufacturing		2,164.7			1,434.7			1,712.5
Leasing		290.3			244.0			226.7
Other		27.9			10.9			25.7
		2,482.9			1,689.6			1,964.9
Selling, engineering, and administrative expenses:
Manufacturing		142.2			132.3			142.5
Leasing		23.4			20.1			12.9
Other		43.5			33.9			30.7
		209.1			186.3			186.1
Goodwill impairment		—			—			325.0
Gain on disposition of property, plant, and equipment:
Net gains on lease fleet sales		16.2			6.6			18.4
Disposition of flood-damaged property, plant, and equipment		17.6			9.7			—
Other		8.4			7.9			5.8
		42.2			24.2			24.2
Total operating profit (loss)		425.3			303.8			(30.9	)
Other (income) expense:
Interest income		(1.5	)		(1.4	)		(1.7	)
Interest expense		185.3			182.1			123.2
Other, net		4.0			6.8			(5.3	)
		187.8			187.5			116.2
Income (loss) before income taxes		237.5			116.3			(147.1	)
Provision (benefit) for income taxes:
Current		30.9			(19.2	)		14.4
Deferred		60.9			60.1			(23.8	)
		91.8			40.9			(9.4	)
Net income (loss)		145.7			75.4			(137.7	)
Net income attributable to noncontrolling interest		3.5			8.0			—
Net income (loss) attributable to Trinity Industries, Inc.	$	142.2		$	67.4		$	(137.7	)
Net income (loss) attributable to Trinity Industries, Inc. per common share:
Basic	$	1.77		$	0.85		$	(1.81	)
Diluted	$	1.77		$	0.85		$	(1.81	)
Weighted average number of shares outstanding:
Basic		77.5			76.8			76.4
Diluted		77.8			77.0			76.4
Dividends declared per common share	$	0.35		$	0.32		$	0.32

See accompanying notes to consolidated financial statements.

45

Trinity Industries, Inc. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2011			December 31, 2010
	(in millions)
ASSETS
Cash and cash equivalents	$	351.1		$	354.0
Short-term marketable securities		—			158.0
Receivables, net of allowance for doubtful accounts of $8.3 and $5.5		384.3			232.0
Income tax receivable		1.6			7.4
Inventories:
Raw materials and supplies		324.8			169.4
Work in process		125.6			83.3
Finished goods		99.5			78.6
		549.9			331.3
Restricted cash, including TRIP Holdings of $74.6 and $46.0		240.3			207.1
Property, plant, and equipment, at cost, including TRIP Holdings of $1,257.7 and $1,282.1		5,407.9			5,202.2
Less accumulated depreciation, including TRIP Holdings of $122.7 and $90.3		(1,228.4	)		(1,090.2	)
		4,179.5			4,112.0
Goodwill		225.9			197.6
Other assets		188.4			160.6
	$	6,121.0		$	5,760.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	207.4		$	132.8
Accrued liabilities		421.3			375.6
Debt:
Recourse, net of unamortized discount of $99.8 and $111.1		457.7			450.3
Non-recourse:
Parent and wholly-owned subsidiaries		1,616.0			1,453.5
TRIP Holdings		901.2			1,003.9
		2,974.9			2,907.7
Deferred income		38.7			33.6
Deferred income taxes		434.7			391.0
Other liabilities		95.7			73.6
		4,172.7			3,914.3
Stockholders’ equity:
Preferred stock — 1.5 shares authorized and un-issued		—			—
Common stock — shares authorized — 200.0; shares issued and outstanding at December 31, 2011 — 81.7; at December 31, 2010 — 81.7		81.7			81.7
Capital in excess of par value		626.5			606.1
Retained earnings		1,314.7			1,200.5
Accumulated other comprehensive loss		(134.0	)		(95.5	)
Treasury stock — at December 31, 2011 — 1.5 shares; at December 31, 2010 — 1.9 shares		(25.1	)		(28.0	)
		1,863.8			1,764.8
Noncontrolling interest		84.5			80.9
		1,948.3			1,845.7
	$	6,121.0		$	5,760.0

See accompanying notes to consolidated financial statements.

46

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Operating activities:
Net income (loss)	$	145.7		$	75.4		$	(137.7	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Goodwill impairment		—			—			325.0
Depreciation and amortization		192.9			189.6			160.8
Stock-based compensation expense		23.5			15.7			13.5
Excess tax benefits from stock-based compensation		(3.2	)		(0.6	)		—
Provision (benefit) for deferred income taxes		60.9			60.1			(23.8	)
Net gains on sales of railcars owned more than one year at the time of sale		(16.2	)		(6.6	)		(18.4	)
Gain on disposition of property, plant, equipment, and other assets		(8.4	)		(7.9	)		(5.8	)
Gain on disposition of flood-damaged property, plant, and equipment		(17.6	)		(9.7	)		—
Other		19.3			5.0			8.8
Changes in assets and liabilities:
(Increase) decrease in receivables		(146.3	)		(62.2	)		91.5
(Increase) decrease in income tax receivable		5.8			3.8			87.5
(Increase) decrease in inventories		(212.2	)		(88.7	)		380.1
(Increase) decrease in other assets		(13.5	)		27.8			(24.1	)
Increase (decrease) in accounts payable		73.1			53.4			(140.8	)
Increase (decrease) in accrued liabilities		(14.2	)		(59.5	)		(20.5	)
Increase (decrease) in other liabilities		14.7			(25.1	)		11.2
Net cash provided by operating activities		104.3			170.5			707.3
Investing activities:
(Increase) decrease in short-term marketable securities		158.0			(88.0	)		(70.0	)
Proceeds from sales of railcars owned more than one year at the time of sale		60.6			33.6			154.3
Proceeds from lease fleet sales — sale and leaseback		44.4			—			103.6
Proceeds from disposition of property, plant, equipment, and other assets		11.2			38.9			15.1
Proceeds from disposition of flood-damaged property, plant, and equipment		23.3			12.0			—
Capital expenditures — leasing, net of railcars owned one year or less at the time of sale		(258.6	)		(213.8	)		(343.0	)
Capital expenditures — manufacturing and other		(52.0	)		(29.0	)		(47.4	)
Capital expenditures — replacement of flood-damaged property, plant, and equipment		(29.4	)		(12.0	)		—
Acquisitions, net of cash acquired		(42.5	)		(49.9	)		—
Net cash required by investing activities		(85.0	)		(308.2	)		(187.4	)
Financing activities:
Proceeds from issuance of common stock, net		2.1			1.7			1.1
Excess tax benefits from stock-based compensation		3.2			0.6			—
Payments to retire debt — assumed debt of Quixote		—			(40.0	)		—
Payments to retire debt — other		(1,113.0	)		(363.9	)		(294.0	)
Proceeds from issuance of debt		1,145.9			363.5			281.1
Stock repurchases		—			—			(6.3	)
(Increase) decrease in restricted cash		(33.2	)		(25.4	)		(26.5	)
Purchase of additional interest in TRIP Holdings		—			(28.6	)		—
Dividends paid to common shareholders		(27.2	)		(25.4	)		(25.3	)
Distribution to noncontrolling interest		—			(2.6	)		—
Net cash (required) provided by financing activities		(22.2	)		(120.1	)		(69.9	)
Net (decrease) increase in cash and cash equivalents		(2.9	)		(257.8	)		450.0
Cash and cash equivalents at beginning of period		354.0			611.8			161.8
Cash and cash equivalents at end of period	$	351.1		$	354.0		$	611.8

Interest paid for the years ended December 31, 2011, 2010, and 2009, was $154.9 million, $160.5 million, and $101.4 million, respectively. There was no capitalized interest in the years ended December 31, 2011, 2010, and 2009. Tax payments made, net of refunds received, for the year ended December 31, 2011 were $2.5 million. Tax refunds received, net of payments made, for the years ended December 31, 2010 and 2009 were $16.0 million and $85.6 million, respectively.

Non-cash investing and financing activity: During the year ended December 31, 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.

47

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

	Common Stock										Accumulated Other Comprehensive Loss			Treasury Stock
	Shares		$1 Par Value		Capital in Excess of Par Value			Retained Earnings						Shares			Cost			Trinity Stockholders’ Equity			Noncontrolling Interest			Total Stockholders’ Equity
	(in millions, except par value)
Balances at December 31, 2008		81.7	$	81.7	$	612.7		$	1,427.0		$	(161.3	)		(2.3	)	$	(47.8	)	$	1,912.3		$	—		$	1,912.3
Net loss		—		—		—			(137.7	)		—			—			—			(137.7	)		—			(137.7	)
Other comprehensive loss, net of tax:
Change in funded status of pension liability		—		—		—			—			35.6			—			—			35.6			—			35.6
Unrealized gain on derivative financial instruments		—		—		—			—			27.8			—			—			27.8			—			27.8
Other changes		—		—		—			—			(0.1	)		—			—			(0.1	)		—			(0.1	)
Comprehensive net loss																					(74.4	)		—			(74.4	)
Cash dividends on common stock		—		—		—			(25.3	)		—			—			—			(25.3	)		—			(25.3	)
Restricted shares issued, net		—		—		(12.6	)		—			—			0.5			12.6			—			—			—
Shares repurchased		—		—		—			—			—			(0.8	)		(6.3	)		(6.3	)		—			(6.3	)
Stock options exercised		—		—		(0.6	)		—			—			0.1			1.7			1.1			—			1.1
Income tax expense from stock options exercised		—		—		(2.1	)		—			—			—			—			(2.1	)		—			(2.1	)
Stock-based compensation expense		—		—		1.0			—			—			—			—			1.0			—			1.0
Other		—		—		—			(0.1	)		—			—			0.1			—			—			—
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		—		—		—			67.4			—			—			—			67.4			8.0			75.4
Other comprehensive income (loss), net of tax:
Change in funded status of pension liability		—		—		—			—			8.7			—			—			8.7			—			8.7
Unrealized loss on derivative financial instruments		—		—		—			—			(7.3	)		—			—			(7.3	)		(9.1	)		(16.4	)
Other changes		—		—		—			—			1.1			—			—			1.1			—			1.1
Comprehensive net income (loss)																					69.9			(1.1	)		68.8
Purchase of additional interest in TRIP Holdings		—		—		10.3			—			—			—			—			10.3			(47.9	)		(37.6	)
Cash dividends on common stock		—		—		—			(25.4	)		—			—			—			(25.4	)		—			(25.4	)
Restricted shares issued, net		—		—		(2.3	)		—			—			0.4			9.2			6.9			—			6.9
Stock options exercised		—		—		(0.8	)		—			—			0.1			2.5			1.7			—			1.7
Income tax expense from stock options exercised		—		—		(0.2	)		—			—			—			—			(0.2	)		—			(0.2	)
Stock-based compensation expense		—		—		0.6			—			—			—			—			0.6			—			0.6
Other		—		—		0.1			—			—			0.1			—			0.1			—			0.1
Balances at December 31, 2010		81.7	$	81.7	$	606.1		$	1,200.5		$	(95.5	)		(1.9	)	$	(28.0	)	$	1,764.8		$	80.9		$	1,845.7
Net income		—		—		—			142.2			—			—			—			142.2			3.5			145.7
Other comprehensive income, net of tax:
Change in funded status of pension liability		—		—		—			—			(28.6	)		—			—			(28.6	)		—			(28.6	)
Unrealized loss on derivative financial instruments		—		—		—			—			0.1			—			—			0.1			0.1			0.2
Comprehensive net income																					113.7			3.6			117.3
Cash dividends on common stock		—		—		—			(28.0	)		—			—			—			(28.0	)		—			(28.0	)
Restricted shares issued, net		—		—		6.7			—			—			0.2			0.3			7.0			—			7.0
Stock options exercised		—		—		(0.5	)		—			—			0.2			2.6			2.1			—			2.1
Income tax benefit from stock options exercised		—		—		3.5			—			—			—			—			3.5			—			3.5
Stock-based compensation expense		—		—		0.6			—			—			—			—			0.6			—			0.6
Reclassification of purchase of additional interest in TRIP Holdings		—		—		15.5			—			(15.5	)		—			—			—			—			—
Tax expense allocation related to TRIP Holdings unrealized loss on derivative financial instruments		—		—		(5.5	)		—			5.5			—			—			—			—			—
Other		—		—		0.1			—			—			—			—			0.1			—			0.1
Balances at December 31, 2011		81.7	$	81.7	$	626.5		$	1,314.7		$	(134.0	)		(1.5	)	$	(25.1	)	$	1,863.8		$	84.5		$	1,948.3

See accompanying notes to consolidated financial statements.

48

Trinity Industries, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we” or “our”) include the accounts of all majority owned subsidiaries. The equity method of accounting is used for companies in which the Company has significant influence and 50% or less ownership. All significant intercompany accounts and transactions have been eliminated.

On January 1, 2010, the Company adopted the provisions of a new accounting standard, Accounting Standards Codification (“ASC”) 810-10, 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 sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the years ended December 31, 2011 and 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. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and 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%. The effect of adopting this accounting standard was an increase to income from continuing operations and net income attributable to Trinity Industries, Inc. of $5.3 million or $0.07 per share in 2010. See Note 6 Investment in TRIP Holdings for further discussion.

Stockholders’ Equity

On December 9, 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011. This program replaced the Company’s previous share repurchase program and expires December 31, 2012. No shares were repurchased under this program for the year ended December 31, 2011.

For the quarter ended June 30, 2011, an amount of $15.5 million was reclassified between capital in excess of par value and accumulated other comprehensive loss to properly reflect the additional amount of accumulated unrealized loss on derivative financial instruments attributable to the Company after the purchase of additional interests in TRIP Holdings.

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $33.6 million and $154.3 million for the years ended December 31, 2010 and 2009, respectively. Additionally, this change resulted in additional cash flow provided by operating activities with an offsetting decrease in cash flow from investing activities of $0.3 million and $2.1 million for the years ended December 31, 2010 and 2009, respectively.

49

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax benefits deemed more likely than not that will be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less or short-term marketable securities if purchased with a maturity of more than three months and less than one year.

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures to monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, receivables and accounts payable are considered to be representative of their respective fair values. One customer accounted for approximately 21% of the total receivables balance outstanding at December 31, 2011 and paid approximately 69% of their balance to date in 2012.

Inventories

Inventories are valued at the lower of cost or market, with cost determined principally on the first in first out method. Market is replacement cost or net realizable value. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements — 3 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; machinery and equipment — 2 to 10 years; information systems hardware and software — 2 to 5 years; and railcars in our lease fleet — generally 35 years. The costs of ordinary maintenance and repair are charged to operating costs while renewals and major replacements are capitalized.

Long-lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment annually, or on an interim basis whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process with step one requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net

50

assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325.0 million during the second quarter of 2009. See Note 9 Goodwill for further explanation and results of this test. As of December 31, 2011 and 2010, 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.

Intangible assets with defined useful lives, which as of December 31, 2011 had net book values of $24.7 million, are amortized over their estimated useful lives, and are also evaluated for potential impairment at least annually. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.

Restricted Cash

Restricted cash consists of cash and cash equivalents that are held as collateral for the Company’s non-recourse debt and lease obligations and as such are restricted in use.

Insurance

The Company is effectively self-insured for workers’ compensation. A third party administrator is used to process claims. We accrue our workers’ compensation liability based upon independent actuarial studies.

Warranties

Depending on the product, the Company provides warranties against materials and manufacturing defects generally ranging from one to five years. 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 asserted by customers. 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.

Foreign Currency Translation

Operations outside the United States prepare financial statements in currencies other than the United States dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity and other comprehensive loss. The functional currency of our Mexico operations is considered to be the United States dollar.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive net income (loss) consists of net income (loss), foreign currency translation adjustments, the effective unrealized portions of changes in fair value of the Company’s derivative financial instruments, and the change in the funded status of pension liabilities. See Note 15 Accumulated Other Comprehensive Loss (“AOCL”). All components are shown net of tax.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1,

51

2012. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In June 2009, the FASB issued a new accounting standard, ASC 810-10, which amended the previous accounting rules for consolidation of variable interest entities. The new standard replaced 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 provided 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 additional explanation of the effects of implementing this pronouncement as it applies to our investment in TRIP Holdings.

Management’s Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications and Revisions

Certain prior year balances have been reclassified in the Consolidated Statements of Operations and Cash Flows to conform to the 2011 presentations related to the presentation of lease fleet railcar sales. The effect of properly classifying deferred loan issuance costs incurred in the Consolidated Statements of Cash Flows from an operating activity within the change in other assets to a financing activity to properly state such costs as financing activities, amounted to $6.6 million and $19.0 million for the years ended December 31, 2010 and 2009, respectively. See Note 19 Selected Quarterly Financial Data for further discussion.

52

Note 2. Acquisitions and Divestitures

For the year ended December 31, 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group. This activity consisted of four acquisitions and one divestiture. In February 2010, the Company acquired Quixote Corporation (“Quixote”), a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products, for a total cost of $58.1 million. In addition, the Company assumed $40.0 million in debt that was subsequently retired in the first quarter of 2010. Based on its valuation of the net assets acquired, Trinity recorded goodwill of $22.7 million and $24.2 million in intangible assets primarily consisting of the acquisition-date fair value allocated to patents, trade names and customer relationships that are being amortized over their estimated economic life which generally ranges from four to twenty years and. As a result of the acquisition, the Company recorded transaction-related expenses of $4.6 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 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.

Acquisition and divestiture activity for 2011 and 2010 is summarized as follows. There was no acquisition and divestiture activity in 2009:

	Acquisitions						Divestitures
	Total cost		Net cash paid during the year		Goodwill recorded		Proceeds		Gain recognized		Goodwill charged off
	(in millions)
2011:
Construction Products Group	$	56.4	$	42.5	$	29.3	$	8.3	$	0.7	$	1.0
2010:
Construction Products Group
Quixote	$	58.1	$	39.9	$	22.7	$	—	$	—	$	—
Other		5.0		5.0		4.0		30.8		3.8		16.5
		63.1		44.9		26.7		30.8		3.8		16.5
Energy Equipment Group		7.4		5.0		6.6		—		—		—
	$	70.5	$	49.9	$	33.3	$	30.8	$	3.8	$	16.5

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Note 3. Fair Value Accounting

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

	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	—	$	—	$	246.6
Restricted cash		240.3		—		—		240.3
Equity call agreement with TRIP Holdings equity investor(1)		—		—		0.7		0.7
Total assets	$	486.9	$	—	$	0.7	$	487.6
Liabilities:
Interest rate hedges(2)
Wholly-owned subsidiary	$	—	$	48.9	$	—	$	48.9
TRIP Holdings		—		4.8		—		4.8
Equity put agreement with TRIP Holdings equity investor(3)		—		—		3.1		3.1
Fuel derivative instruments(1)		—		0.1		—		0.1
Total liabilities	$	—	$	53.8	$	3.1	$	56.9

	Fair Value Measurement as of December 31, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	286.0	$	—	$	—	$	286.0
Short-term marketable securities		158.0		—		—		158.0
Restricted cash		207.1		—		—		207.1
Fuel derivative instruments(1)		—		0.1		—		0.1
Total assets	$	651.1	$	0.1	$	—	$	651.2
Liabilities:
Interest rate hedges(2)
Wholly-owned subsidiary	$	—	$	45.7	$	—	$	45.7
TRIP Holdings		—		48.3		—		48.3
Total liabilities	$	—	$	94.0	$	—	$	94.0

⁽¹⁾ Included in other assets on the consolidated balance sheet.

⁽²⁾  Included in accrued liabilities on the consolidated balance sheet.

⁽³⁾ Included in other liabilities on the consolidated balance sheet.

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 that 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, 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

54

valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 Derivative Instruments and Note 11 Debt.

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. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 6 Investment in TRIP Holdings.

The carrying amounts and estimated fair values of our long-term debt were as follows:

	December 31, 2011					December 31, 2010
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	439.4	$	450.0		$	448.3
Less: unamortized discount		(99.8	)				(111.1	)
		350.2					338.9
Capital lease obligations		48.6			48.6		51.2			51.2
Term loan		54.7			55.7		57.4			54.2
Other		4.2			4.2		2.8			2.8
		457.7			547.9		450.3			556.5
Non-recourse:
2006 secured railcar equipment notes		269.3			278.5		283.2			302.8
Promissory notes		465.5			448.6		493.8			482.2
2009 secured railcar equipment notes		218.4			228.6		229.2			256.1
2010 secured railcar equipment notes		354.3			333.1		367.1			345.5
TILC warehouse facility		308.5			308.5		80.2			80.2
TRIP Holdings senior secured notes		61.2			61.6		—			—
TRIP Master Funding secured railcar equipment notes		840.0			834.9		—			—
TRIP Holdings warehouse loan		—			—		1,003.9			994.0
		2,517.2			2,493.8		2,457.4			2,460.8
Total	$	2,974.9		$	3,041.7	$	2,907.7		$	3,017.3

The estimated fair value of our convertible subordinated notes was based on a quoted market price as of December 31, 2011 and 2010, respectively. The estimated fair values of our 2006, 2009, and 2010 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Master Funding secured railcar equipment notes, TRIP Holdings warehouse loan, and term loan are based on our estimate of their fair value as of December 31, 2011 and 2010, respectively. These values were determined by discounting their future cash flows at the current market interest rate. The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate and the Company’s credit rating has not changed since the loan agreement was renewed in February 2011. The fair values of all other financial instruments are estimated to approximate carrying value.

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, frac tanks, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which provides fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance 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 included in operating profit of that

55

respective segment. Gains and losses from the sale of property, plant, and equipment which can be utilized by multiple segments are included in operating profit 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 taking into consideration 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. Revenue and operating profit of the Leasing Group for the years ended December 31, 2011 and 2010 include the operating results of TRIP Holdings. Total assets of the Leasing Group include the assets of TRIP Holdings as of December 31, 2011 and 2010. See Note 1 Summary of Significant Accounting Policies – Principles of Consolidation for further discussion.

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

Year Ended December 31, 2011

	Revenues								Operating Profit (Loss)						Depreciation  & Amortization			Capital Expenditures
	External		Intersegment			Total						Assets
	(in millions)
Rail Group	$	931.7	$	343.0		$	1,274.7		$	77.3		$	684.6		$	23.9		$	11.4
Construction Products Group		577.2		12.9			590.1			53.4			403.2			20.7			12.1
Inland Barge Group		548.5		—			548.5			106.4			189.2			6.4			38.0	(1)
Energy Equipment Group		454.8		18.0			472.8			8.9			392.9			18.4			10.4
Railcar Leasing and Management Services Group		551.4		0.6			552.0			254.5			4,462.1			115.7			258.6
All Other		11.5		50.3			61.8			(3.8	)		30.5			4.4			4.0
Corporate		—		—			—			(43.6	)		512.9			3.6			5.5
Eliminations-Lease subsidiary		—		(325.5	)		(325.5	)		(28.3	)		(440.3	)		—			—
Eliminations – Other		—		(99.3	)		(99.3	)		0.5			(114.1	)		(0.2	)		—
Consolidated Total	$	3,075.1	$	—		$	3,075.1		$	425.3		$	6,121.0		$	192.9		$	340.0

Year Ended December 31, 2010

									Operating
	Revenues								Profit						Depreciation &			Capital
	External		Intersegment			Total			(Loss)			Assets			Amortization			Expenditures
	(in millions)
Rail Group	$	289.7	$	232.4		$	522.1		$	1.5		$	482.9		$	24.0		$	4.0
Construction Products Group		558.3		20.5			578.8			47.4			335.2			23.7			5.5
Inland Barge Group		422.3		—			422.3			69.0			94.5			5.5			14.6	(1)
Energy Equipment Group		408.5		11.1			419.6			35.1			352.4			17.1			8.1
Railcar Leasing and Management Services Group		464.5		—			464.5			207.0			4,452.6			112.6			213.8
All Other		12.2		36.3			48.5			(11.4	)		27.5			3.6			4.2
Corporate		—		—			—			(33.8	)		538.5			3.4			4.6
Eliminations-Lease subsidiary		—		(216.8	)		(216.8	)		(8.4	)		(522.1	)		—			—
Eliminations – Other		—		(83.5	)		(83.5	)		(2.6	)		(1.5	)		(0.3	)		—
Consolidated Total	$	2,155.5	$	—		$	2,155.5		$	303.8		$	5,760.0		$	189.6		$	254.8

(1) Primarily related to repair and replacement of property, plant and equipment at the Company’s inland barge manufacturing facilities in Missouri and Tennessee. See Note 8 – Property, Plant, and Equipment.

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Year Ended December 31, 2009

	Revenues								Operating Profit (Loss)						Depreciation  & Amortization			Capital Expenditures
	External		Intersegment			Total						Assets
	(in millions)
Rail Group	$	485.2	$	410.1		$	895.3		$	(355.9	)	$	450.7		$	25.0		$	19.6
Construction Products Group		524.0		14.5			538.5			32.6			277.3			23.5			11.6
Inland Barge Group		527.3		—			527.3			125.2			69.4			6.1			1.3
Energy Equipment Group		502.2		7.8			510.0			73.8			242.0			16.9			9.1
Railcar Leasing and Management Services Group		370.2		—			370.2			149.0			3,167.3			82.4			343.0
All Other		12.0		36.4			48.4			0.8			27.6			3.1			2.0
Corporate		—		—			—			(30.8	)		753.1			4.2			3.8
Eliminations-Lease subsidiary		—		(391.6	)		(391.6	)		(22.6	)		(329.0	)		—			—
Eliminations – Other		—		(77.2	)		(77.2	)		(3.0	)		(2.0	)		(0.4	)		—
Consolidated Total	$	2,420.9	$	—		$	2,420.9		$	(30.9	)	$	4,656.4		$	160.8		$	390.4

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.

Corporate assets are composed of cash and cash equivalents, short-term marketable securities, notes receivable, certain property, plant, and equipment, and other assets. Capital expenditures do not include business acquisitions.

Externally reported revenues and operating profit for our Mexico operations for the years ended December 31, 2011, 2010, and 2009 are presented below:

	External Revenues						Operating Profit
	Year Ended December 31,						Year Ended December 31,
	2011		2010		2009		2011			2010	2009
	(in millions)
Mexico	$	123.0	$	98.3	$	86.8	$	18.4	$3.4		$	15.2

Total assets and long-lived assets for our Mexico operations as of December 31, 2011 and 2010 are presented below:

	Total Assets				Long-Lived Assets
	December 31,
	2011		2010		2011		2010
	(in millions)
Mexico	$	240.4	$	288.8	$	143.2	$	151.7

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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 for the Leasing Group is as follows:

	December 31, 2011
	Leasing Group
	Wholly Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	3.2		$	—		$	347.9		$	351.1
Property, plant, and equipment, net	$	3,066.0		$	1,135.0		$	510.0		$	4,711.0
Net deferred profit on railcars sold to the Leasing Group		(344.5	)		(187.0	)		—			(531.5	)
	$	2,721.5		$	948.0		$	510.0		$	4,179.5
Restricted cash	$	165.7		$	74.6		$	—		$	240.3
Debt:
Recourse	$	103.3		$	—		$	454.2		$	557.5
Less: unamortized discount		—			—			(99.8	)		(99.8	)
		103.3			—			354.4			457.7
Non-recourse		1,616.0			1,010.0			—			2,626.0
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,719.3		$	901.2		$	354.4		$	2,974.9
Net deferred tax liabilities	$	582.4		$	4.7		$	(152.4	)	$	434.7

	December 31, 2010
	Leasing Group
	Wholly Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	3.8		$	—		$	508.2		$	512.0
Property, plant, and equipment, net	$	2,965.4		$	1,191.8		$	491.4		$	4,648.6
Net deferred profit on railcars sold to the Leasing Group		(340.4	)		(196.2	)		—			(536.6	)
	$	2,625.0		$	995.6		$	491.4		$	4,112.0
Restricted cash	$	161.1		$	46.0		$	—		$	207.1
Debt:
Recourse	$	108.6		$	—		$	452.8		$	561.4
Less: unamortized discount		—			—			(111.1	)		(111.1	)
		108.6			—			341.7			450.3
Non-recourse		1,453.5			1,003.9			—			2,457.4
Total debt	$	1,562.1		$	1,003.9		$	341.7		$	2,907.7
Net deferred tax liabilities	$	515.7		$	(0.3	)	$	(124.4	)	$	391.0

See Note 1 Summary of Significant Accounting Policies, Note 6 Investment in TRIP Holdings, and Note 11 Debt for a further discussion regarding the accounting for the Company’s investment in TRIP Holdings and TRIP Holdings’ debt.

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	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues:
Wholly-owned subsidiaries:
Leasing and management	$	375.1		$	345.4		$	329.3			8.6	%		4.9	%
Railcar sales(1)		59.4			3.1			40.9			*			*
		434.5			348.5			370.2			24.7	%		(5.9	)%
TRIP Holdings:
Leasing and management		117.5			116.0			—			1.3	%		—
Railcar sales(1)		—			—			—			—			—
		117.5			116.0			—			1.3	%		—
Total revenues	$	552.0		$	464.5		$	370.2			18.8	%		25.5	%
Operating profit:
Wholly-owned subsidiaries:
Leasing and management	$	156.3		$	131.7		$	128.5
Railcar sales(1):
Railcars owned one year or less at the time of sale		13.2			0.2			2.1
Railcars owned more than one year at the time of sale		11.8			6.6			18.4
		181.3			138.5			149.0
TRIP Holdings:
Leasing and management		68.8			68.5			—
Railcar sales(1):
Railcars owned one year or less at the time of sale		—			—			—
Railcars owned more than one year at the time of sale		4.4			—			—
		73.2			68.5			—
Total operating profit	$	254.5		$	207.0		$	149.0
Operating profit margin:
Leasing and management		45.7	%		43.4	%		39.0	%
Railcar sales		*			*			*
Total operating profit margin		46.1	%		44.6	%		40.2	%
Interest and rent expense(2):
Rent expense	$	48.6		$	48.6		$	46.7
Interest expense:
Wholly-owned subsidiaries	$	101.3		$	91.7		$	80.1
TRIP Holdings:
External	$	53.1		$	46.9		$	—
Intercompany		6.4			—			—
		59.5			46.9			—
Total interest expense	$	160.8		$	138.6		$	80.1

*Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.

⁽²⁾  Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

For the year ended December 31, 2009, revenues of $39.4 million and operating profit of $2.0 million were related to sales of railcars from the lease fleet to TRIP Holdings. There were no sales to TRIP Holdings during the years ended December 31, 2011 and 2010. See Note 6 Investment in TRIP Holdings.

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Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly 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:

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Wholly-owned subsidiaries	$	255.9	$	205.7	$	153.5	$	116.3	$	81.6	$	181.8	$	994.8
TRIP Holdings		93.6		62.6		41.9		33.7		28.9		55.7		316.4
	$	349.5	$	268.3	$	195.4	$	150.0	$	110.5	$	237.5	$	1,311.2

Debt. The Leasing Group’s debt at December 31, 2011 consists of both recourse and non-recourse debt. In 2009, the Company entered into a seven-year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million. These debt obligations are guaranteed by Trinity Industries, Inc. and certain subsidiaries, and secured by railcar equipment and related leases. As of December 31, 2011, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $2,489.1 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $51.0 million securing capital lease obligations. See Note 11 Debt for the form, maturities, and descriptions of Leasing Group debt.

TRIP Holdings. Debt owed by TRIP Holdings and its subsidiaries is nonrecourse to Trinity and TILC and is secured solely by the consolidated assets of TRIP Holdings and the equity interests of TRIP Holdings. In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Rail Master Funding LLC (“TRIP Master Funding”), issued $1,032.0 million in new debt and repaid all of the outstanding borrowings of the previously-existing TRIP Warehouse Loan. TRIP Holdings equipment with a net book value of $1,135.0 million, excluding deferred profit on railcars sold to TRIP Holdings, is pledged as collateral for the TRIP Holdings' debt. See Note 6 Investment in TRIP Holdings for a description of TRIP Holdings.

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 of the Trusts 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 Trust and therefore, the debt related to the Trust 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. Under the terms of the operating lease agreements between the subsidiaries and the Trusts, the Leasing Group has the option to purchase at a predetermined fixed price, certain of the railcars from the Trusts in 2016 and other railcars in 2019. The Leasing Group also has options to purchase the railcars at the end of the respective lease agreements in 2023, 2026, and 2027 at the then fair market value of the railcars as determined by a third party, independent appraisal. At the expiration of the operating lease agreements, the Company has no further obligations with respect to the leased railcars.

These Leasing Group subsidiaries had total assets as of December 31, 2011 of $219.1 million, including cash of $88.6 million and railcars of $97.6 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:

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	44.5	$	45.7	$	44.9	$	43.2	$	40.2	$	341.8	$	560.3
Future contractual minimum rental revenues of Trusts’ railcars	$	57.5	$	40.7	$	26.3	$	19.8	$	12.5	$	24.0	$	180.8

In each transaction, the Leasing Group has entered into a servicing and re-marketing agreement with the Trusts that requires the Leasing Group to endeavor, consistent with customary commercial practice as would be used by a prudent person, to maintain railcars under lease for the benefit of the Trusts. The Leasing Group also receives management fees under the terms of the agreements. In each transaction, an independent trustee for the Trusts has authority for appointment of the railcar fleet manager.

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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:

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations	$	8.3	$	8.0	$	7.9	$	7.9	$	7.7	$	33.4	$	73.2
Future contractual minimum rental revenues	$	9.4	$	8.5	$	7.9	$	5.0	$	4.3	$	7.5	$	42.6

Operating lease obligations totaling $30.3 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries.

Note 6. Investment in TRIP Holdings

In 2007, the Company and other third-party equity investors 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 borrowings under the TRIP Warehouse Loan, defined as such in Note 11 Debt. As of December 31, 2011, TRIP Leasing had purchased $1,284.7 million of railcars from the Company. Railcars purchased from the Company by TRIP Leasing were required to be purchased at prices comparable with the prices of all similar, new railcars sold contemporaneously by the Company and at prices based on third-party appraised values for used railcars.

In 2010, Trinity purchased a 29% interest in TRIP Holdings for $28.6 million from another equity investor. The carrying amount of the noncontrolling interest was reduced by $45.3 million to reflect the change in its ownership interest, resulting in an increase to stockholders’ equity attributable to Trinity Industries’ controlling interest of $10.3 million, net of tax.

In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt which was used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid all outstanding borrowings under the previously-existing TRIP Warehouse Loan and settled all outstanding related interest rate hedges. See Note 11 Debt for a description of TRIP Holdings and its related debt.

At December 31, 2011, the Company owned 57% of TRIP Holdings with the remainder owned by three other third-party equity investors. The Company receives distributions from TRIP Holdings as an equity investor, when allowed, in proportion to its 57% equity interest, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion. The terms of the Company’s equity investment are identical to the terms of each of the other equity investors. Other than as described further below, Trinity has no remaining equity commitment to TRIP Holdings as of December 31, 2011 and has no obligation to guarantee performance under any TRIP-related debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

The manager of TRIP Holdings, Trinity Industries Leasing Company (“TILC”), may be removed without cause as a result of a majority vote of the third-party equity investors.

The Company’s carrying value of its investment in TRIP Holdings is as follows:

	December 31, 2011			December 31, 2010
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors		44.8			44.8
		92.1			92.1
Equity in earnings		12.0			7.5
Equity in unrealized losses on derivative financial instruments		(1.3	)		(1.4	)
Distributions		(7.0	)		(7.0	)
Deferred broker fees		(0.6	)		(0.8	)
	$	95.2		$	90.4

On January 1, 2010, the Company adopted the provisions of a new accounting pronouncement, ASC 810-10, 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

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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 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 sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the twelve months ended December 31, 2011 and 2010 include the accounts of TRIP Holdings. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and 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 twelve months ended December 31, 2011 and 2010.

Sales of railcars to TRIP Leasing and related gains for the years ended December 31, 2011, 2010, and 2009 are as follows:

	Year Ended December 31,
	2011		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:
Railcars owned one year or less at the time of sale	$	—	$	—	$	39.4
Railcars owned for more than one year at the time of sale		—		—		144.4
	$	—	$	—	$	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

In July 2011, Trinity entered into agreements with an equity investor of TRIP Holdings potentially requiring Trinity, under certain limited circumstances, to acquire from the equity investor an additional 16.3% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. Under the agreement, if exercised, Trinity would be required to pay the equity investor an amount equal to 90% of the equity investor’s net investment in TRIP Holdings. Similarly, at its option, Trinity, under certain limited circumstances, may acquire all of the equity investor’s equity ownership in TRIP Holdings at an amount equal to 100% of the equity investor’s net investment in TRIP Holdings. The agreements expire in July 2014. The fair value of these agreements was recorded in the accompanying consolidated statement of operations as an expense of $2.4 million for the year ended December 31, 2011. See Note 3 Fair Value Accounting and Note 12 Other, Net.

Administrative fees paid to TILC by TRIP Holdings and subsidiaries for the years ended December 31, 2011, 2010, and 2009 were $4.3 million, $3.7 million, and $4.5 million, respectively.

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Note 7. Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates and pricing for 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. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in fair value resulting in ineffectiveness, as defined by accounting standards issued by the FASB, is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in AOCL as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings. Trinity monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties’ non-performance. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at December 31, 2011.

Interest rate hedges

						Included in accompanying balance sheet at December 31, 2011
	Notional Amount		Interest Rate(1)			Liability		AOCL  — loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%		—	$	(2.3	)		—
2006-2007	$	370.0		5.34	%		—	$	10.6			—
TRIP Holdings(2)	$	788.5		3.60	%		—	$	23.4		$	17.5
Interest rate swaps:
TRIP Rail Master Funding secured railcar equipment notes	$	89.5		2.62	%	$	4.8	$	2.7		$	2.0
2008 debt issuance	$	474.7		4.13	%	$	48.9	$	46.7			—

⁽¹⁾ Weighted average fixed interest rate

⁽²⁾ Previously classified with interest rate swaps

	Effect on interest expense –increase/(decrease)
	Year Ended December 31,									Expected  effect during next twelve months(1)
	2011			2010			2009
	(in millions)
Interest rate locks:
2005-2006	$	(0.4	)	$	(0.4	)	$	(0.4	)	$	(0.3	)
2006-2007	$	3.5		$	3.8		$	4.0		$	3.4
TRIP Holdings(2)	$	17.4		$	29.3			—		$	6.0
Interest rate swaps:
TILC warehouse		—		$	0.5		$	2.9			—
TRIP Rail Master Funding secured railcar equipment notes	$	1.1			—			—		$	1.7
2008 debt issuance	$	19.6		$	19.7		$	21.6		$	17.0

⁽¹⁾ Based on fair value as of December 31, 2011

⁽²⁾ Previously classified with interest rate swaps

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

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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 were being used to hedge our exposure to changes in the variable interest rate associated with our TILC warehouse facility. The effect on interest expense included the mark to market valuation on the interest rate swap transactions and monthly interest settlements. These interest rate hedges expired 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 primarily from monthly interest settlements. In 2009, $1.0 million in unrealized derivative losses were reclassified from AOCL to interest expense that was related to a partial retirement of the debt issuance in the fourth quarter of 2009.

Between 2007 and 2009, TRIP Holdings, as required by its warehouse loan agreement, entered into interest rate swap transactions, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $6.0 million of additional interest expense expected to be recognized during the next twelve months following December 31, 2011. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Rail Master Funding, entered into an interest rate swap transaction with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b secured railcar equipment notes.

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

Other Derivatives

	Effect on operating income — increase/(decrease)
	Year Ended December 31,
	2011		2010			2009
	(in millions)
Fuel hedges(1)
Effect of mark to market valuation	$	0.0	$	0.0		$	(0.3	)
Settlements		0.4		(0.1	)		(1.2	)
	$	0.4	$	(0.1	)	$	(1.5	)
Foreign exchange hedges(2)	$	0.1	$	(0.9	)	$	(1.9	)

⁽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 maintain 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 in the consolidated balance sheets as of December 31, 2011 and 2010 for these instruments was not significant.

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Foreign exchange hedge

We enter 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 December 31, 2011 and 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 years ended December 31, 2011, 2010 and 2009 was not significant.

Note 8. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of December 31, 2011 and 2010.

	December 31, 2011			December 31, 2010
	(in millions)
Manufacturing/Corporate:
Land	$	41.6		$	40.9
Buildings and improvements		429.7			418.4
Machinery and other		758.7			699.7
Construction in progress		12.8			9.7
		1,242.8			1,168.7
Less accumulated depreciation		(732.8	)		(677.3	)
		510.0			491.4
Leasing:
Wholly-owned subsidiaries:
Machinery and other		9.6			38.2
Equipment on lease		3,429.3			3,249.8
		3,438.9			3,288.0
Less accumulated depreciation		(372.9	)		(322.6	)
		3,066.0			2,965.4
TRIP Holdings:
Equipment on lease		1,257.7			1,282.1
Less accumulated depreciation		(122.7	)		(90.3	)
		1,135.0			1,191.8
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries		(344.5	)		(340.4	)
Sold to TRIP Holdings		(187.0	)		(196.2	)
	$	4,179.5		$	4,112.0

We lease certain equipment and facilities under operating leases. Future minimum rent expense on non-Leasing Group leases in each year is (in millions): 2012 — $4.3; 2013 — $2.4; 2014 — $1.7; 2015 — $1.3; 2016 — $1.0; and $1.9 thereafter. See Note 5 Railcar Leasing and Management Services Group for information related to the lease agreements, future operating lease obligations, and future minimum rent expense associated with the Leasing Group.

We did not capitalize any interest expense as part of the construction of facilities and equipment during 2011 or 2010.

In May 2011 and May 2010, the Company’s inland barge manufacturing facilities in Missouri and Tennessee, respectively, experienced floods resulting in significant damages to Trinity’s property and temporary disruptions of its production activities. The Company is insured against losses due to property damage and business interruption subject to certain deductibles. With respect to the Missouri flood, Trinity received $35 million in payments from its insurance carriers of which $22.7 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $5.7 million, with the remainder pertaining primarily to the reimbursement of flood-related expenses and lost production. Accordingly, the Company recognized a gain

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of $17.0 million in the fourth quarter of 2011 from the disposition of flood-damaged property, plant, and equipment. With respect to the Tennessee flood, Trinity received $27.5 million in payments from its insurance carrier of which $12.6 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $2.3 million, with the remainder pertaining primarily to the reimbursement of flood-related expenses. Accordingly, the Company recognized a gain of $9.7 million in 2010 and $0.6 million in 2011 from the disposition of flood-damaged property, plant, and equipment.

We estimate the fair market value of properties no longer in use or held for sale based on the location and condition of the properties, the fair market value of similar properties in the area, and the Company’s experience selling similar properties in the past. As of December 31, 2011, the Company had non-operating plants with a net book value of $4.3 million. Our estimated fair value of these assets exceeds their book value.

Note 9. Goodwill

Goodwill by segment is as follows:

	December 31, 2011		December 31, 2010
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group		90.7		62.4
Energy Equipment Group		10.9		10.9
Railcar Leasing and Management Services Group		1.8		1.8
	$	225.9	$	197.6

As of December 31, 2011 and 2010, 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.

The net increase in the Construction Products Group goodwill as of December 31, 2011 over the same period last year is due to 2011 acquisitions and divestitures. See Note 2 Acquisitions and Divestitures.

Note 10. Warranties

The changes in the accruals for warranties for the years ended December 31, 2011, 2010, and 2009 are as follows:

	December 31, 2011			December 31, 2010			December 31, 2009
	(in millions)
Beginning balance	$	13.2		$	19.6		$	25.7
Warranty costs incurred		(6.3	)		(5.7	)		(8.6	)
Warranty originations and revisions		9.1			1.9			9.8
Warranty expirations		(2.5	)		(2.6	)		(7.3	)
Ending balance	$	13.5		$	13.2		$	19.6

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Note 11. Debt

The following table summarizes the components of debt as of December 31, 2011 and 2010.

	December 31, 2011			December 31, 2010
	(in millions)
Manufacturing/Corporate — Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(99.8	)		(111.1	)
		350.2			338.9
Other		4.2			2.8
		354.4			341.7
Leasing — Recourse:
Capital lease obligations		48.6			51.2
Term loan		54.7			57.4
		457.7			450.3
Leasing — Non-recourse:
2006 secured railcar equipment notes		269.3			283.2
Promissory notes		465.5			493.8
2009 secured railcar equipment notes		218.4			229.2
2010 secured railcar equipment notes		354.3			367.1
TILC warehouse facility		308.5			80.2
TRIP Holdings senior secured notes:
Total outstanding		170.0			—
Less: owned by Trinity		(108.8	)		—
		61.2			—
TRIP Master Funding secured railcar equipment notes		840.0			—
TRIP warehouse loan		—			1,003.9
		2,517.2			2,457.4
Total debt	$	2,974.9		$	2,907.7

On October 20, 2011, we amended and extended our $425.0 million unsecured revolving credit facility for an additional four years and it now matures on October 20, 2016. As of December 31, 2011, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $74.1 million, leaving $350.9 million available for borrowing. Other than with respect to such letters of credit, there were no borrowings under our revolving credit facility as of December 31, 2011, or for the twelve month period then ended. Of the outstanding letters of credit as of December 31, 2011, a total of $69.2 million is expected to expire in 2012 and the remainder in 2013. The majority of our letters of credit obligations supports the Company's various insurance programs and generally renews each year. Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations and leverage. Borrowings under the amended credit facility bear interest at Libor plus 150.0 basis points or prime plus 50.0 basis points. As of December 31, 2011, we were in compliance with all such financial covenants.

The Company’s $450.0 million of Convertible Subordinated Notes due 2036 (“Convertible Subordinated Notes”) bear an interest rate of 3 7/8% per annum on the principal amount payable semi-annually in arrears on June 1 and December 1 of each year. In addition, commencing with the six-month period beginning June 1, 2018, and for each six-month period thereafter, we will pay contingent interest to the holders of the Convertible Subordinated Notes under certain circumstances. The Convertible Subordinated Notes mature on June 1, 2036, unless redeemed, repurchased, or converted earlier. We may not redeem the Convertible Subordinated Notes before June 1, 2018. On or after that date, we may redeem all or part of the Convertible Subordinated Notes for cash at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest (including any contingent interest) up to, but excluding, the redemption date. Holders of the Convertible Subordinated Notes may require us to purchase all or a portion of their notes on June 1, 2018 or upon a fundamental change. In each case, the Convertible Subordinated Notes would be purchased for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest (including any contingent interest) to, but excluding, the purchase date.

The convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of December 31, 2011 and 2010, capital in excess of par value included

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$92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. 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 years ended December 31, 2011, 2010, and 2009, is as follows:

	Year Ended December 31,
	2011		2010		2009
	(in millions)
Coupon rate interest	$	17.4	$	17.4	$	17.4
Amortized debt discount		11.3		10.5		9.6
	$	28.7	$	27.9	$	27.0

At December 31, 2011, the Convertible Subordinated Notes were convertible at a price of $51.41 per share resulting in 8,753,161 issuable shares. As of December 31, 2011, 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.

In May 2006, Trinity Rail Leasing V, L.P., a limited partnership (“TRL V”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC issued $355.0 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2006-1A (the “2006 Secured Railcar Equipment Notes”), of which $269.3 million was outstanding as of December 31, 2011. The 2006 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated May 24, 2006, between TRL V and Wilmington Trust Company, as indenture trustee. The 2006 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.9% per annum, are payable monthly, and have a final maturity of May 14, 2036. The 2006 Secured Railcar Equipment Notes are obligations of TRL V and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL V.

In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions, of which $465.5 million was outstanding as of December 31, 2011. The Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves and other assets acquired and owned by TRL VI. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate swaps. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes, and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time.

In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (“the 2009 Secured Railcar Equipment Notes”), of which $218.4 million was outstanding as of December 31, 2011. The 2009 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Secured Railcar Equipment Notes bear interest at a fixed rate of 6.66% per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Secured Railcar Equipment Notes are obligations of TRL VII and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.

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 TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (“2010 Secured Railcar Equipment Notes"), of which $354.3 million was outstanding as of December 31, 2011. 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 5.19%, are payable monthly, and have a stated final maturity date of October 16, 2040. The 2010 Secured Railcar Equipment Notes are obligations of TRL 2010 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2010.

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The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $308.5 million outstanding and $166.5 million available as of December 31, 2011. 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 2.30% at December 31, 2011. In February 2011, the warehouse loan facility was renewed for an additional two years and now matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.

In June 2007, TRIP Leasing entered into a $1.19 billion Warehouse Loan Agreement which contained a floating rate revolving facility (the “TRIP Warehouse Loan”). In July 2011, TRIP Holdings issued $175.0 million in Senior Secured Notes (the “TRIP Holdings Senior Secured Notes”) and TRIP Master Funding, a Delaware limited liability company and limited purpose, wholly-owned subsidiary of TRIP Holdings, issued $857.0 million in Secured Railcar Equipment Notes (the “TRIP Master Funding Secured Railcar Equipment Notes”). The proceeds from the TRIP Holdings Senior Secured Notes and the TRIP Master Funding Secured Railcar Equipment Notes were primarily used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid the TRIP Warehouse Loan in full.

The TRIP Holdings Senior Secured Notes have a stated final maturity date of July 6, 2014 and bear interest at 8.00% payable quarterly with yield to call interest rates of 12.00% for redemptions or other prepayments on or prior to January 15, 2013 and 15.00% for redemptions or other prepayments after such date. The TRIP Holdings Senior Secured Notes are secured, among other things, by a pledge of each equity investor’s ownership interest in TRIP Holdings and certain distributions made to TRIP Holdings from TRIP Master Funding and are non-recourse to Trinity, TILC, TRIP Master Funding, and the other equity investors in TRIP Holdings. Trinity purchased $112.0 million of the TRIP Holdings Senior Secured Notes in July 2011.

The TRIP Master Funding Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated July 6, 2011 between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date in July 2041. The TRIP Master Funding Secured Railcar Equipment Notes consist of three classes with the Class A-1a notes bearing interest at 4.37%, the Class A-1b notes bearing interest at Libor plus 2.50%, and the Class A-2 notes bearing interest at 6.02%, all payable monthly. The TRIP Master Funding Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, and the other equity investors in TRIP Holdings and are secured by TRIP Master Funding’s portfolio of railcars and operating leases thereon, its cash reserves and all other assets owned by TRIP Master Funding. As of December 31, 2011, there were $211.1 million, $119.3 million, and $509.6 million of Class A-1a, Class A-1b, and of Class A-2 notes outstanding, respectively.

In 2009, the Company entered into a seven-year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million. These new debt obligations are guaranteed by the Company and secured by railcar equipment and related leases.

In November 2010, the Company redeemed all of its $201.5 million unsecured 6 ¹/2% Senior Notes which were scheduled to mature in 2014 at a redemption price 102.167% of the principal amount, pursuant to the terms of the indenture. The Company incurred approximately $5.9 million in expenses related to the redemption which are included in Other Income and Expense in 2010.

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The remaining principal payments under existing debt agreements as of December 31, 2011 are as follows:

	2012		2013		2014			2015		2016		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	1.1	$	1.2	$	1.2		$	0.2	$	0.2	$	450.3
Leasing – capital lease obligations (Note 5)		2.8		2.9		3.1			3.3		3.5		33.0
Leasing – term loan (Note 5)		2.8		3.0		3.3			3.5		42.1		—
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes		13.5		15.1		16.9			18.6		21.9		183.3
Promissory notes		31.2		33.6		30.4			28.1		342.2		—
2009 secured railcar equipment notes		9.2		10.2		9.9			9.6		6.5		173.0
2010 secured railcar equipment notes		12.8		14.6		14.0			15.3		15.0		282.6
TILC warehouse facility		9.4		8.5		4.6			—		—		—
TRIP Holdings senior secured notes
Total outstanding		—		—		170.0			—		—		—
Less: owned by Trinity		—		—		(108.8	)		—		—		—
						61.2
TRIP Master Funding secured railcar equipment notes		41.0		41.1		40.2			35.9		29.4		652.4
Facility termination payments:
TILC warehouse facility		—		94.8		191.2			—		—		—
Total principal payments	$	123.8	$	225.0	$	376.0		$	114.5	$	460.8	$	1,774.6

Note 12. Other, Net

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

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Foreign currency exchange transactions	$	3.1		$	—		$	2.2
Loss (gain) on equity investments		(0.6	)		1.7			(6.5	)
Costs related to redemption of Senior Notes		—			5.9			—
Other		1.5			(0.8	)		(1.0	)
Other, net	$	4.0		$	6.8		$	(5.3	)

Other for the year ended December 31, 2011 includes $2.4 million in expense from the recognition of certain equity repurchase agreements with an investor in TRIP Holdings at fair value. See Note 3 Fair Value Accounting and Note 6 Investment in TRIP Holdings. Loss on equity investments for the year ended December 31, 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. See Note 11 Debt for further explanation of the Senior Notes redemption. Gain on equity investments for 2009 includes a $3.7 million gain from the sale of an investment during the year ended December 31, 2009.

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Note 13. Income Taxes

The components of the provision for income taxes from continuing operations are as follows:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Current:
Federal	$	20.0		$	(22.2	)	$	5.8
State		5.5			(2.0	)		0.7
Foreign		5.4			5.0			7.9
Total current		30.9			(19.2	)		14.4
Deferred:
Federal		62.7			57.0			(27.1	)
State		1.2			3.4			(3.5	)
Foreign		(3.0	)		(0.3	)		6.8
Total deferred		60.9			60.1			(23.8	)
Provision	$	91.8		$	40.9		$	(9.4	)

Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:

	December 31,
	2011			2010
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	740.8		$	667.3
Derivatives		14.5			—
Convertible debt		88.4			80.9
Total deferred tax liabilities		843.7			748.2
Deferred tax assets:
Workers compensation, pensions, and other benefits		47.8			44.7
Warranties and reserves		14.4			17.5
Equity items		72.8			56.4
Tax loss carryforwards and credits		234.9			224.3
Inventory		11.1			7.6
Accrued liabilities and other		4.7			1.6
Total deferred tax assets		385.7			352.1
Net deferred tax liabilities before valuation allowance		458.0			396.1
Valuation allowance		19.3			19.9
Net deferred tax liabilities before reserve for uncertain tax positions		477.3			416.0
Deferred tax assets included in reserve for uncertain tax positions		(42.6	)		(25.0	)
Adjusted net deferred tax liabilities	$	434.7		$	391.0

At December 31, 2011, the Company, excluding TRIP Holdings, had $124.2 million of Federal consolidated net operating loss carryforwards, after the estimated current year utilization of $42.9 million, and tax-effected $5.6 million of state loss carryforwards. TRIP Holdings had $383.3 million in Federal tax loss carryforwards at December 31, 2011. Because TRIP Holdings files a separate tax return from the Company, its tax loss carryforwards can only be used by TRIP Holdings and cannot be used to offset future taxable income of the Company. The Federal tax loss carryforwards are due to expire between 2024 and 2031. We expect TRIP Holdings to begin utilizing their tax loss carryforwards beginning in 2020. Our ability to utilize the tax loss carryforwards that were acquired as part of the Quixote acquisition against future taxable income is subject to restrictions under the Internal Revenue Code. We have established a valuation allowance for Federal, state, and foreign tax operating losses which may not be realizable.

Realization of deferred tax assets is dependent on generating sufficient taxable income in future periods. We have established valuation allowances against tax losses and credits that we will most likely be unable to utilize. We believe that it is more likely than not that we will be able to generate sufficient future taxable income to utilize the remaining deferred tax assets.

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We are currently under two separate Internal Revenue Service (“IRS”) examination cycles for the years ended 2004 through 2005 and 2006 through 2008. Our statute of limitations therefore remains open from the year ended December 31, 2004 and forward. Our 2004-2005 exam cycle is currently under administrative appeal for certain unresolved issues. We expect this cycle to be effectively settled during the first or second quarter of 2012. Additionally, the 2006-2008 cycle is still in the examination level and thus, we are unable to determine how long these periods will remain open.

The 2003 tax year of one of our Mexican subsidiaries is still under review and thus its statute of limitations remains open. In addition, another Mexican subsidiary filed an amended return and thus, its 2005 statute remains open through July 2013. Statute of limitations of all of Mexican subsidiaries for 2006 and forward years remain open.

During the third quarter ended September 30, 2011, we effectively settled an audit of one of our Swiss subsidiaries which covered the years 2006 through 2009. There was no impact to the income statement as a result of the settlement.

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 due to the use of tax loss carryforwards in certain jurisdictions.

The provision for income taxes 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:

	Year Ended December 31,
	2011			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%
State taxes		2.1			3.3			1.9
Impairment of goodwill		—			—			(23.7	)
Changes in valuation allowances		—			—			(6.5	)
Tax settlements		—			4.4			—
Changes in tax reserves		—			(9.6	)		—
Other, net		1.6			2.0			(0.3	)
Effective rate		38.7	%		35.1	%		6.4	%

Income (loss) from continuing operations before income taxes for the year ended December 31, 2011, 2010, and 2009 was $224.4 million, $113.7 million, and $(158.4) million, respectively, for United States operations, and $13.1 million, $2.9 million, and $11.5 million, respectively, for foreign operations. The Company has provided United States deferred income taxes on the un-repatriated earnings of its foreign operations. The Company has $37.8 million of foreign tax credit carryforwards which will expire between 2014 and 2021.

The change in unrecognized tax benefits for the years ended December 31, 2011 and 2010 were as follows:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Beginning balance	$	36.8		$	40.1		$	32.9
Additions for tax positions related to the current year		3.8			3.3			5.8
Additions for tax positions of prior years		16.4			9.3			7.5
Reductions for tax positions of prior years		(0.1	)		(5.6	)		(4.5	)
Settlements		(3.5	)		(9.5	)		(1.5	)
Expirations of statute of limitations		(0.9	)		(0.8	)		(0.1	)
Ending balance	$	52.5		$	36.8		$	40.1

The additions for tax positions related to the current year in the amounts of $3.8 million and $3.3 million for the years ended December 31, 2011 and December 31, 2010, respectively, 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.

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Additions for tax positions of prior years for the year ended December 31, 2011 and December 31, 2010 of $16.4 million and $9.3 million, respectively, are primarily due to Federal tax positions taken on prior year returns that have been proposed by the IRS but not previously reserved. These items are primarily timing differences and thus we would be allowed a future tax deduction. We have recorded a corresponding deferred tax asset for the future reduction of taxes related to these adjustments.

The reduction in tax positions of prior years of $0.1 million and $5.6 million for the years ended December 31, 2011 and December 31, 2010, respectively, was primarily related to state taxes.

Settlements during the year ended December 31, 2011 primarily relate to the audit of a Swiss subsidiary that resulted in the payment of $2.8 million of taxes and interest. Subsequent to the payment of the taxes, we applied for and received treaty relief from the Swiss tax authorities and received $1.8 million in tax refunds. The tax that was not refunded is creditable against future US income tax and thus is being carried as a deferred tax asset.

Settlements during the year ended December 31, 2010 related to a first quarter tax settlement of a 2002 Mexico tax issue of one of our subsidiaries and a third quarter settlement of the 1998-2002 IRS audit.

The total amount of unrecognized tax benefits including interest and penalties at December 31, 2011 and 2010, that would affect the Company’s effective tax rate if recognized was $19.4 million and $14.9 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by December 31, 2012 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by December 31, 2012 total $2.5 million. Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease by December 31, 2012 due to settlements with taxing authorities. Amounts expected to settle by December 31, 2012 total $3.3 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 December 31, 2011 and 2010 was $13.3 million and $11.2 million, respectively. Income tax expense for the years ended December 31, 2011 and 2010 included an increase to income tax expense of $2.1 million and reduction in income tax expense of $4.8 million, respectively, in interest expense and penalties related to uncertain tax positions.

Note 14. Employee Retirement Plans

The Company sponsors defined benefit plans and defined contribution profit sharing plans which provide retirement income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets, and funded status is December 31.

Actuarial Assumptions

	Year Ended December 31,
	2011			2010			2009
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate		5.40	%		5.90	%		6.10	%
Compensation increase rate		3.00	%		3.00	%		3.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate		5.90	%		6.10	%		6.50	%
Long-term rate of return on plan assets		7.75	%		7.75	%		7.75	%
Compensation increase rate		3.00	%		3.00	%		4.00	%

The obligation discount rate assumption is determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans’ projected benefit payments. The expected long-term rate of return on plan assets is an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, we developed estimates based upon the anticipated performance of the assets in its portfolio. The compensation increase rate pertains solely to the pension plan of the Company’s Inland Barge segment as the accrued benefits of the Company’s remaining pension plans were frozen in 2009.

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Components of Net Retirement Cost

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Expense Components
Service cost	$	0.8		$	0.9		$	3.0
Interest		19.6			18.7			19.7
Expected return on plan assets		(22.8	)		(20.1	)		(15.7	)
Amortization and deferral:
Actuarial loss		1.8			1.9			4.2
Prior service cost		0.1			0.1			0.1
Other		—			0.2			(0.4	)
Defined benefit expense		(0.5	)		1.7			10.9
Profit sharing		9.3			8.3			7.6
Net expense	$	8.8		$	10.0		$	18.5

Obligations and Funded Status

	Year Ended December 31,
	2011			2010
	(in millions)
Accumulated Benefit Obligations	$	364.8		$	335.7
Projected Benefit Obligations:
Beginning of year	$	335.8		$	326.1
Service cost		0.8			0.9
Interest		19.6			18.7
Benefits paid		(14.7	)		(12.9	)
Actuarial loss		23.3			3.3
Amendments		—			0.2
Settlements		—			(0.5	)
End of year	$	364.8		$	335.8
Plans’ Assets:
Beginning of year	$	291.1		$	257.6
Actual return on assets		(1.2	)		35.3
Employer contributions		15.4			11.6
Benefits paid		(14.7	)		(12.9	)
Settlements		—			(0.5	)
End of year	$	290.6		$	291.1
Consolidated Balance Sheet Components:
Funded status	$	(74.2	)	$	(44.7	)

The unfunded status of the plans of $74.2 million and $44.7 million at December 31, 2011 and 2010, respectively, was recognized in the accompanying balance sheets as accrued pension liability and included in Accrued Liabilities. No plan assets are expected to be returned to us during the year ending December 31, 2012.

Amounts Recognized in Other Comprehensive Income (Loss)

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Actuarial gain (loss)	$	(47.3	)	$	11.9		$	18.7
Amortization of actuarial loss		1.7			1.9			4.2
Amortization of prior service cost		0.1			0.1			0.1
Other		—			(0.2	)		—
Curtailments		—			—			33.5
Settlements		—			0.2			—
Total before income taxes		(45.5	)		13.9			56.5
Income tax expense (benefit)		(16.9	)		5.2			20.9
Net amount recognized in other comprehensive income (loss)	$	(28.6	)	$	8.7		$	35.6

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Included in AOCL at December 31, 2011 were the following amounts that have not been recognized in net periodic pension cost: prior service cost of $0.3 million ($0.2 million net of related income taxes) and unrecognized actuarial losses of $112.1 million ($70.5 million net of related income taxes).

Actuarial loss included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2012 is $3.4 million ($2.2 million net of related income taxes).

Plan Assets

The estimated fair value of plan assets at year end 2011 and 2010, indicating input levels used to determine fair value, and the range of target asset allocations are as follows:

	Target Allocation			December 31, 2011			December 31, 2010
Cash and cash equivalents					3	%		1	%
Equity securities		55-65	%		66			68
Debt securities		35-45	%		31			31
Total					100	%		100	%

	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	9.7	$	—	$	—	$	9.7
Common trust funds		—		207.4		—		207.4
Registered investment companies		73.5		—		—		73.5
	$	83.2	$	207.4	$	—	$	290.6

	Fair Value Measurement as of December 31, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	3.5	$	—	$	—	$	3.5
Common trust funds		—		210.3		—		210.3
Registered investment companies		71.7		—		—		71.7
Corporate stock		2.9		—		—		2.9
Corporate bonds		2.0		—		—		2.0
U.S. government obligations		0.7		—		—		0.7
	$	80.8	$	210.3	$	—	$	291.1

The Company’s pension investment strategies have been developed as part of a comprehensive asset/liability management process that considers the relationship between both the assets and liabilities of the plans. These strategies consider not only the expected risk and returns on plan assets, but also the actuarial projections of liabilities, projected contributions, and funded status. The equity allocation is heavily weighted toward domestic large capitalized companies. There is also a lesser exposure to domestic small/mid cap companies, as well as international equities. The fixed income allocation is equally split between a limited duration portfolio and a core plus portfolio that has a duration in-line with published bond indices. This asset mix is designed to meet the longer-term obligations of the plan as projected by actuarial studies.

The principal pension investment strategies include asset allocation and active asset management. The range of target asset allocations has been determined after giving consideration to the expected returns of each asset category, the expected performance of each asset category, the volatility of the asset returns over time, and the complementary nature of the asset mix within the portfolio. Each asset category is managed by external money managers with the objective of generating returns that exceed market-based benchmarks.

The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used in determining fair value, including the general classification of such instruments pursuant to the valuation hierarchy as described further in Note 3 Fair Value Accounting.

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Temporary cash investments — These investments consist of U.S. dollars held in master trust accounts with the trustee. These temporary cash investments are classified as Level 1 instruments.

Common trust funds — Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Holdings of common trust funds are classified as Level 2 investments.

Registered investment companies — Registered investment companies are mutual funds registered with the Securities and Exchange Commission. Mutual fund shares are traded actively on public exchanges. The share prices for mutual funds are published at the close of each business day. Holdings of mutual funds are classified as Level 1 investments.

Corporate stock — This investment category consists of stock issued by U.S. companies traded actively on exchanges. Price quotes for these shares are readily available. Holdings of corporate stock are classified as Level 1 investments.

Corporate bonds — Corporate bonds consist of fixed income securities of U.S. and non-U.S. corporations. These assets are valued using quoted prices in active markets. Corporate bonds are classified as Level 1 investments.

U.S. government obligations — U.S government obligations consist of fixed income securities issued directly by the U.S. Treasury or by government-sponsored enterprises. These assets are valued using quoted prices in active markets. U.S. government obligations are classified as Level 1 investments.

Cash Flows

Employer contributions for the year ending December 31, 2012 are expected to be $17.3 million for the defined benefit plans compared to $15.4 million contributed during 2011. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2012 are expected to be $9.3 million compared to $8.2 million, $7.9 million, and $7.4 million during 2011, 2010, and 2009, respectively.

Benefit payments expected to be paid during the next ten years are as follows:

	Amounts
	(in millions)
2012	$	14.7
2013		15.7
2014		16.8
2015		18.0
2016		19.3
2017-2021		116.1

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.

Participants in the Pension Plan are now eligible to receive future retirement benefits through a company-funded annual retirement contribution provided through the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. The contribution ranges from one to three percent of eligible compensation based on service. Both the annual retirement contribution and the company matching contribution are discretionary, requiring board approval, and are made annually with the investment of the funds directed by the participants.

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Note 15. Accumulated Other Comprehensive Loss

Comprehensive net income (loss) is as follows:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Net income (loss) attributable to Trinity Industries, Inc.	$	142.2		$	67.4		$	(137.7	)
Other comprehensive income (loss):
Change in funded status of pension liability, net of tax expense (benefit) of $(16.9), $5.2, and $20.9		(28.6	)		8.7			35.6
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $0.4, $(2.6), and $14.2		0.1			(7.3	)		27.8
Other changes, net of tax benefit of $—, 0.7, and (0.0)		—			1.1			(0.1	)
Comprehensive net income (loss) attributable to Trinity Industries, Inc.	$	113.7		$	69.9		$	(74.4	)

The components of accumulated other comprehensive loss are as follows:

	December 31, 2011			December 31, 2010
	(in millions)
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.2)	$	(17.1	)	$	(17.1	)
Funded status of pension liability, net of tax benefit of $(41.7) and $(24.8)		(70.7	)		(42.1	)
Unrealized loss on derivative financial instruments, net of tax benefit of $(34.9) and $(21.4)		(46.2	)		(36.3	)
	$	(134.0	)	$	(95.5	)

See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings.

Note 16. Stock-Based Compensation

The Company’s 2004 Amended and Restated Stock Option and Incentive Plan (“the Plan”) provides for awarding 6,000,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2011, a total of 2,062,102 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Under previous plans, nonqualified and incentive stock options, restricted shares, and restricted stock units were granted at their fair market values. Options become exercisable in various percentages over periods ranging up to five years.

The cost of employee services received in exchange for awards of equity instruments are referred to as share-based payments and are based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for both new share-based awards and share-based awards granted prior to, but not yet vested, as of January 1, 2006. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees. Stock-based compensation totaled approximately $23.5 million, $15.7 million, and $13.5 million for the years ended December 31, 2011, 2010, and 2009, respectively.

The income tax benefit related to stock-based compensation expense was $10.0 million, $4.0 million, and $2.3 million for the years ended December 31, 2011, 2010, and 2009, respectively. The Company has presented excess tax benefits from the exercise of stock-based compensation awards as a financing activity in the consolidated statement of cash flows. No stock-based compensation costs were capitalized as part of the cost of an asset for the years ended December 31, 2011, 2010, and 2009.

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Stock Options

Expense related to stock options issued to eligible employees under the Plan is recognized over their vesting period on a straight line basis. Stock options generally vest over 5 years and have contractual terms of 10 years.

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
	(in millions)
Options outstanding at December 31, 2010		880,087		$	16.35
Granted		—			—
Exercised		(226,571	)	$	16.51
Cancelled		—			—
Options outstanding at December 31, 2011		653,516		$	16.30		5.3	$	9.0
Options exercisable:
December 31, 2010		449,587		$	16.46		3.1	$	4.6
December 31, 2011		223,016		$	16.42		2.1	$	3.0

At December 31, 2011, unrecognized compensation expense related to stock options was $0.4 million. At December 31, 2011, for unrecognized compensation expense related to stock options, the weighted average recognition period was 0.4 years. The intrinsic value of options exercised totaled approximately $3.6 million, $0.9 million, and $0.3 million during fiscal years 2011, 2010, and 2009, respectively.

Restricted Stock

Restricted share awards consist of restricted stock, restricted stock units, and performance units. Expense related to restricted stock and restricted stock units issued to eligible employees under the Plan is recognized ratably over the vesting period or to the date on which retirement eligibility is achieved, if shorter. Restricted stock and restricted stock units generally vest for periods ranging from one to fifteen years from the date of grant. Certain restricted stock and restricted stock units vest in their entirety upon the employee’s retirement from the Company, the employee’s reaching the age of 65 or when the employee’s age plus years of vested service equal 80. Restricted stock units issued to non-employee directors under the Plan vest on the grant date or on the first business day immediately preceding the next Annual Meeting of Stockholders. Performance units are amortized from their award date to the end of the performance period, generally either two or three years. Performance units are granted to employees based upon their target value however, depending upon the achievement of certain specified goals, may increase in value up to 200% of target. Certain performance awards provide that the Board of Directors has the right to disallow the granting of performance units for values in excess of target and, accordingly, no expense in excess of the target value is recognized for any units subject to such negative discretion. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals.

	Number of Restricted Share Awards			Weighted Average Fair Value per Award
Restricted share awards outstanding at December 31, 2010		2,976,128		$	24.79
Granted		925,140			34.21
Vested		(745,147	)		25.62
Forfeited		(93,460	)		26.17
Restricted share awards outstanding at December 31, 2011		3,062,661		$	27.39

At December 31, 2011, unrecognized compensation expense related to restricted share awards totaled approximately $67.2 million which will be recognized over a weighted average period of 4.2 years. The total fair value of shares vested during fiscal years 2011, 2010, and 2009 was $23.3 million, $11.7 million, and $7.4 million, respectively. The weighted average fair value of restricted share awards granted during 2011, 2010, and 2009 was $34.21, $25.18 and $15.68 per share, respectively.

78

Note 17. Earnings Per Common Share

Basic net income attributable to Trinity Industries, Inc. 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 basic 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 3.0 million shares, 2.8 million shares, and 3.7 million shares, respectively, for the years ended December 31, 2011, 2010 and 2009, respectively.

The computation of basic and diluted net income (loss) attributable to Trinity Industries, Inc. is as follows:

	Year Ended December 31, 2011
	Income (Loss)			Avg. Shares Outstanding		Earnings Per Share
	(in millions, except per share amounts)
Net income attributable to Trinity Industries, Inc.	$	142.2
Unvested restricted share participation		(4.8	)
Net income attributable to Trinity Industries, Inc. — basic		137.4			77.5	$	1.77
Effect of dilutive securities:
Stock options		—			0.3
Net income attributable to Trinity Industries, Inc. — diluted	$	137.4			77.8	$	1.77

	Year Ended December 31, 2010
	Income (Loss)			Avg. Shares Outstanding		Earnings Per Share
	(in millions, except per share amounts)
Net income attributable to Trinity Industries, Inc.	$	67.4
Unvested restricted share participation		(2.3	)
Net income attributable to Trinity Industries, Inc. — basic		65.1			76.8	$	0.85
Effect of dilutive securities:
Stock options		—			0.2
Net income attributable to Trinity Industries, Inc. — diluted	$	65.1			77.0	$	0.85

	Year Ended December 31, 2009
	Income (Loss)			Avg. Shares Outstanding		Loss Per Share
	(in millions, except per share amounts)
Net loss attributable to Trinity Industries, Inc.	$	(137.7	)
Unvested restricted share participation		(1.0	)
Net loss attributable to Trinity Industries, Inc. — basic		(138.7	)		76.4	$	(1.81	)
Effect of dilutive securities:
Stock options		—			—
Net loss attributable to Trinity Industries, Inc. — diluted	$	(138.7	)		76.4	$	(1.81	)

79

Note 18. Commitments and Contingencies

Litigation and Contingencies

Railworthiness Directive

As previously reported, the Company received a letter from the Federal Railroad Administration (“FRA”) containing a railworthiness directive pertaining to a specific design of tank cars manufactured by the Company for use in transporting poison inhalation hazard (“PIH”) materials. The Company has manufactured 948 railcars of this design. These tank cars are owned or managed by the Company’s wholly-owned, railcar leasing subsidiary. The FRA was notified of five tank cars with potential leaks around the manway nozzles. Pursuant to the directive, 100 recently manufactured tank cars were removed from service. An additional 67 randomly selected tank cars out of 848 manufactured since 2006, which have operated without incident, have been removed from service.

In September 2011, the FRA issued an addendum to its June 2011 railworthiness directive, approving the Company’s voluntary recertification of all 948 tank cars used in PIH service. The recertification process is scheduled to be performed through September 2014 in conjunction with the normal 3 to 5 year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred in accordance with generally accepted accounting principles. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.

Other Matters

In January 2012, a Company subsidiary, Trinity Structural Towers, Inc., filed a law suit against a structural wind tower customer for breach of contract due to the customer’s failure to comply with its’ contractual purchase obligations. The customer and Trinity Structural Towers, Inc. entered into a multi-year contract in which the customer agreed to purchase a fixed number of structural wind towers each year during the term of the contract. The customer purchased a portion of its contractual commitment but defaulted its purchase obligation thereafter and did not remedy such default following notice from Trinity Structural Towers, Inc. to cure the default. The customer has filed an answer in the litigation and the discovery process is expected to commence in the first quarter of 2012.

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of loss for such matters, taking into consideration our rights in indemnity and recourse to third parties is $6.2 million to $22.9 million. Total accruals of $12.3 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $7.6 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.

Other Commitments

Non-cancelable purchase obligations amounted to $399.6 million as of December 31, 2011, of which $347.5 million is for the purchase of raw materials and components, principally by the Rail, Inland Barge, and Energy Equipment Groups.

80

Note 19. Selected Quarterly Financial Data (Unaudited)

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. See Note 1 of the Notes to Consolidated Financial Statements.

		september 30		september 30		september 30			september 30
	Three Months Ended
	March 31, 2011		June 30, 2011		September 30, 2011			December 31, 2011
	(in millions except per share data)
Revenues:
Manufacturing		$  514.4		$  580.1		$  643.7			$  785.5
Leasing		119.8		128.2		147.4			156.0
		634.2		708.3		791.1			941.5
Operating costs:
Costs of revenues:
Manufacturing		431.7		498.2		548.4			686.4
Leasing		60.5		63.3		78.6			87.9
Other		8.1		7.4		7.1			5.3
		500.3		568.9		634.1			779.6
Selling, engineering, and administrative expenses		50.3		47.5		53.5			57.8
Gain (loss) on disposition of property, plant, and equipment:
Net gains on lease fleet sales		1.1		0.4		1.6			13.1
Disposition of flood-damaged property, plant, and equipment		—		—		0.6			17.0
Other		0.8		3.1		(0.3	)		4.8
		1.9		3.5		1.9			34.9
Operating profit		85.5		95.4		105.4			139.0
Net income		25.6		31.6		31.6			56.9
Net income attributable to Trinity Industries, Inc.		24.2		30.0		31.9			56.1
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted		$  0.30		$  0.37		$  0.40			$  0.70

	Three Months Ended
	March 31, 2010		June 30, 2010		September 30, 2010		December 31, 2010
	(in millions except per share data)
Revenues:
Manufacturing		$  332.8		$  423.5		$  417.9		$  516.8
Leasing		114.9		115.2		115.2		119.2
		447.7		538.7		533.1		636.0
Operating costs:
Costs of revenues:
Manufacturing		283.1		351.7		348.1		451.8
Leasing		64.0		61.8		59.2		59.0
Other		4.1		2.1		2.1		2.6
		351.2		415.6		409.4		513.4
Selling, engineering, and administrative expenses		48.4		45.5		48.7		43.7
Gain (loss) on disposition of property, plant, and equipment:
Net gains on lease fleet sales		1.7		0.3		2.3		2.3
Disposition of flood-damaged property, plant, and equipment		—		—		10.2		(0.5	)
Other		2.2		1.0		4.4		0.3
		3.9		1.3		16.9		2.1
Operating profit		52.0		78.9		91.9		81.0
Net income		4.3		21.1		31.5		18.5
Net income attributable to Trinity Industries, Inc.		2.0		18.4		29.7		17.3
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted		$  0.02		$  0.23		$  0.37		$  0.22

81

Effective December 31, 2011, deferred loan issuance costs incurred have been classified in our Consolidated Statements of Cash Flows in financing activities as a deduction from debt proceeds to properly state such costs as financing activities. Previously such costs were classified as an operating activity within the change in other assets. The impact to properly state operating and financing activities for the three months ended March 31, 2011 and the six months ended June 30, 2011 was $5.9 million and the nine months ended September 30, 2011 impact was $21.1 million. The impact in 2010 to properly state operating and financing activities for the periods ended March 31, 2010 and June 30, 2010, was $0.2 million, while the impact for the nine months ended September 30, 2010 was $0.3 million. The impact for the year ended December 31, 2010 was $6.6 million. The following quarterly Consolidated Statements of Cash Flows for 2011 and 2010 are summarized as follows 1) originally reported as adjusted for the change in accounting for lease fleet railcar sales explained above and 2) as adjusted for the change in accounting for lease fleet railcar sales and the proper recognition of deferred loan issuance costs as financing activities:

		Three Months			Three Months			Three Months			Three Months
	Originally Reported as Adjusted for the Change in Presentation for Lease Fleet Railcar Sales
	Three Months Ended March  31, 2011			Six Months Ended June  30, 2011			Nine Months Ended September 30, 2011
		(in millions)
Total cash provided by (required by):
Operating activity	$	(11.5	)	$	(3.2	)	$	28.6
Investing activity		(35.6	)		(58.3	)		(125.6	)
Financing activity		(46.6	)		(35.4	)		15.8
Net increase (decrease) in cash and cash equivalents	$	(93.7	)	$	(96.9	)	$	(81.2	)
	Three Months Ended March 31, 2010			Six Months Ended June 30, 2010			Nine Months Ended September 30, 2010			Year Ended December 31, 2010
		(in millions)
Total cash provided by (required by):
Operating activity	$	(16.2	)	$	6.1		$	47.5		$	163.9
Investing activity		(268.4	)		(304.0	)		(333.0	)		(308.2	)
Financing activity		(69.5	)		(103.6	)		(175.1	)		(113.5	)
Net increase (decrease) in cash and cash equivalents	$	(354.1	)	$	(401.5	)	$	(460.6	)	$	(257.8	)

		Three Months			Three Months			Three Months			Three Months
	As Adjusted for the Change in Presentation for Lease  Fleet Railcar Sales and the Recognition of Deferred Loan Issuance Costs as Financing Activities
	Three Months Ended March 31, 2011			Six Months Ended June 30, 2011			Nine Months Ended September 30, 2011
		(in millions)
Total cash provided by (required by):
Operating activity	$	(5.6	)	$	2.7		$	49.7
Investing activity		(35.6	)		(58.3	)		(125.6	)
Financing activity		(52.5	)		(41.3	)		(5.3	)
Net increase (decrease) in cash and cash equivalents..	$	(93.7	)	$	(96.9	)	$	(81.2	)
	Three Months Ended March  31, 2010			Six Months Ended June  30, 2010			Nine Months Ended September 30, 2010			Year Ended December 31, 2010
		(in millions)
Total cash provided by (required by):
Operating activity	$	(16.0	)	$	6.3		$	47.8		$	170.5
Investing activity		(268.4	)		(304.0	)		(333.0	)		(308.2	)
Financing activity		(69.7	)		(103.8	)		(175.4	)		(120.1	)
Net increase (decrease) in cash and cash equivalents..	$	(354.1	)	$	(401.5	)	$	(460.6	)	$	(257.8	)

82

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. 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.

Management’s Report on Internal Control over Financial Reporting.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance, as opposed to absolute assurance, of achieving their internal control objectives.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on our assessment, we believe that, as of December 31, 2011, the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of internal control over financial reporting as of December 31, 2011, has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited the Company’s consolidated financial statements. Ernst & Young LLP’s attestation report on effectiveness of the Company’s internal control over financial reporting is included herein.

Item 9B. Other Information.

None.

83

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Information regarding the directors of the Company is incorporated by reference to the information set forth under the caption “Proposal 1 — Election of Directors” in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders (the “2012 Proxy Statement”). Information relating to the executive officers of the Company is set forth in Part I of this report under the caption “Executive Officers of the Company.” Information relating to the Board of Directors’ determinations concerning whether at least one of the members of the Audit Committee is an “audit committee financial expert” as that term is defined under Item 407 (d)(5) of Regulation S-K is incorporated by reference to the information set forth under the caption “Corporate Governance — Board Committees — Audit Committee” in the Company’s 2012 Proxy Statement. Information regarding the Company’s Audit Committee is incorporated by reference to the information set forth under the caption “Corporate Governance — Board Committees — Audit Committee” in the Company’s 2012 Proxy Statement. Information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated by reference to the information set forth under the caption “Additional Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2012 Proxy Statement.

The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers, and employees. The Code of Business Conduct and Ethics is on the Company’s website at www.trin.net under the caption “Investor Relations/ Governance.” The Company intends to post any amendments or waivers for its Code of Business Conduct and Ethics to the Company’s website at www.trin.net to the extent applicable to an executive officer or director of the Company.

Item 11. Executive Compensation.

Information regarding compensation of executive officers and directors is incorporated by reference to the information set forth under the caption “Executive Compensation” in the Company’s 2012 Proxy Statement. Information concerning compensation committee interlocks and insider participation is incorporated by reference to the information set forth under the caption “Corporate Governance — Compensation Committee Interlocks and Insider Participation” in the Company’s 2012 Proxy Statement. Information about the compensation committee report is incorporated by reference to the information set forth under the caption “Executive Compensation — Human Resources Committee Report” in the Company’s 2012 Proxy Statement.

84

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Company’s 2012 Proxy Statement, under the caption “Security Ownership — Security Ownership of Certain Beneficial Owners and Management.”

The following table sets forth information about Trinity common stock that may be issued under all of Trinity’s existing equity compensation plans as of December 31, 2011.

Equity Compensation Plan Information

	(a)			(b)		(c)
						Number of Securities
	Number of Securities					Remaining Available for
	to be Issued			Weighted-Average		Future Issuance under
	Upon Exercise of			Exercise Price of		Equity Compensation
	Outstanding Options,			Outstanding Options,		Plans (Excluding Securities
	Warrants and Rights			Warrants and Rights		Reflected in Column (a))
Plan Category
Equity compensation plans approved by security holders:
Stock Options		653,516		$	16.30
Restricted stock units and performance units		614,654	(1)		—
		1,268,170					2,062,102
Equity compensation plans not approved by security holders		—	(2)				—
Total		1,268,170					2,062,102

⁽¹⁾  Includes 287,264 shares of common stock issuable upon the vesting and conversion of restricted stock units and 327,390 shares of common stock issuable upon the vesting and conversion of performance units. The restricted stock units and performance units do not have an exercise price.

⁽²⁾  Excludes information regarding the Trinity Deferred Plan for Director Fees. This plan permits the deferral of the payment of the annual retainer fee and board and committee meeting fees. At the election of the participant, the deferred fees may be converted into phantom stock units with a fair market value equal to the value of the fees deferred, and such phantom stock units are credited to the director’s account (along with the amount of any dividends or stock distributions). At the time a participant ceases to be a director, cash will be distributed to the participant. At December 31, 2011, there were 106,126 phantom stock units credited to the accounts of participants. Also excludes information regarding the Trinity Industries Supplemental Profit Sharing Plan (“Supplemental Plan”) for certain of its highly compensated employees. Information about the Supplemental Plan is incorporated herein by reference from the Company’s 2012 Proxy Statement, under the caption “Executive Compensation — Post-Employment Benefits.” At December 31, 2011, there were 45,904 stock units credited to the accounts of participants under the Supplemental Plan.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related person transactions is incorporated by reference to the information set forth under the captions “Corporate Governance-Compensation Committee Interlocks and Insider Participation” and “Transactions with Related Persons” in the Company’s 2012 Proxy Statement. Information regarding the independence of directors is incorporated by reference to the information set forth under the captions “Corporate Governance-Independence of Directors” in the Company’s 2012 Proxy Statement.

Item 14. Principal Accountant Fees and Services.

Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the captions “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2011 and 2010” in the Company’s 2012 Proxy Statement.

85

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements.

See Item 8.

(2) Financial Statement Schedule.

All schedules are omitted because they are not required, not significant, not applicable or the information is shown in the financial statements or the notes to consolidated financial statements.

(3) Exhibits.

See Index to Exhibits for a listing of Exhibits which are filed herewith or incorporated herein by reference to the location indicated.

86

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

1) Post-Effective Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813),

2) Post-Effective Amendment No. 1 to the Registration Statement (Form S-8, No. 33-10937),

3) Registration Statement (Form S-8, No. 33-35514),

4) Registration Statement (Form S-8, No. 33-73026),

5) Registration Statement (Form S-8, No. 333-77735),

6) Registration Statement (Form S-8, No. 333-91067),

7) Registration Statement (Form S-8, No. 333-85588),

8) Registration Statement (Form S-8, No. 333-85590),

9) Registration Statement (Form S-8, No. 333-114854),

10) Registration Statement (Form S-8, No. 333-115376),

11) Registration Statement (Form S-3, No. 333-134596),

12) Registration Statement (Form S-8, No. 333-159552), and

13) Registration Statement (Form S-8, No. 333-169452);

of our reports dated February 16, 2012 with respect to the consolidated financial statements of Trinity Industries, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Trinity Industries, Inc. and Subsidiaries included in this Annual Report (Form 10-K) of Trinity Industries, Inc. and Subsidiaries for the year ended December 31, 2011.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 16, 2012

87

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.	By	/s/ James E. Perry
Registrant	James E. Perry
	Senior Vice President and Chief Financial Officer Dated: February 16, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Directors:

/s/ John L. Adams	/s/ Diana S. Natalicio
John L. Adams	Diana S. Natalicio
Director	Director
Dated: February 16, 2012	Dated: February 16, 2012
/s/ Rhys J. Best	/s/ Douglas L. Rock
Rhys J. Best	Douglas L. Rock
Director	Director
Dated: February 16, 2012	Dated: February 16, 2012
/s/ David W. Biegler
David W. Biegler
Director
Dated: February 16, 2012	Principal Executive Officer:
/s/ Leldon E. Echols	/s/ Timothy R. Wallace
Leldon E. Echols	Timothy R. Wallace
Director	Chairman, Chief Executive Officer, President, and Director
Dated: February 16, 2012	Dated: February 16, 2012
	Principal Financial Officer:
/s/ Ronald J. Gafford	/s/ James E. Perry
Ronald J. Gafford	James E. Perry
Director	Senior Vice President and Chief Financial Officer
Dated: February 16, 2012	Dated: February 16, 2012
/s/ Ronald W. Haddock
Ronald W. Haddock
Director
Dated: February 16, 2012	Principal Accounting Officer:
/s/ Adrián Lajous	/s/ Mary E. Henderson
Adrián Lajous	Mary E. Henderson
Director	Vice President, Chief Accounting Officer, and Controller
Dated: February 16, 2012	Dated: February 16, 2012
/s/ Charles W. Matthews
Charles W. Matthews
Director
Dated: February 16, 2012

88

Trinity Industries, Inc.

Index to Exhibits

(Item 15(b))

NO.		DESCRIPTION
	(3.1)	Certificate of Incorporation of Trinity Industries, Inc., as amended May 23, 2007 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007).
	(3.2)	Amended and Restated By-Laws of Trinity Industries, Inc., as amended May 2, 2011 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
	(4.01)	Indenture, dated June 7, 2006, between Trinity Industries, Inc. and Wells Fargo Bank, National Association, as trustee (including the Form of 3 7/8% Convertible Subordinated Note due 2036 as an exhibit thereto) (filed herewith).
	(4.01.1)	Officers’ Certificate of Trinity Industries, Inc. pursuant to the Indenture dated June 7, 2006, relating to the Company’s 3 7/8% Convertible Subordinated Notes due 2036 (filed herewith).
	(4.1)	Specimen Common Stock Certificate of Trinity Industries, Inc. (incorporated by reference to Exhibit 4.1 of Registration Statement No. 333-159552 filed May 28, 2009).
	(4.2)	Pass Through Trust Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(4.2.1)	Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(4.2.2)	Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(4.2.3)	Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.1.1)	Form of Amended and Restated Executive Severance Agreement entered into between Trinity Industries, Inc. and the Chief Executive Officer, and each of the Senior Vice Presidents (incorporated by reference to Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
	(10.1.2)	Form of Amended and Restated Executive Severance Agreement entered into between Trinity Industries, Inc. and certain executive officers and certain other subsidiary and divisional officers of Trinity Industries, Inc. (incorporated by reference to Exhibit 10.1.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2008).*
	(10.2)	Trinity Industries, Inc. Directors’ Retirement Plan, as amended September 10, 1998 (incorporated by reference to Exhibit 10.2 of Registration Statement No. 333-117526 filed July 21, 2004).*
	(10.2.1)	Amendment No. 2 to the Trinity Industries, Inc. Directors’ Retirement Plan (incorporated by reference to Exhibit 10.2.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
	(10.2.2)	Amendment No. 3 to the Trinity Industries, Inc. Directors’ Retirement Plan (filed herewith).*
	(10.3)	1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.1 of Registration Statement No. 33-73026 filed December 15, 1993).*
	(10.3.1)	Amendment No. 1 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10.3.2)	Amendment No. 2 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10.3.3)	Amendment No. 3 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10.3.4)	Amendment No. 4 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10.3.5)	Amendment No. 5 to the 1993 Stock Option and Incentive Plan (filed herewith).*
	(10.4)	Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2005 (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
	(10.5)	Trust Agreement for Trinity Industries, Inc. Deferred Compensation Trust dated December 15, 2011 (filed herewith).*

89

NO.		DESCRIPTION
	(10.6)	Trust Agreement for Trinity Industries, Inc. Supplemental Profit Sharing and Directors Fee Trust dated December 15, 2011 (filed herewith).*
	(10.7)	Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
	(10.7.1)	Amendment No. 1 to the Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (incorporated by reference to Exhibit 10.7.1 to our Form 8-K filed February 17, 2009).*
	(10.8)	Trinity Industries, Inc. Deferred Plan for Director Fees, as amended (incorporated by reference to Exhibit 10.9 of Registration Statement No. 333-117526 filed July 21, 2004).*
	(10.8.1)	Amendment to Trinity Industries, Inc. Deferred Plan for Director Fees dated December 7, 2005 (filed herewith).*
	(10.8.2)	Trinity Industries, Inc. 2005 Deferred Plan for Director Fees (filed herewith).*
	(10.9)	Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.2 of Registration Statement No. 333-77735 filed May 4, 1999).*
	(10.9.1)	Amendment No. 1 to the Trinity Industries, Inc. 1998 Stock Option Plan and Incentive Plan (incorporated by reference to Exhibit 10.9.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).*
	(10.9.2)	Amendment No. 2 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).*
	(10.9.3)	Amendment No. 3 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (filed herewith).*
	(10.9.4)	Amendment No. 4 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (filed herewith).*
	(10.10)	Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 4, 2010).*
	(10.10.1)	Form of Notice of Grant of Stock Options and Non-Qualified Option Agreement with Non-Qualified Stock Option Terms and Conditions as of September 8, 2004 (incorporated by reference to Exhibit 10.10.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
	(10.10.1.1)	Non-Qualified Stock Option Terms and Conditions as of December 6, 2005 (filed herewith).*
	(10.10.1.2)	Form of Notice of Grant of Stock Options and Non-Qualified Option Agreement with Non-Qualified Stock Option Terms and Conditions as of December 9, 2008 (incorporated by reference to Exhibit 10.11.1.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2008).*
	(10.10.2)	Form of Notice of Grant of Stock Options and Incentive Stock Option Agreement with Incentive Stock Option Terms and Conditions as of September 8, 2004 (incorporated by reference to Exhibit 10.10.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
	(10.10.2.1)	Incentive Stock Option Terms and Conditions as of December 6, 2005 (filed herewith).*
	(10.10.2.2)	Form of Notice of Grant of Stock Options and Incentive Stock Option Agreement with Incentive Stock Option Terms and Conditions as of December 9, 2008 (incorporated by reference to Exhibit 10.11.2.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2008).*
	(10.10.3)	Form of Restricted Stock Grant Agreement for grants issued prior to 2008 (incorporated by reference to Exhibit 10.11.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
	(10.10.3.1)	Form of Restricted Stock Grant Agreement for grants issued commencing 2008 (incorporated by reference to Exhibit 10.11.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
	(10.10.4)	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.10.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
	(10.10.5)	Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued prior to 2008 (incorporated by reference to Exhibit 10.11.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
	(10.10.5.1)	Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued commencing 2008 (incorporated by reference to Exhibit 10.11.5 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
	(10.10.6)	Form of Performance Restricted Stock Unit Grant Agreement for grants issued commencing 2011 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).*

90

NO.		DESCRIPTION
	(10.11)	Supplemental Retirement and Director Retirement Trust of Trinity Industries, Inc. (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).*
	(10.12)	Form of 2008 Deferred Compensation Plan and Agreement as amended and restated entered into between Trinity Industries, Inc. and certain officers of Trinity Industries, Inc. or its subsidiaries (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
	(10.13)	Trinity Industries, Inc. Short-Term Management Incentive Plan (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
	(10.14)	Equipment Lease Agreement (TRL 1 2001-1A) dated as of May 17, 2001 between TRLI-1A Railcar Statutory Trust, lesser, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.14.1)	Participation Agreement (TRL 1 2001-1A) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.14.2)	Equipment Lease Agreement (TRL 1 2001-1B) dated as of July 12, 2001 between TRL 1 2001-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.15.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.14.3)	Participation Agreement (TRL 1 2001-1B) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.14.4)	Equipment Lease Agreement (TRL 1 2001-1C) dated as of December 28, 2001 between TRL 1 2001-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing 1 L.P., lessee (incorporated by reference to Exhibit 10.15.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.14.5)	Participation Agreement (TRL 1 2001-1C) dated as of December 28, 2001 among Trinity Rail Leasing 1 L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.15)	Equipment Lease Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.15.1)	Participation Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.15.2)	Equipment Lease Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee, (incorporated by reference to Exhibit 10.16.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.15.3)	Participation Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.15.4)	Equipment Lease Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.16.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.15.5)	Participation Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.16)	Equipment Lease Agreement (TRL IV 2004-1A) between TRL IV 2004-1A Statutory Trust, lessor, and Trinity Rail Leasing IV L.P., lessee (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.16.1)	Participation Agreement (TRL IV 2004-1A) among Trinity Rail Leasing IV, L.P., lessee, et. al (incorporated by reference to Exhibit 10.17.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
	(10.17)	Third Amended and Restated Credit Agreement dated as of October 20, 2011 among Trinity Industries, Inc, as Borrower, JP Morgan Chase Bank, N.A., individually and as Administrative Agent, and certain other Lenders party thereto from time to time (filed herewith).
	(10.18)	Second Amended and Restated Warehouse Loan Agreement dated as of May 29, 2009 among Trinity Industries

91

NO.		DESCRIPTION
		Leasing Company, Trinity Rail Leasing Warehouse Trust (formerly known as Trinity Rail Leasing Trust II), The Committed Lenders and the Conduit Lenders from time to time party hereto, Credit Suisse, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.19 to our Form 8-K filed on June 2, 2009).
	(10.18.1)	Amendment No.1 to the Second Amended and Restated Warehouse Loan Agreement, dated February 4, 2011, amending the Second Amended and Restated of Warehouse Loan Agreement dated May 29, 2009 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on February 8, 2011).
	(10.19)	Term Loan Agreement dated as of May 9, 2008 among Trinity Rail Leasing VI LLC, the Committed Lenders and the Conduit Lenders From Time to Time Party Hereto, DVB Bank AG, as Agent, and Wilmington Trust Company; as Collateral and Depositary (incorporated by reference to Exhibit 10.20 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
	(10.19.1)	Purchase and Sale Agreement (TILC) dated as of May 9, 2008 among Trinity Industries Leasing Company, as Seller and Trinity Rail Leasing VI LLC, as Buyer (incorporated by reference to Exhibit 10.20.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
	(10.19.2)	Purchase and Sale Agreement (TRLT-II) dated as of May 9, 2008 among Trinity Rail Leasing Trust II, as Seller, Trinity Rail Leasing VI LLC, as Buyer and Trinity Industries Leasing Company (incorporated by reference to Exhibit 10.20.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
	(10.20)	Master Indenture dated November 5, 2009, between Trinity Rail Leasing VII LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).
	(10.20.1)	Purchase and Contribution Agreement, dated November 5, 2009, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing VII L.L.C. (incorporated by reference to Exhibit 10.20.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).
	(10.21)	Perquisite Plan beginning January 1, 2004 in which the Company’s Executive Officers participate (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
	(10.22)	Purchase and Contribution Agreement, dated May 18, 2006, among Trinity Industries Leasing Company, Trinity Leasing Trust II, and Trinity Rail Leasing V L.P. (filed herewith).
	(10.22.1)	Master Indenture dated May 24, 2006, between Trinity Rail Leasing V L.P. and Wilmington Trust Company, as indenture trustee (filed herewith).
	(10.23)	Board Compensation Summary Sheet (incorporated by reference to Exhibit 10.27 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
	(10.24)	Retirement Transition Agreement between Trinity North American Freight Car, Inc. and Martin Graham (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
	(10.25)	Retirement Transition Agreement between Trinity Industries, Inc. and Mark W. Stiles (incorporated by reference to Exhibit 10.1 to our Form 8-K filed July 30, 2010).*
	(10.26)	Indenture dated as of October 25, 2010, between Trinity Rail Leasing 2010 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).
	(10.26.1)	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 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).
	(10.26.2)	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. (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).
	(10.27)	Note Purchase Agreement dated June 29, 2011, among Trinity Industries Leasing Company, TRIP Rail Holdings LLC, TRIP Rail Leasing LLC, and TRIP Rail Master Funding LLC, and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
	(10.27.1)	Purchase and Contribution Agreement dated July 6, 2011, among TRIP Rail Leasing, LLC, Trinity Industries

92

NO.		DESCRIPTION
		Leasing Company, TRIP Rail Master Funding LLC (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
	(10.27.2)	Master Indenture dated July 6, 2011, among TRIP Rail Master Funding LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
	(10.28)	Form of Indemnification Agreement between Trinity Industries, Inc. and certain directors and executive officers (filed herewith).
	(12)	Computation of Ratio of Earnings to Fixed Charges (filed herewith).
	(21)	Listing of subsidiaries of Trinity Industries, Inc. (filed herewith).
	(23)	Consent of Ernst & Young LLP (contained on page 87 of this document and filed herewith).
	(31.1)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
	(31.2)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
	(32.1)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	(32.2)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	(95)	Mine Safety Disclosure Exhibit (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)**
	*	Management contracts and compensatory plan arrangements.
	**	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 Section 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.

93

EX-4.01

Exhibit 4.01

TRINITY INDUSTRIES, INC.,

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS TRUSTEE

3⁷/₈ % Convertible Subordinated Notes due 2036

INDENTURE

Dated as of June 7, 2006

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1.	Definitions		1
SECTION 1.2.	Other Definitions		10
SECTION 1.3.	Incorporation by Reference of Trust Indenture Act		11
SECTION 1.4.	Rules of Construction		12
ARTICLE II
THE SECURITIES
SECTION 2.1.	Title and Terms		12
SECTION 2.2.	Form of Securities		14
SECTION 2.3.	Legends		15
SECTION 2.4.	Execution and Authentication		16
SECTION 2.5.	Registrar and Paying Agent		17
SECTION 2.6.	Paying Agent To Hold Money in Trust		18
SECTION 2.7.	Securityholder Lists		18
SECTION 2.8.	General Provisions Relating to Transfer and Exchange		18
SECTION 2.9.	Book-Entry Provisions for the Global Securities		19
SECTION 2.10.	Mutilated, Destroyed, Lost or Stolen Securities		21
SECTION 2.11.	Outstanding Securities		22
SECTION 2.12.	Temporary Securities		22
SECTION 2.13.	Cancellation		23
SECTION 2.14.	Payment of Interest; Defaulted Interest		23
SECTION 2.15.	Computation of Interest		24
SECTION 2.16.	CUSIP and ISIN Numbers		24
ARTICLE III
COVENANTS
SECTION 3.1.	Payment of Securities		25
SECTION 3.2.	Maintenance of Office or Agency		25
SECTION 3.3.	Corporate Existence		26
SECTION 3.4.	Payment of Taxes and Other Claims		26
SECTION 3.5.	Payments for Consent		26
SECTION 3.6.	Compliance Certificate		27
SECTION 3.7.	Further Instruments and Acts		27
SECTION 3.8.	Statement by Officers as to Default		27
SECTION 3.9.	Tax Treatment		27
SECTION 3.10.	Delivery of Certain Information		28
ARTICLE IV
SUCCESSOR COMPANY
SECTION 4.1.	Consolidation, Merger and Sale of Assets		28

i

		Page
ARTICLE V
REDEMPTION OF SECURITIES
SECTION 5.1.	Optional Redemption		29
SECTION 5.2.	Applicability of Article		29
SECTION 5.3.	Election to Redeem; Notice to Trustee		29
SECTION 5.4.	Selection by Trustee of Securities to Be Redeemed		29
SECTION 5.5.	Notice of Redemption		30
SECTION 5.6.	Deposit of Redemption Price		31
SECTION 5.7.	Securities Payable on Redemption Date		31
SECTION 5.8.	Securities Redeemed in Part		32
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.1.	Events of Default		32
SECTION 6.2.	Acceleration		34
SECTION 6.3.	Other Remedies		35
SECTION 6.4.	Waiver of Past Defaults		35
SECTION 6.5.	Control by Majority		35
SECTION 6.6.	Limitation on Suits		35
SECTION 6.7.	Rights of Holders to Receive Payment		36
SECTION 6.8.	Collection Suit by Trustee		36
SECTION 6.9.	Trustee May File Proofs of Claim		36
SECTION 6.10.	Priorities		37
SECTION 6.11.	Undertaking for Costs		37
ARTICLE VII
TRUSTEE
SECTION 7.1.	Duties of Trustee		37
SECTION 7.2.	Rights of Trustee		39
SECTION 7.3.	Individual Rights of Trustee		40
SECTION 7.4.	Trustee’s Disclaimer		40
SECTION 7.5.	Notice of Defaults		40
SECTION 7.6.	Reports by Trustee to Holders		41
SECTION 7.7.	Compensation and Indemnity		41
SECTION 7.8.	Replacement of Trustee		42
SECTION 7.9.	Successor Trustee by Merger		42
SECTION 7.10.	Eligibility; Disqualification		43
SECTION 7.11.	Preferential Collection of Claims Against Company		43
SECTION 7.12.	Trustee’s Application for Instruction from the Company		43
ARTICLE VIII
DISCHARGE OF INDENTURE
SECTION 8.1.	Discharge of Liability on Securities		43
SECTION 8.2.	Reinstatement		44
SECTION 8.3.	Officers’ Certificate; Opinion of Counsel		45
ARTICLE IX
AMENDMENTS
SECTION 9.1.	Without Consent of Holders		45

ii

		Page
SECTION 9.2.	With Consent of Holders		46
SECTION 9.3.	Compliance with Trust Indenture Act		47
SECTION 9.4.	Revocation and Effect of Consents and Waivers		47
SECTION 9.5.	Notation on or Exchange of Securities		47
SECTION 9.6.	Trustee To Sign Amendments		48
ARTICLE X
SUBORDINATION
SECTION 10.1.	Agreement of Subordination		48
SECTION 10.2.	Payments to Holders		48
SECTION 10.3.	Subrogation of Securities		51
SECTION 10.4.	Authorization to Effect Subordination		52
SECTION 10.5.	Notice to Trustee		52
SECTION 10.6.	Trustee’s Relation to Senior Debt		53
SECTION 10.7.	No Impairment of Subordination		53
SECTION 10.8.	Certain Conversions Not Deemed Payment		53
SECTION 10.9.	Article Applicable to Payment Agents		54
SECTION 10.10.	Senior Debt Entitled to Rely		54
ARTICLE XI
PURCHASE AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE; REPURCHASE AT THE OPTION OF HOLDERS
SECTION 11.1.	Purchase at the Option of the Holder Upon a Fundamental Change		54
SECTION 11.2.	Purchase of Securities at the Option of the Holder		56
SECTION 11.3.	Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change and Purchase of Securities at the Option of the Holder		58
ARTICLE XII
CONVERSION
SECTION 12.1.	Conversion of Securities		61
SECTION 12.2.	Adjustments to Conversion Rate		65
SECTION 12.3.	Effect of Reclassification, Consolidation, Merger or Sale		73
SECTION 12.4.	Responsibility of Trustee		73
SECTION 12.5.	Notice to Holders Prior to Certain Actions		74
SECTION 12.6.	Stockholder Rights Plan		75
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1.	Trust Indenture Act Controls		75
SECTION 13.2.	Notices		75
SECTION 13.3.	Communication by Holders with other Holders		77
SECTION 13.4.	Certificate and Opinion as to Conditions Precedent		77
SECTION 13.5.	Statements Required in Certificate or Opinion		77
SECTION 13.6.	When Securities Disregarded		77
SECTION 13.7.	Rules by Trustee, Paying Agent and Registrar		78
SECTION 13.8.	Legal Holidays		78
SECTION 13.9.	GOVERNING LAW; WAIVER OF JURY TRIAL		78
SECTION 13.10.	No Recourse Against Others		78

iii

		Page
SECTION 13.11.	Successors		79
SECTION 13.12.	Multiple Originals		79
SECTION 13.13.	Table of Contents; Headings		79
SECTION 13.14.	Force Majeure		79
SECTION 13.15.	Severability Clause		79

EXHIBIT A	Form of the Security
EXHIBIT B	Form of Indenture Supplements

iv

CROSS-REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.8; 7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.7
	(b)	13.3
	(c)	13.3
313	(a)	7.6
	(b)(1)	N.A.
	(b)(2)	7.6
	(c)	7.6
	(d)	7.6
314	(a)	3.6; 3.8, 3.10, 13.5
	(b)	N.A.
	(c)(1)	13.4
	(c)(2)	13.4
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.5
	(f)	N.A.
315	(a)	7.1
	(b)	7.5; 13.2
	(c)	7.1
	(d)	7.1
	(e)	6.11
316	(a)(last sentence)	13.6
	(a)(1)(A)	6.5(a)
	(a)(1)(B)	6.4
	(a)(2)	N.A.
	(b)	6.7
	(c)	6.5(b)
317	(a)(1)	6.8
	(a)(2)	6.9
	(b)	2.6
318	(a)	13.1
	(b)	N.A.
	(c)	13.1
	N.A. means Not Applicable.

v

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this Indenture.

vi

INDENTURE dated as of June 7, 2006, among TRINITY INDUSTRIES, INC., a Delaware corporation (the “ Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “ Trustee”), as Trustee.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s 3 ⁷ / ₈ % Convertible Subordinated Notes due 2036 (the “ Securities”) on the date hereof and the guarantees thereof by certain of the Company’s subsidiaries.

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.1. Definitions.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “ control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “ controlling” and “ controlled” have meanings correlative to the foregoing; provided, however , that the existence of a management contract by the Company or an Affiliate of the Company to manage another entity shall not be deemed to be control.

“Applicable Five Day Trading Period” means, with respect to any interest period in which Contingent Interest may be payable, the five Trading Days ending on the second Trading Day immediately preceding the first day of such interest period.

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Securities, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended).

“Average Securities Price” means, as of any date of determination, the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Bid Agent for $10,000,000 principal amount of Securities at approximately 4:00 p.m. (New York City time) on such determination date from three unaffiliated recognized securities dealers in The City of New York (none of which shall be an Affiliate of the Company) selected by the Company; provided, however, if (a) at least three such bids are not obtained by the Bid Agent or (b) in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities as of such determination date, then the Average Securities Price for such determination date shall equal (i) the Conversion Rate in effect as of such determination date multiplied by (ii) the average Last Reported Sale Price for the five Trading Days ending on such determination date, appropriately adjusted to take into account the occurrence, during the period commencing on the first of such trading days during such five Trading Day period and ending on such determination date, of any event described in Section 12.2 .

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“Bankruptcy Law” means Title 11 of the United States Code, as amended from time to time, or any similar federal or state law for the relief of debtors.

“Beneficial Owner” shall mean any person who is considered a beneficial owner of a security in accordance with Rule 13d-3 promulgated by the SEC under the Exchange Act.

“Bid Agent” means a bid agent appointed by the Company to act in such capacity for the purposes of determining the Securities Price; provided that such agent shall not be the Company or an Affiliate of the Company. The Bid Agent appointed by the Company shall initially be the Trustee.

“Board of Directors” means, as to any Person, the board of directors of such Person or any duly authorized committee thereof.

“Board Resolution” means a copy of a resolution certified by the Secretary or Assistant Secretary of a Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with GAAP, and the amount of Debt represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Settlement Averaging Period” means, with respect to any Securities, the 20 consecutive Trading-Day period beginning on and including the second Trading Day after a Holder delivers a conversion notice to the Conversion Agent.

“Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Common Equity” of any Person means capital stock of such Person that is generally entitled to (1) vote in the election of directors of such Person or (2) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

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“Common Stock” means the Company’s Common Stock, par value $1.00 per share.

“Company” means Trinity Industries, Inc. or its successors and assigns.

“Continuing Director” means a director who either was a member of the Board of Directors of the Company on June 1, 2006 or who becomes a member of the Board of Directors of the Company subsequent to that date and whose election, appointment or nomination for election by stockholders of the Company, is duly approved by a majority of the Continuing Directors on the Board of Directors of the Company at the time of such approval, either by a specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors of the Company in which such individual is named as nominee for director.

“Conversion Agent” means the office or agency appointed by the Company where Securities may be presented for conversion. The Conversion Agent appointed by the Company shall initially be the Trustee.

“Conversion Price” means the principal amount of Securities that can be exchanged for one share of Common Stock (initially $78.34 and thereafter computed by dividing $1,000 by the then applicable Conversion Rate).

“Conversion Rate” means the number of shares of Common Stock issuable in respect of $1,000 principal amount of Securities, initially 12.7648 shares, subject to adjustments as set forth herein.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Debt” means, with respect to any Person on any date of determination (without duplication):

(i) any indebtedness or obligation, (1) evidenced by a credit or loan agreement, note, bond, debenture or similar written obligation or instrument (whether or not the recourse of the lender is to the whole of the assets of such Person or to only a portion thereof) or (2) for money borrowed,

(ii) all Capitalized Lease Obligations and Attributable Debt of such Person,

(iii) all obligations under Interest Rate Agreements, Exchange Rate Contracts, treasury management agreements or similar agreements or arrangements,

(iv) the principal component of all obligations and liabilities (contingent or otherwise) of such Person with respect to letters of credit, bankers’ acceptances and similar facilities (including reimbursement obligations with respect to the foregoing),

(v) the principal component of all obligations and liabilities (contingent or otherwise) of such Person issued or assumed as the deferred purchase price of any property or services (but excluding trade accounts payable and accrued liabilities arising in the ordinary course of business),

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(vi) obligations of the type described in clauses (i) through (v) above of any third party and all dividends of any third party payment of which, in either case, such Person has assumed or guaranteed, or for which the Person first referenced above is responsible or liable, jointly or severally, as obligor, guarantor or otherwise, or that are secured by a lien on such Person’s property and

(vii) any and all renewals, extensions, modifications, replacements, restatements and refundings of, or any indebtedness or obligation issued in exchange for, any indebtedness, obligation or liability of the kinds described in clauses (i) through (vi).

The amount of any Debt of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. The amount of any Debt outstanding as of any date shall be the accreted value thereof, in the case of any Debt issued with original issue discount. The amount of any Indebtedness outstanding as of any date with respect to any Exchange Rate Contract or Interest Rate Agreement shall be the termination value thereof. Debt shall not include liabilities for taxes of any kind.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Definitive Securities” mean certificated Securities.

“Designated Senior Debt” means, with respect to the Company, obligations under any Senior Debt in which the instrument creating or evidencing such Senior Debt or the assumption or guarantee thereof (or related agreements or documents to which the Company is a party) expressly provides that such Senior Debt shall be “Designated Senior Debt” for purposes of this Indenture. The instrument, agreement or other document evidencing any Designated Senior Debt may place limitations and conditions on the right of such Senior Debt to exercise the rights of Designated Senior Debt.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company.

“Euroclear” means Euroclear Bank S.A./N.V. or any successor securities clearing agency.

“Exchange” means initially the New York Stock Exchange and from time to time thereafter the national securities exchange on which the Common Stock is primarily traded.

“Exchange Rate Contract” means, with respect to any Person, any currency swap agreement, forward exchange rate agreement, foreign currency future or option, exchange rate collar agreement, exchange rate insurance or other agreement or arrangement, or combination thereof, the principal purpose of which is to provide protection against fluctuations in currency exchange rates. An Exchange Rate Contract may also include an Interest Rate Agreement.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Fair Market Value” means the amount that a willing buyer would pay a willing seller in an arm’s length transaction.

“Fiscal Year” means the fiscal year of the Company ending on December 31 of each year, or as otherwise determined by the Board of Directors.

A “Fundamental Change” shall be deemed to have occurred at such time after the original issuance of the Securities as any of the following occurs:

(1) any “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, any Subsidiary of the Company or any employee benefit plan of the Company or any such Subsidiary, files a Schedule TO or any other schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate Beneficial Owner of Common Equity of the Company representing more than 50% of the voting power of the Company’s Common Equity;

(2) consummation of any share exchange, consolidation or merger of the Company pursuant to which the Common Stock will be converted into cash, securities or other property or any sale, lease or other transfer (in one transaction or a series of transactions) of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however, that a transaction where the holders of more than 50% of all classes of the Company’s Common Equity immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of Common Equity of the continuing or surviving corporation or transferee immediately after such event shall not be a Fundamental Change;

(3) Continuing Directors cease to constitute at least a majority of the Company’s Board of Directors;

(4) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or

(5) the Common Stock ceases to be listed on a national securities exchange or quoted on the Nasdaq National Market or another established automated over-the-counter trading market in the United States;

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provided, however, that a Fundamental Change shall not be deemed to have occurred if at least 90% of the consideration, in the transaction or transactions constituting the Fundamental Change consists of shares of common stock with full voting rights traded on a national securities exchange or quoted on the Nasdaq National Market or which shall be so traded or quoted when issued or exchanged in connection with such Fundamental Change (such securities being referred to as “ Publicly Traded Securities”) and as a result of such transaction or transactions the Securities become convertible into such Publicly Traded Securities (excluding cash payments for fractional shares).

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession as in effect from time to time.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2) entered into for purposes of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Holder” or “Securityholder” means the Person in whose name a Security is registered in the Securities Register.

“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Interest Rate Agreement” means, with respect to any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement the principal purpose of which is to protect the party indicated therein against fluctuations in interest rates.

“Issue Date” means June 7, 2006.

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“Last Reported Sale Price” of the Common Stock on any date means the closing sale price per share (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on that date as reported in the composite transactions for the principal U.S. securities exchange on which the Common Stock is traded or, if the Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the Nasdaq National Market.

If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported by the Nasdaq National Market on the relevant date, the Last Reported Sale Price shall be the last quoted bid price for the Common Stock in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization.

If the Common Stock is not so quoted, the Last Reported Sale Price shall be the average of the mid-point of the last bid and ask prices for the Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

“Market Disruption Event” means (i) a failure by the Exchange to open for trading during its regular trading session or (ii) the occurrence or existence during the one-half hour period ending on the scheduled close of trading on any trading day for the Common Stock of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock or in any options, contracts or future contracts relating to the Common Stock.

“Moody’s” means Moody’s Investors Service, Inc., or, if Moody’s Investors Service, Inc. shall cease rating debt securities having a maturity at original issuance of at least one year and such ratings business shall have been transferred to a successor Person, such successor Person; provided , however , that if there is no successor Person, then “Moody’s” shall mean any other nationally recognized rating agency, other than S&P, that rates debt securities having a maturity at original issuance of at least one year and that shall have been designated by the Company.

“Non-Recourse Debt” means Debt or that portion of Debt (i) as to which neither the Company nor its Subsidiaries (A) provides credit support (including any undertaking, agreement or instrument which would constitute Debt), (B) is directly or indirectly liable or (C) constitute the lender and (ii) in respect of which a default would not permit (upon notice, lapse of time or both) any holder of any other Debt of the Company or its Subsidiaries to declare a default on such other Debt or cause a payment thereof to be accelerated or payable prior to its Stated Maturity.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, Controller or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed by any Officers or attorneys-in-fact or by an Assistant Treasurer or an Assistant Secretary of the Company, as applicable.

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“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision hereof or any other entity.

“Preferred Stock”, as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“Prospectus” means the prospectus, dated June 1, 2006, relating to the offering by the Company of $550 million of the 3 ⁷ / ₈ % Convertible Subordinated Notes due 2036.

“Publicly Traded Securities” has the meaning provided in the definition of Fundamental Change in this Section 1.1 .

“Purchase Price” has the meaning provided in paragraph 7 of the Securities.

“Redemption Date” means, with respect to any redemption of Securities, the date of redemption with respect thereto.

“Regular Record Date” for the interest on the Securities (including Contingent Interest, if any), means May 15 (whether or not a Business Day) next preceding an interest payment date on June 1 and November 15 (whether or not a Business Day) next preceding an interest payment date on December 1.

“Representative” means the (i) indenture trustee or other trustee, agent or representative for any Senior Debt or (ii) with respect to any Senior Debt that does not have any such trustee, agent or other representative, (1) in the case of such Senior Debt issued pursuant to an agreement providing for voting arrangements as among the holders or owners of such Senior Debt, any holder or owner of such Senior Debt acting with the consent of the required Persons necessary to bind such holders or owners of such Senior Debt and (2) in the case of all other such Senior Debt, the holder or owner of such Senior Debt.

“S&P” means Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc., or, if Standard & Poor’s Ratings Service shall cease rating debt securities having a maturity at original issuance of at least one year and such ratings business shall have been transferred to a successor Person, such successor Person; provided , however, that if there is no successor Person, then “S&P” shall mean any other nationally recognized rating agency, other than Moody’s, that rates debt securities having a maturity at original issuance of at least one year and that shall have been designated by the Company.

“Sale and Lease-Back Transaction” means any arrangement with any Person providing for the leasing by the Company or its Subsidiaries of any property or assets (other than

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any such arrangement involving (i) a lease for a term, including renewal rights, of not more than 36 months, (ii) a lease of property within 18 months from the acquisition or, in the case of the construction, alteration or improvement of property, the later of the completion of the construction, alteration or improvement of such property or the commencement of commercial operation of the property, or (iii) leases between or among the Company and a Subsidiary or Subsidiaries), which property or asset has been or is to be sold or transferred by the Company or a Subsidiary to such Person.

“SEC” means the United States Securities and Exchange Commission.

“Securities” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

“Securities Custodian” means the custodian with respect to the Global Security (as appointed by DTC), or any successor Person thereto and shall initially be the Trustee.

“Securities Register” means the register of Securities, maintained by the Registrar, pursuant to Section 2.5.

“Senior Debt” means, with respect to the Company, the principal of (and premium, if any) and interest (including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, whether or not a claim for post-petition interest is allowable as a claim in any such proceeding) on, and all fees and other amounts payable in connection with, any Debt of the Company, whether absolute or contingent, secured or unsecured, due or to become due, outstanding on the date of this Indenture or thereafter created, incurred, assumed or guaranteed by the Company. Notwithstanding the foregoing, the term Senior Debt shall not include (i) the Securities, (ii) any Indebtedness, created, evidenced, assumed or guaranteed by an instrument that expressly provides that such Indebtedness shall not be senior in right of payment to the Securities or expressly provides that such Indebtedness is “ pari passu” or “junior” to the Securities, (iii) any Indebtedness of the Company to any Subsidiary of the Company or (iv) any Indebtedness of or amounts owed by the Company for trade payables or otherwise for goods or materials purchased or services obtained in the ordinary course of business.

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Stock Price” means the price per share of Common Stock paid in connection with a Fundamental Change, which shall be equal to (i) if holders of Common Stock receive only cash in such corporate transaction, the cash amount paid per share of Common Stock and (ii) in all other cases, the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date.

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“Subsidiary” of the Company means (i) a corporation a majority of whose Capital Stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by the Company, by the Company and one or more Subsidiaries of the Company or by one or more Subsidiaries of the Company or (ii) any other Person (other than a corporation) in which the Company, one or more Subsidiaries of the Company or the Company and one or more Subsidiaries of the Company, directly or indirectly, at the date of determination thereof, has greater than a 50% ownership interest.

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as in effect on the date of this Indenture, except as provided in Section 9.3 .

“Trading Day” means a day during which (i) trading in the Common Stock generally occurs, (ii) there is no Market Disruption Event and (iii) a closing sale price for the Common Stock is provided on the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Trust Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

SECTION 1.2. Other Definitions.

Term	Defined in Section
“Additional Shares”		12.2	(f)
“Adjustment Event”		12.2	(k)
“Agent”		3.4
“Agent Member”		2.9
“Authenticating Agent”		2.4
“Cash Percentage”		12.1	(e)
“Cash Percentage Notice”		12.1	(e)
“Certificate of Destruction”		2.13
“Company Notice”		11.3	(a)

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Term	Defined in Section
“Company Notice Date”		11.3	(a)
“Company Order”		2.4
“Contingent Interest”		2.1	(d)
“Conversion Date”		12.1	(b)
“cross acceleration provision”		6.1
“Daily Excess Amount”		12.1	(c)
“Daily Settlement Amount”		12.1	(c)
“Daily Conversion Value”		12.1	(c)
“Defaulted Interest”		2.14
“Determination Date”		12.2	(k)
“Effective Date”		12.2	(f)
“Event of Default”		6.1
“ex dividend date”		12.2	(a)
“Expiration Time”		12.2	(e)
“Fundamental Change Purchase Date”		11.1
“Fundamental Change Purchase Notice”		11.1	(b)
“Fundamental Change Purchase Price”		11.1
“Global Securities”		2.2	(b)
“Global Security Legend”		2.3
“Initial Dividend Rate”		12.2	(d)
“judgment default provision”		6.1
“Legal Holiday”		13.8
“Paying Agent”		2.5
“Payment Default”		6.1
“Purchase Date”		11.2	(a)
“Purchase Notice”		11.2	(a)(1)
“Reference Properties”		12.3	(a)
“Redemption Price”		5.1
“Registrar”		2.5
“Settlement Amount”		12.1	(c)
“Special Interest Payment Date”		2.14	(a)
“Special Record Date”		2.14	(a)
“Spin-Off”		12.2	(c)
“Successor Company”		4.1

SECTION 1.3. Incorporation by Reference of Trust Indenture Act.

This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

“Commission” means the SEC.

“indenture securities” mean the Securities.

“indenture security holder” means a Securityholder.

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“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.4. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP; and

(7) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater.

ARTICLE II

The Securities

SECTION 2.1. Title and Terms.

(a) The Securities shall be known and designated as the “3⁷/₈ % Convertible Subordinated Notes due 2036” of the Company. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $500.0 million, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.8 , 2.9 , 2.10 , 2.12 , 2.13 , 5.8 , 9.5 , 11.3 or 12.1 . The Securities shall be issuable in denominations of $1,000 or integral multiples thereof.

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(b) The Securities shall mature on June 1, 2036.

(c) Interest shall accrue at the rate specified in paragraph 1 of the Securities from, and including, June 7, 2006 until the principal thereof is paid or made available for payment. Interest shall be payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2006.

(d) In addition, interest, if any (“Contingent Interest”), will accrue on each Security during any six-month period from June 1 to and including November 30 and from December 1 to and including May 31, as appropriate, commencing with the six-month period beginning June 1, 2018, if the Average Securities Price for the Applicable Five Trading Day Period with respect to such interest period equals 120% or more of $1,000 principal amount of Securities. The amount of Contingent Interest payable per $1,000 principal amount of Securities in respect of any interest period shall equal 0.375% of the average Securities Price for the Applicable Five Day Trading Period with respect to such interest period. Contingent Interest, if any, will accrue from, and including, June 1 or December 1, as applicable, through November 30 or May 31, as applicable, and will be payable on the next succeeding December 1 or June 1 interest payment date, as the case may be. Contingent Interest will be paid to the person in whose name a Security is registered at the close of business on May 15 or November 15, as the case may be, immediately preceding the relevant interest payment date on which Contingent Interest is payable. All payments of Contingent Interest shall be made in cash.

Upon determination that Holders will be entitled to receive Contingent Interest during an interest period, on or prior to the first day of such interest period, the Company shall notify the Trustee and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing such information with respect to the payment of Contingent Interest or publish such information on its web site or through such other public medium as the Company may use at that time.

(e) A Holder of any Security at the close of business on a Regular Record Date shall, except as otherwise provided in this Section 2.1(e) , be entitled to receive interest (including Contingent Interest, if any), on such Security on the corresponding interest payment date. Holders of Securities at the close of business on a Regular Record Date will receive payment of interest (including any Contingent Interest) payable on the corresponding interest payment date notwithstanding the conversion of such Securities at any time after 5:00 p.m., New York City time, on such Regular Record Date. Securities surrendered for conversion during the period from 5:00 p.m., New York City time, on any Regular Record Date to 9:00 a.m., New York City time, on the immediately following interest payment date (except for (i) Securities in respect of which a Redemption Date has been declared that falls within this period or on such interest payment date, (ii) Securities in respect of which a Fundamental Change Purchase Date has been established that falls within this period or on such interest payment date, (iii) Securities in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding the final interest payment date, or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to a Security) must be accompanied by payment of an amount equal to the interest (including any Contingent Interest) that the Holder is to receive on the Securities. Except where Securities surrendered for conversion must be accompanied by payment as described above, no interest or

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Contingent Interest on converted Securities will be payable by the Company on any interest payment date subsequent to the date of conversion. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest in respect of a Security (w) if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date, (x) if the Company establishes a Fundamental Change Purchase Date during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date that falls within this period or on such interest payment day and such Holder converts its Security prior to the Fundamental Change Purchase Date, (y) in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding the final interest payment date or (z) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to a Security.

(f) Principal of and interest (including Contingent Interest, if any), on, any Global Security registered in the name of the Depository Trust Company, its nominee or its or their successor and assign, or such other depository institution appointed by the Company, shall be payable to such registered Holder in immediately available funds.

(g) Principal on Definitive Securities shall be payable in immediately available funds or, at the option of the Company, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in the City of New York, initially the corporate trust office of the Trustee and its agency in New York, New York. Interest (including Contingent Interest, if any), on Definitive Securities will be payable (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant Record Date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.

(h) The Securities shall be redeemable at the option of the Company as provided in Article V.

(i) The Securities shall be repurchaseable by the Company at the option of Holders as provided in Article XI.

(j) The Securities shall be convertible at the option of the Holders as provided in Article XII.

(k) The Securities are subordinated in right of payment to the Senior Debt, as provided in Article X.

SECTION 2.2. Form of Securities.

(a) Except as otherwise provided pursuant to this Section 2.2, the Securities are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3 . The Securities are not issuable in bearer form. The terms and provisions contained in the form of Security shall

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constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Securities may be listed or designated for issuance, or to conform to usage.

(b) The Securities are being offered and sold by the Company pursuant to an underwriting agreement. The Securities offered and sold, as provided in such underwriting agreement, shall be issued initially in the form of one or more global Securities in fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each a “Global Security” and collectively the “Global Securities”). Each Global Security shall be duly executed by the Company and authenticated and delivered by the Trustee, and shall be registered in the name of DTC or its nominee and retained by the Trustee, as Custodian, at its corporate trust office, for credit to the accounts of the Agent Members holding the Securities evidenced thereby. The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and of DTC or its nominee, as hereinafter provided.

(c) Definitive Securities may be exchanged for interests in Global Securities pursuant to Section 2.9.

SECTION 2.3. Legends.

(a) Global Security Legend

Each Global Security shall also bear the following legend (the “Global Security Legend”) on the face thereof:

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE 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 GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF

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OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”

(b) Legend for Definitive Securities

Definitive Securities, in addition to the legend set forth in Section 2.3(a)(1), will also bear a legend substantially in the following form:

“THIS SECURITY WILL NOT BE ACCEPTED IN EXCHANGE FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY UNLESS THE HOLDER OF THIS SECURITY, SUBSEQUENT TO SUCH EXCHANGE, WILL HOLD NO SECURITIES.”

SECTION 2.4. Execution and Authentication.

One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and issued under this Indenture. A Security shall be dated the date of its authentication.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a written order of the Company signed by an Officer or by an Assistant Treasurer or an Assistant Secretary of the Company (the “ Company Order”) for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $500.0 million outstanding, except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the same class pursuant to Section 2.8 , 2.9 , 2.10 , 2.12 , 2.13 , 5.8 , 9.5 , 11.3 or 12.1 . All Securities issued on the Issue Date shall be identical in all respects other than issue dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, subject to Section 2.12 , all Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities will have the right to vote or consent as a separate class on any matter.

The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Initially, the Trustee will act as Authenticating Agent. Any such instrument shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

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In case the Company, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.4 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

SECTION 2.5. Registrar and Paying Agent.

The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”). The Company shall cause each of the Registrar and the Paying Agent to maintain an office or agency in the Borough of Manhattan, The City of New York. The Registrar shall keep a register of the Securities and of their transfer and exchange (the “Securities Register”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar.

The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7 . The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent for the Securities. The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying

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Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

SECTION 2.6. Paying Agent To Hold Money in Trust.

By no later than 10:00 a.m., New York City time, on the date on which any principal of or interest (including Contingent Interest, if any), on any Security is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal or interest (including Contingent Interest, if any), when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Securityholders or the Trustee all money held by such Paying Agent for the payment of principal of or interest (including Contingent Interest, if any), on the Securities and shall notify the Trustee in writing of any default by the Company in making any such payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.6 , the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities.

SECTION 2.7. Securityholder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, and the Company, on its own behalf, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders and the Company shall otherwise comply with TIA § 312(a).

SECTION 2.8. General Provisions Relating to Transfer and Exchange.

The Securities are issuable only in registered form. A Holder may transfer a Security only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Securities Register. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent) and that ownership of a beneficial interest in the Global Security shall be required to be reflected in a book-entry.

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When Securities are presented to the Registrar with a request to register the transfer or to exchange them for an equal aggregate principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Securities are duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). Subject to Section 2.4 , to permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges in connection with which a Security is issued to a Person other than the Holder submitting the Security for exchange).

Neither the Company nor the Registrar shall be required to exchange or register a transfer of any Securities:

(a) for a period of 15 days prior to the mailing of a notice of redemption of Securities selected for redemption under Article V ;

(b) so selected for redemption or, if a portion of any Security is selected for redemption, the portion thereof selected for redemption; or

(c) surrendered for conversion or, if a portion of any Security is surrendered for conversion, the portion thereof surrendered for conversion.

Each Holder of a Security agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between beneficial owners of any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.9. Book-Entry Provisions for the Global Securities.

(a) The Global Securities initially shall:

(i) be registered in the name of DTC (or a nominee thereof);

(ii) be delivered to the Trustee as custodian for DTC; and

(iii) bear the Global Security Legend set forth in Section 2.3(a).

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Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by DTC, or the Trustee as its custodian, or under such Global Security, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing contained herein shall prevent the Company, the Trustee or any agent of the Company or Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and the Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security. With respect to any Global Security deposited on behalf of the subscribers for the Securities represented thereby with the Trustee as custodian for DTC for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Clearstream, the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to the Global Securities.

(b) The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

(c) A Global Security may not be transferred, in whole or in part, to any Person other than DTC (or a nominee thereof), and no such transfer to any such other Person may be registered. Beneficial interests in a Global Security may be transferred in accordance with the rules and procedures of DTC and the provisions of Section 2.10 .

(d) If at any time:

(i) DTC notifies the Company in writing that it is unwilling or unable to continue to act as depositary for the Global Securities and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such notice;

(ii) DTC ceases to be registered as a “clearing agency” under the Exchange Act and a successor depositary for the Global Securities is not appointed by the Company within 90 days of such cessation;

(iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Securities under this Indenture in exchange for all or any part of the Securities represented by a Global Security or Global Securities, subject to the procedures of DTC; or

(iv) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC for the issuance of Definitive Securities in exchange for such Global Security or Global Securities;

DTC shall surrender such Global Security or Global Securities to the Trustee for cancellation and the Company shall execute, and the Trustee, upon receipt of an Officers’ Certificate and Company Order for the authentication and delivery of Securities, shall authenticate and deliver in

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exchange for such Global Security or Global Securities, Definitive Securities in an aggregate principal amount equal to the aggregate principal amount of such Global Security or Global Securities. Such Definitive Securities shall be registered in such names as DTC shall identify in writing as the beneficial owners of the Securities represented by such Global Security or Global Securities (or any nominee thereof).

(e) Notwithstanding the foregoing, in connection with any transfer of beneficial interests in a Global Security to the beneficial owners thereof pursuant to Section 2.9(d) , the Registrar shall reflect on its books and records the date and a decrease in the principal amount of such Global Security in an amount equal to the principal amount of the beneficial interests in such Global Security to be transferred.

SECTION 2.10. Mutilated, Destroyed, Lost or Stolen Securities.

If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Security is replaced, and, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section 2.10, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) in connection therewith.

Every new Security issued pursuant to this Section 2.10 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

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The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.11. Outstanding Securities.

Securities outstanding at any time are all Securities authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section 2.11 as not outstanding. A Security does not cease to be outstanding in the event the Company or a Subsidiary of the Company holds the Security, provided, however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions of Section 13.6 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Securities are present at a meeting of Holders of Securities for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Securities which a Trust Officer of the Trustee actually knows to be held by the Company or an Affiliate of the Company shall not be considered outstanding.

If a Security is replaced or paid pursuant to Section 2.10, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.12. Temporary Securities.

In the event that Definitive Securities are to be issued under the terms of this Indenture, until such Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Securities. After the preparation of Definitive Securities, the temporary Securities shall be exchangeable for Definitive Securities upon surrender of the temporary Securities at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Securities representing an equal principal amount of Securities. Until so exchanged, the Holder of temporary Securities shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Securities.

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SECTION 2.13. Cancellation.

The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Securities in accordance with its internal policies and customary procedures including delivery of a certificate (a “Certificate of Destruction”) describing such Securities disposed (subject to the record retention requirements of the Exchange Act) or deliver canceled Securities to the Company pursuant to written direction by an Officer. The Company may not issue new Securities to replace Securities it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange.

At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, transferred, redeemed, repurchased or canceled, such Global Security shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, transferred in exchange for an interest in another Global Security, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

SECTION 2.14. Payment of Interest; Defaulted Interest.

Interest (including any Contingent Interest) on any Security which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Security (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such payment at the office or agency of the Company maintained for such purpose pursuant to Section 2.5 .

Any interest (including any Contingent Interest) on any Security which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the Regular Record Date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest (including any Contingent Interest) at the rate borne by the Securities (such defaulted interest (including any Contingent Interest) and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective predecessor Securities) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date (not less than 30 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of

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money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 13.2 , not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Securities (or their respective predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.14, each Security delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest (including any Contingent Interest) accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 2.15. Computation of Interest.

Interest (including any Contingent Interest) on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 2.16. CUSIP and ISIN Numbers.

The Company in issuing the Securities may use “CUSIP” and “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption as a convenience to Holders; provided, however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such CUSIP or ISIN numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP and ISIN numbers.

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ARTICLE III

Covenants

SECTION 3.1. Payment of Securities.

The Company shall promptly pay the principal of and interest (including Contingent Interest, if any), on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest (including any Contingent Interest), shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture immediately available funds sufficient to pay all principal and interest (including any Contingent Interest), then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Securityholders on that date pursuant to the terms of this Indenture.

The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest (including any Contingent Interest), payments hereunder. If the Company pays withholding taxes on behalf of a Holder as a result of an adjustment to the Conversion Rate, the Company may, at its option, set off such payment against payments of cash and shares of Common Stock on the Securities.

SECTION 3.2. Maintenance of Office or Agency.

The Company will maintain in The City of New York, an office or agency where the Securities may be presented or surrendered for payment, where, if applicable, the Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The agency of the Trustee (the “Agent”) currently located in The City of New York shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Agent of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

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SECTION 3.3. Corporate Existence.

Except as otherwise provided in Article IV and Section 11.2(b), the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Significant Subsidiary or the respective corporate, partnership, limited liability company or other existences of each member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company and the rights (charter and statutory), licenses and franchises of the Company and each Significant Subsidiary or each member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company; provided, however, that the Company shall not be required to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of any Significant Subsidiary or the respective corporate, partnership, limited liability company or other existences of each member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the Holders; provided, further, that the Company shall not be required to preserve any such right, license or franchise or the corporate, partnership, limited liability company or other existence of a Subsidiary that is neither a Significant Subsidiary nor a member of any group of Subsidiaries that taken together would constitute a Significant Subsidiary of the Company.

SECTION 3.4. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (ii) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a material liability or lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being maintained in accordance with GAAP or where the failure to effect such payment will not be disadvantageous to the Holders.

SECTION 3.5. Payments for Consent.

Neither the Company nor any of its Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fees or otherwise, to any Holder of any Securities for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid or is paid to all Holders of the Securities that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

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SECTION 3.6. Compliance Certificate.

The Company shall deliver to the Trustee within 120 days after the end of each Fiscal Year of the Company, beginning with the Fiscal Year ending December 31, 2006 an Officers’ Certificate, one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company, stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. The Company also shall comply with TIA § 314(a)(4).

SECTION 3.7. Further Instruments and Acts.

Upon request of the Trustee, the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.8. Statement by Officers as to Default.

The Company shall deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default, its status and the action which the Company proposes to take with respect thereto.

SECTION 3.9. Tax Treatment.

The Company agrees, and by acceptance of beneficial ownership interest in the Securities each beneficial holder of Securities will be deemed to have agreed, for United States federal income tax purposes (1) to treat the Securities as indebtedness that is subject to Treas. Reg. Sec. 1.1275-4 (the “Contingent Payment Regulations”) and, for purposes of the Contingent Payment Regulations, to treat any cash and the fair market value of stock beneficially received by a beneficial holder upon any conversion of the Securities as a contingent payment and (2) to be bound by the Company’s determination of the “comparable yield” and “projected payment schedule,” within the meaning of the Contingent Payment Regulations, with respect to the Securities. A Holder of Securities may obtain the amount of original issue discount, issue date, yield to maturity, comparable yield and projected payment schedule by submitting a written request for it to the Company at the following address: 2525 Stemmons Freeway, Dallas, Texas 75207-2401, Attn: S. Theis Rice; provided , that neither the Company nor any beneficial holder shall be required to treat the Securities, or to report income from the Securities, for United States federal income tax purposes in a manner that is contrary to applicable legal requirements or applicable published positions of the Internal Revenue Service.

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SECTION 3.10. Delivery of Certain Information.

The Company will deliver to the Trustee within fifteen (15) days after the filing of the same with the SEC, copies of the quarterly and annual reports and of the information, documents and other reports, if any, which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and shall otherwise comply with the requirements of TIA § 314(a); provided that (i) any failure by the Company to comply with this provision shall not constitute a Default or Event of Default and (ii) only the Trustee may institute a legal proceeding against the Company to enforce such delivery obligation.

ARTICLE IV

Successor Company

SECTION 4.1. Consolidation, Merger and Sale of Assets.

The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, another Person, unless:

(i) the resulting, surviving or transferee Person (the “Successor Company”) if not the Company shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(iii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture.

For purposes of this Section 4.1, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company; provided , that in no event shall any Sale and Leaseback Transaction entered into in the ordinary course of business be deemed to constitute the transfer of all or substantially all of the properties and assets of the Company.

The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, but, in the case of a lease of all or substantially all its assets, the Company will not be released from the obligation to pay the principal of and interest (including Contingent Interest, if any), on the Securities.

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ARTICLE V

Redemption of Securities

SECTION 5.1. Optional Redemption.

The Securities may be redeemed, as a whole or from time to time in part, subject to the conditions and at the redemption price (the “Redemption Price”), which shall be payable in cash, specified in paragraph 6 of the form of Securities set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest (including Contingent Interest, if any), to the Redemption Date.

SECTION 5.2. Applicability of Article.

Redemption of Securities at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article V .

SECTION 5.3. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities pursuant to Section 5.1 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company, the Company shall, upon not later than the earlier of the date that is 45 days prior to the Redemption Date fixed by the Company or the date on which notice is given to the Holders (except as provided in Section 5.5 or unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to Section 5.4 . Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect.

SECTION 5.4. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities are to be redeemed at any time pursuant to an optional redemption, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the outstanding Securities not previously called for redemption, by lot, or on a pro rata basis or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements) and which may provide for the selection for redemption of portions of the principal of the Securities; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Security not redeemed to less than $1,000.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

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If any Securities selected for partial redemption are thereafter surrendered for conversion in part before termination of the conversion right with respect to the portion of the Securities so selected, the converted portion of such Securities shall be deemed (so far as may be), solely for purposes of determining the aggregate principal amount of Securities to be redeemed by the Company, to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. Nothing in this Section 5.4 shall affect the right of any Holder to convert any Securities pursuant to Article XII before the termination of the conversion right with respect thereto.

SECTION 5.5. Notice of Redemption.

Notice of redemption shall be given in the manner provided for in Section 13.2 and at the Company’s expense not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed. At the Company’s expense, the Trustee shall give notice of redemption in the Company’s name; provided, however, that the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such notice at the Company’s expense and setting forth the information to be stated in such notice as provided in the following items.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the redemption price and the amount of accrued interest (including Contingent Interest, if any), to the Redemption Date payable as provided in Section 5.7 , if any,

(3) the then current Conversion Rate, a statement that the Securities called for redemption may be converted at any time before the close of business on the second Trading Day prior to the Redemption Date, and that Holders who wish to convert Securities must comply with the procedures in paragraph 8 of the Securities,

(4) if less than all outstanding Securities are to be redeemed, the identification of the particular Securities (or portion thereof) to be redeemed, as well as the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption,

(5) in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,

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(6) that on the Redemption Date the redemption price (and accrued interest, if any, (including Contingent Interest, if any), to the Redemption Date payable as provided in Section 5.7 ) will become due and payable upon each such Security, or the portion thereof, to be redeemed, and, unless the Company defaults in making the redemption payment, that interest (including Contingent Interest, if any), on Securities called for redemption (or the portion thereof) will cease to accrue on and after said date,

(7) the place or places where such Securities are to be surrendered for payment of the redemption price and accrued interest, if any, and any Contingent Interest,

(8) the name and address of the Paying Agent and the Conversion Agent,

(9) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price,

(10) the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Securities, and

(11) the paragraph of the Securities pursuant to which the Securities are to be redeemed.

SECTION 5.6. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 2.6 ) an amount of money sufficient to pay the redemption price of, and accrued interest (including any Contingent Interest), on, all the Securities which are to be redeemed on that date other than Securities or portions of Securities called for redemption that are beneficially owned by the Company and have been delivered by the Company to the Trustee for cancellation.

SECTION 5.7. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the redemption price therein specified (together with accrued and unpaid interest, if any, and any Contingent Interest, to but excluding the Redemption Date), and from and after such date (unless the Company shall default in the payment of the redemption price and accrued and unpaid interest (including Contingent Interest, if any)) such Securities shall cease to bear interest or Contingent Interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the redemption price, together with accrued interest, if any, any Contingent Interest, to the Redemption Date (subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant interest payment date).

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If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest (including Contingent Interest, if any), from the Redemption Date at the rate borne by the Securities.

SECTION 5.8. Securities Redeemed in Part.

Any Security which is to be redeemed only in part (pursuant to the provisions of this Article V) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 3.2 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of such Security at the expense of the Company, a new Security or Securities, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered, provided that each such new Security will be in a principal amount of $1,000 or integral multiple thereof.

ARTICLE VI

Defaults and Remedies

SECTION 6.1. Events of Default.

Each of the following is an “Event of Default”:

(1) default in any payment of interest, including any Contingent Interest on any Security, when the same becomes due and payable, and such default continues for a period of 30 days;

(2) default in the payment of the principal of any Security when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(3) failure by the Company to comply with its obligation to convert the Securities into cash or a combination of cash and Common Stock, as applicable, upon exercise of a Holder’s conversion right and such failure continues for a period of ten calendar days;

(4) failure by the Company to comply with any of its obligations under Article IV;

(5) the Company defaults in the performance of or a breach by the Company of any other covenant or agreement in this Indenture or under the Securities (other than those referred to in (1), (2), (3) or (4) above or any other covenant or agreement of this Indenture that expressly provides that a violation of such covenant or agreement shall not constitute an Event of Default) and such default continues for 60 days after the notice specified below;

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(6) there is a default under any mortgage, agreement or other instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Debt for money borrowed by the Company or any of its Subsidiaries (other than Non-Recourse Debt of the Company or any Subsidiary), whether such Debt now exists, or is created after the date of this Indenture, which default

(A) is caused by a failure to pay principal of, or interest or premium, if any, on such Debt prior to the expiration of the grace period provided in such Debt (“Payment Default”) or

(B) results in the acceleration of such Debt prior to its maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more or its foreign currency equivalent at the time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or such Subsidiary;

(7) failure by the Company to issue a Company Notice of a Fundamental Change in accordance with the terms of Section 11.1 and Section 11.3.

(8) the Company pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case or proceeding;

(B) consents to the entry of judgment, decree or order for relief against it in an involuntary case or proceeding;

(C) consents to the appointment of a Custodian of it or for any substantial part of its property; or

(D) makes a general assignment for the benefit of its creditors;

(E) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it;

(F) takes any corporate action to authorize or effect any of the foregoing; or

(G) takes any comparable action under any foreign laws relating to insolvency; or

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(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company in an involuntary case;

(B) appoints a Custodian of the Company for all or substantially all of the Company’s property;

(C) orders the winding up or liquidation of the Company; and in each case the order or decree or relief remains unstayed and in effect for 90 days; or

(10) there has been entered in a court of competent jurisdiction a final judgment for the payment of $50.0 million or more rendered against the Company or any Subsidiary, which judgment is not covered by insurance (other than with respect to customary deductibles) or not discharged, bonded or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished (“judgment default provision”).

The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

Notwithstanding the foregoing, a Default under clause (5) of this Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of 25% or more in principal amount of the outstanding Securities notify the Company of the Default in writing and the Company does not cure such Default within the time specified in clause (5) of this Section 6.1 after receipt of such notice. A violation of Section 3.10 or any other covenant or agreement in this Indenture that expressly provides that a violation of such covenant or agreement shall not constitute an Event of Default may only be enforced by the Trustee or such other Person specified in such covenant or agreement by instituting a legal proceeding against the Company for enforcement of such covenant or agreement.

The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Default or Event of Default under clauses (3), (4), (5), (6), (7), (8), (9) or (10) of this Section 6.1 , which such notice shall contain the status thereof and a description of the action being taken or proposed to be taken by the Company in respect thereof.

SECTION 6.2. Acceleration.

If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in outstanding principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest, if any, (including Contingent Interest, if any), on all the Securities to be due and payable; provided that upon an Event of Default of a type set forth in Clause 8 or Clause 9 of Section 6.1 , the Trustee shall be deemed to have made such declaration. Upon such an actual or deemed declaration, such principal, premium, if any, and accrued and unpaid interest (including Contingent Interest, if any), shall be due and payable immediately.

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SECTION 6.3. Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest (including Contingent Interest, if any), on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.4. Waiver of Past Defaults.

The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may (a) waive, by their consent (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities), an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest (including Contingent Interest, if any), on a Security or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be amended without the consent of each Securityholder affected and (b) rescind any such acceleration with respect to the Securities and its consequences if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the nonpayment of the principal of and interest (including Contingent Interest, if any), on the Securities that have become due solely by such declaration of acceleration, have been cured or waived. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

SECTION 6.5. Control by Majority.

The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Sections 7.1 and 7.2 , that the Trustee determines is unduly prejudicial to the rights of other Securityholders or would involve the Trustee in personal liability; provided, however , that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.6. Limitation on Suits.

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Subject to Section 6.7, a Securityholder may not pursue any remedy with respect to this Indenture or the Securities unless:

(1) such Holder has previously given to the Trustee written notice stating that an Event of Default is continuing;

(2) Holders of at least 25% in principal amount of the outstanding Securities have requested that the Trustee pursue the remedy;

(3) such Holders have offered to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request during such 60-day period.

A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.

SECTION 6.7. Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.6), the right of any Holder to receive payment of principal of or interest (including Contingent Interest, if any), on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, 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 Holder.

SECTION 6.8. Collection Suit by Trustee.

If an Event of Default specified in clauses (1) or (2) of Section 6.1 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest (including any Contingent Interest) to the extent lawful) and the amounts provided for in Section 7.7 .

SECTION 6.9. Trustee May File Proofs of Claim.

The 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 Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Securityholders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter, and may vote on behalf of the Holders in any

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election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7 .

SECTION 6.10. Priorities.

If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest (including Contingent Interest, if any), ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

THIRD: to the Company.

The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Securities.

ARTICLE VII

Trustee

SECTION 7.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against loss, liability or expense.

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(b) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates, opinions or orders which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.1;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 .

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.1 .

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and to the provisions of the TIA.

(i) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(j) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

SECTION 7.2. Rights of Trustee.

Subject to Section 7.1:

(a) The Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance under covenants or other obligations of the Company.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers, unless the Trustee’s conduct constitutes willful misconduct or negligence.

(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) resulting from actions taken in good faith and which the Trustee believes to be authorized or within its rights or powers, unless the Trustee’s conduct constitutes willful misconduct or negligence.

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(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at its designated corporate trust office, and such notice references the Securities and this Indenture.

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(i) The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

SECTION 7.3. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11 . In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest, (ii) apply to the SEC for permission to continue acting as Trustee or (iii) resign.

SECTION 7.4. Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Securities, shall not be accountable for the Company’s use of the proceeds from the Securities, shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee and shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.

SECTION 7.5. Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if a Trust Officer of the Trustee has actual knowledge thereof, the Trustee shall, within 90 days after such Default occurs, mail by first class mail (a) to each Securityholder at the address set forth in the Securities Register, (b) to such Holders as have, within the two years preceding the date of such mailing, filed their names and addresses with the Trustee for that purpose, and (c) as otherwise required by TIA § 313(c). Except in the case of a Default or Event of Default in payment of principal of or interest (including Contingent Interest, if any), on any Security (including payments pursuant to the optional redemption or required repurchase provisions of such Security, if any), the Trustee may withhold the notice if and so long as its board of directors, a committee of its board of directors or a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Securityholders.

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SECTION 7.6. Reports by Trustee to Holders.

As promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, and in any event prior to November 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of such May 15 that complies with TIA § 313(a), if required by such TIA § 313(a). The Trustee also shall comply with TIA § 313(b). The Trustee shall transmit by mail all reports required by TIA § 313(c) in accordance with the requirements set forth in TIA § 313(c).

A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify promptly the Trustee in writing whenever the Securities become listed on any stock exchange and of any delisting thereof.

SECTION 7.7. Compensation and Indemnity.

The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, costs of preparing and reviewing reports, certificates and other documents, costs of preparation and mailing of notices to Securityholders and reasonable costs of counsel retained by the Trustee in connection with the delivery of an Opinion of Counsel or otherwise, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts related to this Indenture. The Company shall indemnify the Trustee against any and all loss, liability, damages, claims or expense (including reasonable attorneys’ fees and expenses) incurred by it without negligence or bad faith on its part in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture (including this Section 7.7 ) and of defending itself against any claims (whether asserted by any Securityholder or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel (subject to the approval of the Company not to be unreasonably withheld or delayed) and the Company shall pay the reasonable fees and expenses of such counsel, provided that the Company shall not be required to pay such fees and expenses if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The Company’s payment obligations pursuant to this Section 7.7 shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in clauses (8) and (9) of Section 6.1 with respect to the Company, the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

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SECTION 7.8. Replacement of Trustee.

The Trustee may resign at any time upon 60 days’ prior written notice to the Company. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged bankrupt or insolvent;

(3) a receiver or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7 .

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in principal amount of the Securities may petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in TIA § 310(b), any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

SECTION 7.9. Successor Trustee by Merger.

If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

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In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion.

SECTION 7.10. Eligibility; Disqualification.

The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however , that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11. Preferential Collection of Claims Against Company.

The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION 7.12. Trustee’s Application for Instruction from the Company.

Any application by the Trustee for written instructions from the Company may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE VIII

Discharge of Indenture

SECTION 8.1. Discharge of Liability on Securities.

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When (1) the Company shall deliver to the Registrar for cancellation all Securities theretofore authenticated (other than any Securities which have been destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Securities not theretofore canceled or delivered to the Registrar for cancellation shall have (a) been deposited for conversion and the Company shall deliver to the Holders cash or cash and shares of Common Stock, in each case, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation or (b) become due and payable on the Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as applicable, and the Company shall deposit with the Trustee cash or cash and shares of Common Stock (solely to satisfy outstanding conversions, if applicable), as applicable, sufficient to pay all amounts owing in respect of all Securities (other than any Securities which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Securities shall have been authenticated and delivered) not theretofore canceled or delivered to the Registrar for cancellation, including the principal amount and interest (including Contingent Interest, if any), accrued and unpaid to such Stated Maturity, Purchase Date, Fundamental Change Purchase Date or Redemption Date, as the case may be, and if in either case (1) or (2) the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then the Indenture with respect to the Securities shall cease to be of further effect (except as to (i) remaining rights of registration of transfer, substitution and exchange and conversion of Securities; (ii) rights hereunder of Holders to receive payments of the amounts then due, including interest (including Contingent Interest, if any), with respect to the Securities and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee; and (iii) the rights, obligations and immunities of the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar under the Indenture with respect to the Securities). On, or after, such time, the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging the Indenture with respect to the Securities; the Company, however, hereby agrees to reimburse the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any costs or expenses thereafter reasonably and properly incurred by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar and to compensate the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar for any services thereafter reasonably and properly rendered by the Trustee, Authenticating Agent, Paying Agent, Conversion Agent and Registrar in connection with the Indenture with respect to the Securities or the Securities.

SECTION 8.2. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money to the Holders entitled thereto by reason of any order or judgment of any court of governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture with respect to the Securities and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to apply all such money in accordance with the

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Indenture and the Securities to the Holders entitled thereto; provided, however, that if the Company makes any payment of principal amount of or interest (including Contingent Interest, if any), on any Securities following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money held by the Trustee or Paying Agent.

SECTION 8.3. Officers’ Certificate; Opinion of Counsel.

Upon any application or demand by the Company to the Trustee to take any action under Section 8.1, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with, and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Each certificate or Opinion of Counsel provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant pursuant to the previous paragraph shall include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based; (3) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to compliance with such covenant or condition; and (4) a statement as to whether or not, in the opinion of such Person, there is compliance with such condition or covenant.

ARTICLE IX

Amendments

SECTION 9.1. Without Consent of Holders.

The Company and the Trustee may amend this Indenture or the Securities without notice to or consent of any Securityholder:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to comply with Article IV in respect of the assumption by a Successor Company of an obligation of the Company under this Indenture;

(3) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;

(4) to add Guarantees with respect to the Securities;

(5) to secure the Securities;

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(6) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; or

(7) to make any change that does not materially adversely affect the rights of any Holder, provided that any amendment to conform the terms of the Securities to the description contained in the prospectus filed with the registration statement pursuant to which this Indenture has been qualified and any supplemental prospectus thereto relating to the Securities shall be deemed not to be adverse to any Security holder.

After an amendment under this Section 9.1 becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1 .

SECTION 9.2. With Consent of Holders.

The Company and the Trustee may amend this Indenture or the Securities without notice to any Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities) and compliance with the provisions of this Indenture may be waived with the written consent of the Holders of at least a majority in principal amount of the Securities then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Securities). However, without the consent of each Securityholder affected, an amendment or waiver may not:

(1) reduce the amount of Securities whose Holders must consent to an amendment of the Indenture or to waive any past Default or Event of Default;

(2) reduce the rate of or extend the stated time for payment of interest, including Contingent Interest, on any Security;

(3) reduce the principal of or extend the Stated Maturity of any Security;

(4) make any change that impairs or adversely affects the conversion rights of any Securities;

(5) reduce the redemption price, the Fundamental Change Purchase Price, the Purchase Price payable upon the redemption or repurchase of any Security or amend or modify in any manner adverse to holders of the Securities the Company’s obligation to make such payments, whether through an amendment to or waiver of Article V , Article IX , a definition or otherwise;

(6) make any Security payable in money other than that stated in the Security (it being understood that all references to cash in this Indenture and the Securities are to U.S. legal tender);

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(7) impair the right of any Holder to receive payment of principal of and interest (including Contingent Interest, if any), on such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities; or

(8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions.

It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of the Securities given in connection with a tender or exchange of such Holder’s Securities will not be rendered invalid by such tender or exchange.

After an amendment under this Section 9.2 becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.2 .

SECTION 9.3. Compliance with Trust Indenture Act.

Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect.

SECTION 9.4. Revocation and Effect of Consents and Waivers.

A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective or otherwise in accordance with any related solicitation documents. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.1 or 9.2 , as applicable.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall become valid or effective more than 120 days after such record date.

SECTION 9.5. Notation on or Exchange of Securities.

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If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

SECTION 9.6. Trustee To Sign Amendments.

The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Sections 7.1 and 7.2 ) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture and that such amendment is the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to customary exceptions and complies with the provisions hereof (including Section 9.3 ).

ARTICLE X

Subordination

SECTION 10.1. Agreement of Subordination.

The Company covenants and agrees, and each Holder by its acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article X ; and each Person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof, accepts and agrees to be bound by such provisions.

The payment of the principal of and Interest (including Contingent Interest, if any) on all Securities (including, but not limited to, the Redemption Price and the Fundamental Change Purchase Date with respect to the Securities subject to redemption or repurchase in accordance with Articles V and XI , respectively, and the payment of any cash upon conversion in accordance with Article XII ) issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full in cash or other payment satisfactory to the holders of Senior Debt of all Senior Debt, whether outstanding at the date of this Indenture or thereafter incurred.

No provision of this Article X shall prevent the occurrence of any Default or Event of Default hereunder.

SECTION 10.2. Payments to Holders.

No payment shall be made with respect to the principal of or interest (including Contingent Interest, if any) on the Securities (including, but not limited to, the Redemption Price and the Fundamental Change Purchase Date with respect to the Securities subject to redemption or purchase in accordance with Articles V and XI , respectively, and any payment of cash upon conversion in accordance with Article XII), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 10.5 , if:

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(a) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt); or

(b) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Trust Officer of the Trustee receives at the corporate trust office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Designated Senior Debt.

Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Securities may begin until both (i) 365 consecutive days have elapsed since the effectiveness of the first Payment Blockage Notice and (ii) all scheduled payments of principal and interest with respect to the Securities that are due have been paid in full in cash. No default that existed or was continuing on the date of delivery of any Payment Blockage Notice with respect to the Designated Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Designated Senior Debt, unless the Non-Payment Default shall have been cured or waived for a period of not less than 90 consecutive days.

The Company may and shall resume payments on and distributions in respect of the Securities upon:

(1) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist or the Senior Debt shall have been discharged or paid in full, or

(2) in the case of a Non-Payment Default, the earlier of the date on which such default is cured or waived or ceases to exist, in each case as and to the extent permitted under the documentation for the Designated Senior Debt or the Designated Senior Debt shall have been discharged or paid in full, or the 179 ^th day after the date on which the applicable Payment Blockage Notice is received, in each case, unless the maturity of the Designated Senior Debt has been accelerated or this Article X otherwise prohibits the payment or distribution at the time of such payment or distribution.

Upon any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company (whether voluntary or involuntary) or in bankruptcy, insolvency, receivership or similar proceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities is made on account of

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the principal of or Interest (including Contingent Interest, if any) on, or with respect to the conversion of, the Securities (except, to the extent required by applicable law, payments made pursuant to Article VIII from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee would be entitled, except for the provision of this Article X , shall (except as aforesaid) be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Securities or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Securities or to the Trustee.

For purposes of this Article X, the words, “cash, property or securities” shall not be deemed to include shares of Capital Stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article X with respect to the Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new corporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance, transfer or lease of all or substantially all its property to another corporation upon the terms and conditions provided for in Article IV shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 10.2 if such other corporation shall, as a part of such consolidation, merger, conveyance, transfer or lease, comply with the conditions stated in Article IV .

If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt or their Representatives of such acceleration. The Company shall not pay the Securities until five days after the holders or Representatives for the holders of Senior Debt receive notice of the acceleration and after which the Company shall pay the Securities only if this Article X otherwise permits payment at that time.

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In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the

foregoing, shall be received by the Trustee or the Holders of the Securities before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

Nothing in this Section 10.2 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.10 and Section 7.7 . This Section 10.2 shall be subject to the further provisions of Section 10.5 .

SECTION 10.3. Subrogation of Securities.

Subject to the payment in full, in cash or other payment satisfactory to the holders of Senior Debt, of all Senior Debt, the rights of the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article X (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to other indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Debt until the principal of and Interest on the Securities shall be paid in full in cash or other payment satisfactory to the Holders of Securities; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article X , and no payment over pursuant to the provisions of this Article X , to or for the benefit of the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as between the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Debt; and no payment or distribution of cash, property or securities to or for the benefit of the Holders of the Securities pursuant to the subrogation provisions of this Article X , which would otherwise have been paid to the holders of Senior Debt shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article X are and are intended solely for the purposes of defining the relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Debt, on the other hand.

Nothing contained in this Article X or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than the holders of Senior Debt, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and Interest (including Contingent Interest, if any) on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Debt.

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Upon any payment or distribution of assets of the Company referred to in this Article X, the Trustee, subject to the provisions of Section 7.1 , and the Holders of the Securities shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon and all other facts pertinent thereto or to this Article X .

SECTION 10.4. Authorization to Effect Subordination.

Each Holder of a Security by the Holder’s acceptance thereof authorizes and directs the Trustee on the Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article X and appoints the Trustee to act as the Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 10.3 hereof at least 30 days before the expiration of the time to file such claim, the holders of any Senior Debt or their representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Securities.

SECTION 10.5. Notice to Trustee.

The Company shall give prompt written notice in the form of an Officers’ Certificate to a Trust Officer of the Trustee and to any Paying Agent of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee or any Paying Agent in respect of the Securities pursuant to the provisions of this Article X . Notwithstanding the provisions of this Article X or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect of the Securities pursuant to the provisions of this Article X , unless and until a Trust Officer of the Trustee shall have received written notice thereof at the applicable corporate trust office from the Company (in the form of an Officers’ Certificate) or a Representative or a Holder or Holders of Senior Debt or from any trustee thereof; and before the receipt of any such written notice, the Trustee, subject to the provisions of Section 7.1 , shall be entitled in all respects to assume that no such facts exist; provided that, if on a date not less than two Business Days prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of or Interest on any Security) the Trustee shall not have received, with respect to such monies, the notice provided for in this Section 10.5 , then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. Notwithstanding anything in this Article X to the contrary, nothing shall prevent any payment by the Trustee to the Holders of monies deposited with it pursuant to Article VIII , and any such payment shall not be subject to the provisions of this Article X.

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The Trustee, subject to the provisions of Section 7.1, shall be entitled to rely on the delivery to it of a written notice by a Representative or a person representing himself to be a holder of Senior Debt (or a trustee on behalf of such holder) to establish that such notice has been given by a Representative or a holder of Senior Debt. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article X , the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article X , and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 10.6. Trustee’s Relation to Senior Debt.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article X in respect of any Senior Debt at any time held by it, to the same extent as any other holder of Senior Debt, and nothing in Section 7.11 or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder.

With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article X , and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and, subject to the provisions of Section 7.1 , the Trustee shall not be liable to any holder of Senior Debt if it shall pay over or deliver to Holders of Securities, the Company or any other Person money or assets to which any holder of Senior Debt shall be entitled by virtue of this Article X or otherwise.

SECTION 10.7. No Impairment of Subordination.

No right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof with which any such holder may have or otherwise be charged.

SECTION 10.8. Certain Conversions Not Deemed Payment.

For the purposes of this Article X only, the issuance and delivery of Common Stock and the payment of cash in lieu of fractional shares of such Common Stock upon conversion of a Security in accordance with Article XII shall not be deemed to constitute a payment or distribution on account of the principal of or Interest on such Security. Nothing contained in this Article X or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors other than holders of Senior Debt and the Holders, the right, which is absolute and unconditional, of the Holder of any Security to convert such Security in accordance with Article XII.

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SECTION 10.9. Article Applicable to Payment Agents.

If at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided , however, that the first paragraph of Section 10.10 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 10.10. Senior Debt Entitled to Rely.

The holders of Senior Debt (including, without limitation, Designated Senior Debt) shall have the right to rely upon this Article X , and no amendment or modification of the provisions contained herein shall diminish the rights of such holders unless such holders shall have agreed in writing thereto.

ARTICLE XI

Purchase at Option of Holder Upon a Fundamental Change; Repurchase at the Option of Holders

SECTION 11.1. Purchase at the Option of the Holder Upon a Fundamental Change.

If a Fundamental Change shall occur at any time, each Holder shall have the right, at such Holder’s option, to require the Company to purchase any or all of such Holder’s Securities on a date, of the Company’s choosing that is not less than 20 nor more than 35 Business Days after the date of the Company Notice of the occurrence of such Fundamental Change (subject to extension to comply with applicable law, as provided in Section 11.3(d) ) (the “Fundamental Change Purchase Date”). The Securities shall be repurchased in integral multiples of $1,000 of the principal amount. The Company shall purchase such Securities at a price (the “ Fundamental Change Purchase Price”), which shall be paid in cash, equal to 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, including Contingent Interest, if any, to but excluding the Fundamental Change Purchase Date (unless the Fundamental Change Purchase Date is between a Regular Record Date and the interest payment date to which it relates, in which case such accrued and unpaid interest will be paid to the Holder as of such Regular Record Date).

(a) Notice of Fundamental Change. The Company, or at its request (which must be received by the Paying Agent at least three Business Days (or such lesser period as agreed to by the Paying Agent) prior to the date the Paying Agent is requested to give such notice as described below), the Paying Agent in the name of and at the expense of the Company, shall mail to all Holders and the Trustee a Company Notice of the occurrence of a Fundamental

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Change and of the purchase right arising as a result thereof, including the information required by Section 11.3(a) hereof, on or before the 20th day after the occurrence of such Fundamental Change. The Company shall promptly furnish to the Paying Agent a copy of such Company Notice.

(b) Exercise of Option. For a Security to be so purchased at the option of the Holder, the Paying Agent must receive such Security duly endorsed for transfer, together with a written notice of purchase (a “ Fundamental Change Purchase Notice”) and the form entitled “Form of Fundamental Change Purchase Notice” on the reverse thereof duly completed, on or before the Fundamental Change Purchase Date. The Fundamental Change Purchase Notice shall state:

(1) if certificated, the certificate numbers of the Securities which the Holder shall deliver to be purchased;

(2) the portion of the principal amount of the Securities which the Holder shall deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof; and

(3) that such Securities shall be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Indenture.

(c) Procedures. The Company shall purchase from a Holder, pursuant to this Section 11.1, Securities if the principal amount of such Securities is $1,000 or a multiple of $1,000 if so requested by such Holder.

Any purchase by the Company contemplated pursuant to the provisions of this Section 11.1 shall be consummated by the delivery of the Fundamental Change Purchase Price to be received by the Holder promptly following the later of the Fundamental Change Purchase Date or the time of book-entry transfer or delivery of the Securities.

Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 11.1 shall have the right at any time prior to the close of business on the Business Day prior to the Fundamental Change Purchase Date to withdraw such Fundamental Change Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.3(b) .

The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

On or before 10:00 a.m. (New York City time) on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Fundamental Change Purchase Price of the Securities to be purchased pursuant to this Section 11.1 . Payment by the Paying Agent of the Fundamental Change Purchase Price for such Securities shall be made promptly following the later of the

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Fundamental Change Purchase Date or the time of book-entry transfer or delivery of such Securities. Subject to Section 12.2 herein and paragraph 8 of the Securities, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Fundamental Change Purchase Date. If the Paying Agent holds, in accordance with the terms of this Indenture, cash sufficient to pay the Fundamental Change Purchase Price of such Securities on the Business Day immediately following the Fundamental Change Purchase Date, then, on and after such date, such Securities shall cease to be outstanding and interest (including Contingent Interest, if any), on such Securities shall cease to accrue, whether or not book-entry transfer of such Securities is made or such Securities are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid interest (including Contingent Interest, if any), upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law.

The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Fundamental Change Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash delivered to the Trustee.

SECTION 11.2. Purchase of Securities at the Option of the Holder.

(a) On June 1, 2018 (the “Purchase Date”), at a Purchase Price, which shall be paid in cash, equal to 100% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, including any Contingent Interest, to but excluding the Purchase Date (unless the Purchase Date is between a Regular Record Date and the interest payment date to which it relates, in which case such accrued and unpaid interest will be paid to the Holder as of such Regular Record Date), a Holder shall have the option to require the Company to purchase all or a portion of the outstanding Securities held by such Holder, upon:

(1) delivery to the Paying Agent by the Holder of a written notice of purchase (a “Purchase Notice”) at any time from the opening of business on the date that is 20 Business Days prior to a Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, stating:

(i) if certificated, the certificate numbers of the Securities which the Holder will deliver to be purchased, or, if not certificated, the Purchase Notice must comply with appropriate DTC procedures;

(ii) the portion of the principal amount of the Securities which the Holder will deliver to be purchased, which portion must be $1,000 in principal amount or an integral multiple thereof;

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(iii) that such Securities shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in paragraph 7 of the Securities and in this Indenture; and

(2) delivery or book-entry transfer of such Securities to the Paying Agent prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall be so paid pursuant to this Section 11.2 only if the Securities so delivered or transferred to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice.

(b) The Company shall purchase from a Holder, pursuant to this Section 11.2, Securities if the principal amount of such Securities is $1,000 or a multiple of $1,000 if so requested by such Holder.

(c) Any purchase by the Company contemplated pursuant to the provisions of this Section 11.2 shall be consummated by the delivery of the Purchase Price to be received by the Holder promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of the Securities.

(d) Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 11.2 shall have the right at any time prior to the close of business on the Business Day prior to the Purchase Date to withdraw such Purchase Notice (in whole or in part) by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.3(b) .

(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Purchase Notice or written notice of withdrawal thereof.

(f) On or before 10:00 a.m. (New York City time) on the Purchase Date, the Company shall deposit with the Paying Agent (or if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust) cash sufficient to pay the aggregate Purchase Price of the Securities to be purchased pursuant to this Section 11.2 . Payment by the Paying Agent of the Purchase Price for such Securities shall be made promptly following the later of the Purchase Date or the time of book-entry transfer or delivery of such Securities. Subject to Section 12.2 herein and paragraph 8 of the Securities, no payment or adjustment shall be made for dividends on the Common Stock the record date for which occurred on or prior to the Purchase Date. If the Paying Agent holds, in accordance with the terms of the Indenture, cash sufficient to pay the Purchase Price of such Securities on the Purchase Date, then, on and after such date, such Securities shall cease to be outstanding and interest (including any Contingent Interest), on such Securities shall cease to accrue, whether or not book-entry transfer of such Securities is made or such Securities are delivered to the Paying Agent, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price and previously accrued interest (including any Contingent Interest), upon delivery or transfer of the Securities). Nothing herein shall preclude any withholding tax required by law.

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(g) The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash held by the Paying Agent for the payment of the Purchase Price and shall notify the Trustee of any default by the Company in making any such payment. If the Company or an Affiliate of the Company acts as Paying Agent, it shall segregate the cash held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to deliver all cash held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon doing so, the Paying Agent shall have no further liability for the cash delivered to the Trustee.

SECTION 11.3. Further Conditions and Procedures for Purchase at the Option of the Holder Upon a Fundamental Change and Purchase of Securities at the Option of the Holder .

(a) Notice of Purchase Date or Fundamental Change. The Company shall send notices (each, a “Company Notice”) to the Holders (and to beneficial owners as required by applicable law) at their addresses shown in the Securities Register maintained by the Registrar, and delivered to the Trustee and Paying Agent, not less than 25 Business Days prior to the Purchase Date, or on or before the 20th day after the occurrence of the Fundamental Change, as the case may be (each such date of delivery, a “ Company Notice Date”). Each Company Notice shall include a form of Purchase Notice or Fundamental Change Purchase Notice to be completed by a Holder and shall state:

(1) the applicable Purchase Price or Fundamental Change Purchase Price, excluding accrued and unpaid interest, and any Contingent Interest, Conversion Rate at the time of such notice and any expected adjustments to the Conversion Rate and, to the extent known at the time of such notice, the amount of interest (including any Contingent Interest), if any, that will be payable with respect to the Securities on the applicable Purchase Date or Fundamental Change Purchase Date;

(2) the applicable Purchase Date or Fundamental Change Purchase Date and the last date on which a Holder may exercise its repurchase rights under Section 11.1 or 11.2 , as applicable;

(3) the name and address of the Paying Agent and the Conversion Agent;

(4) that Securities must be surrendered to the Paying Agent to collect payment of the Purchase Price or Fundamental Change Purchase Price;

(5) that Securities as to which a Purchase Notice or Fundamental Change Purchase Notice has been given may be converted only if the applicable Purchase Notice or Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture;

(6) that the Purchase Price or Fundamental Change Purchase Price for any Securities as to which a Purchase Notice or a Fundamental Change Purchase Notice, as applicable, has been given and not withdrawn shall be paid by the Paying Agent

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promptly following the later of the Purchase Date or Fundamental Change Purchase Date, as applicable, or the time of book-entry transfer or delivery of such Securities;

(7) the procedures the Holder must follow under Sections 11.1 or 11.2, as applicable, and Section 11.3;

(8) briefly, the conversion rights of the Securities including, if applicable, the applicable Conversion Rate and any adjustments to the applicable Conversion Rate;

(9) that, unless the Company defaults in making payment of such Purchase Price or Fundamental Change Purchase Price on Securities covered by any Purchase Notice or Fundamental Change Purchase Notice, as applicable, interest (including any Contingent Interest), will cease to accrue on and after the Purchase Date or Fundamental Change Purchase Date, as applicable;

(10) the CUSIP or ISIN number of the Securities;

(11) the procedures for withdrawing a Purchase Notice or Fundamental Change Purchase Notice; and

(12) in the case of a Company Notice pursuant to Section 11.1, the events causing a Fundamental Change and the date of the Fundamental Change.

Simultaneously with providing such Company Notice, the Company will publish a notice containing the information in such Company Notice in a newspaper of general circulation in The City of New York or publish such information on its then existing website or through such other public medium as it may use at the time.

(b) Effect of Purchase Notice or Fundamental Change Purchase Notice; Effect of Event of Default. Upon receipt by the Company of the Purchase Notice or Fundamental Change Purchase Notice specified in Section 11.2(a) or Section 11.1(b) , as applicable, the Holder of the Securities in respect of which such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, was given shall (unless such Purchase Notice or Fundamental Change Purchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Purchase Price or Fundamental Change Purchase Price with respect to such Securities. Such Purchase Price or Fundamental Change Purchase Price shall be paid by the Paying Agent to such Holder promptly following the later of (x) the Purchase Date or the Fundamental Change Purchase Date, as the case may be, with respect to such Securities (provided the conditions in Section 11.2(a) or Section 11.1(b) , as applicable, have been satisfied) and (y) the time of delivery or book-entry transfer of such Securities to the Paying Agent by the Holder thereof in the manner required by Section 11.2(a) or Section 11.1(b) , as applicable. Securities in respect of which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been given by the Holder thereof may not be converted on or after the date of the delivery of such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, unless such Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has first been validly withdrawn as specified in the following two paragraphs.

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A Purchase Notice or Fundamental Change Purchase Notice, as the case may be, may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to 5:00 p.m., New York City time, on the Business Day prior to the Purchase Date or the Fundamental Change Purchase Date, as the case may be, to which it relates specifying:

(1) the principal amount of the Securities with respect to which such notice of withdrawal is being submitted;

(2) if certificated, the certificate number of the Securities in respect of which such notice of withdrawal is being submitted, or, if not certificated, the written notice of withdrawal must comply with appropriate DTC procedures; and

(3) the principal amount, if any, of such Securities which remains subject to the original Purchase Notice or Fundamental Change Purchase Notice, as the case may be, and which has been or shall be delivered for purchase by the Company.

There shall be no purchase of any Securities pursuant to Section 11.2 or Section 11.1, if an Event of Default has occurred and is continuing (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be). The Paying Agent shall promptly return to the respective Holders thereof any Securities (x) with respect to which a Purchase Notice or Fundamental Change Purchase Notice, as the case may be, has been withdrawn in compliance with this Indenture, or (y) held by it during the continuance of an Event of Default (other than a default that is cured by the payment of the Purchase Price or Fundamental Change Purchase Price, as the case may be) in which case, upon such return, the Purchase Notice or Fundamental Change Purchase Notice with respect thereto shall be deemed to have been withdrawn.

(c) Securities Purchased in Part. Any Securities that are to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder of such Securities, without service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Securities so surrendered which is not purchased or redeemed.

(d) Covenant to Comply with Securities Laws Upon Purchase of Securities. In connection with any offer to purchase Securities under Section 11.2 or Section 11.1 , the Company shall, to the extent applicable, (a) comply with Rules 13e-4 and 14e-1 (and any successor provisions thereto) and any other tender offer rule, in each case under the Exchange Act, if applicable; (b) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, if applicable; and (c) otherwise comply with all applicable federal and state securities laws so as to permit the rights and obligations under Section 11.2 or Section 11.1 to be exercised in the time and in the manner specified in Section 11.2 or Section 11.1 .

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(e) Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash or property that remains unclaimed as provided in paragraph 10 of the Securities, together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any, held by them for the payment of a Purchase Price or Fundamental Change Purchase Price, as the case may be; provided, however, that to the extent that the aggregate amount of cash or property deposited by the Company pursuant to Section 11.2(f) or Section 11.1(c) , as applicable, exceeds the aggregate Purchase Price or Fundamental Change Purchase Price, as the case may be, of the Securities or portions thereof which the Company is obligated to purchase as of the Purchase Date or Fundamental Change Purchase Date, as the case may be, then promptly on and after the Business Day following the Purchase Date or Fundamental Change Purchase Date, as the case may be, the Trustee and the Paying Agent shall return any such excess to the Company together with interest that the Trustee or Paying Agent, as the case may be, has agreed to pay, if any.

(f) Officers’ Certificate. At least five Business Days before the Company Notice Date, the Company shall deliver an Officers’ Certificate to the Trustee specifying whether the Company desires the Trustee to give the Company Notice required by Section 11.3(a) herein; provided, however, that, in all cases, the text of the Company Notice shall be prepared by the Company.

(g) Company’s Determination Final and Binding. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Securities for repurchase shall be determined by the Company in good faith, whose determination shall be final and binding absent manifest error.

ARTICLE XII

Conversion

SECTION 12.1. Conversion of Securities.

(a) Right to Convert. A Holder may convert its Securities at any time during which the conditions stated in paragraph 8 of the Securities are met. The Company will determine at the beginning of each fiscal quarter commencing at any time after September 30, 2006 (through the fiscal year ending March 31, 2036), whether the Securities are convertible pursuant to paragraph 8(a) of the Securities and notify the Trustee thereof. Whenever the Securities shall become convertible upon one or more of the conditions stated in paragraph 8 of the Securities being met, the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such convertibility in the manner provided in Section 13.2 , and the Company shall also publicly announce such information by publication on the Company’s website or through such other public medium as it may use at such time. Any notice so given shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

A Holder converting its Securities must follow the procedures set forth in paragraph 8 of the Securities. A Holder may convert a portion of the principal amount of Securities if the portion is $1,000 or a multiple of $1,000.

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The cash payable, and the number of shares of Common Stock issuable, if any, upon conversion of a Security shall be determined as set forth in Section 12.1(c) .

(b) Conversion Procedures. To convert Securities, a Holder must satisfy the requirements in paragraph 8 of the Securities. The date on which the Holder satisfies all those requirements is the “Conversion Date”.

On conversion of Securities, any accrued and unpaid interest with respect to the converted Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash, or a combination of cash and the Common Stock (together with the cash payment, if any, in lieu of fractional shares), in exchange for the Securities being converted pursuant to the provisions hereof, and the cash and the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of any shares of Common Stock (together with any such cash payment in lieu of fractional shares) shall be treated as issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date, and the balance, if any, of such cash and such Fair Market Value (determined as aforesaid) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of a Security (w) if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date, (x) if the Company establishes a Fundamental Change Purchase Date during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date that falls within this period or on such interest payment day and such Holder converts its Security prior to close of business on the second Trading Day prior to the Fundamental Change Purchase Date, (y) in respect of which a Conversion Notice was received after 5:00 p.m., New York City time, on the Record Date immediately preceding the final interest payment date or (z) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to a Security

If a Holder converts more than one Security at the same time, the cash and number of shares of Common Stock issuable upon the conversion, if any, shall be based on the total principal amount of the Securities converted.

Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in principal amount to the unconverted portion of the Security surrendered.

If the last day on which Securities may be converted is a legal holiday in a place where a Conversion Agent is located, the Securities may be surrendered to that Conversion Agent on the next succeeding day that it is not a legal holiday.

(c) Payment Upon Conversion. Upon any conversion of Securities, the Company will deliver to converting Holders in respect of each $1,000 principal amount of Securities being converted a “Settlement Amount” equal to the sum of the Daily Settlement Amount for each of the 20 consecutive Trading Days during the Cash Settlement Averaging Period.

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“Daily Settlement Amount”, for each of the 20 consecutive Trading Days during the Cash Settlement Averaging Period, shall consist of:

(i) cash equal to the lesser of $50 and the Daily Conversion Value; and

(ii) to the extent the Daily Conversion Value exceeds $50, a number of shares equal to, (A) the difference between the Daily Conversion Value and $50 (the “Daily Excess Amount”), divided by (B) the Last Reported Sale Price of the Common Stock for such day (or the consideration into which the Common Stock has been converted in connection with transactions to which Section 12.3 is applicable); provided that the Company may, pay all or portion of such Daily Excess Amount in cash pursuant to clause (d) and (e) below.

“Daily Conversion Value” means, for each of the 20 consecutive Trading Days during the Cash Settlement Averaging Period, one-twentieth (1/20) of the product of (1) the applicable Conversion Rate and (2) the Last Reported Sale Price of the Common Stock (or the consideration into which the Common Stock has been converted in connection with transactions to which Section 12.3 is applicable) on such day. For the purposes of determining the Daily Conversion Value the following provisions shall apply: (i) if the Applicable Consideration includes securities for which the price can be determined in a manner contemplated by the definition of “Last Reported Sale Price,” then the value of such securities shall be determined in accordance with the principles set forth in such definition; (ii) if the Applicable Consideration includes other property (other than securities as to which clause (i) applies or cash), then the value of such property shall be the fair market value of such property as determined by the Company’s Board of Directors in good faith; and (iii) if the Applicable Consideration includes cash, then the value of such cash shall be the amount thereof.

The Settlement Amount will be delivered to converting Holders on the third Business Day immediately following the last day of the Cash Settlement Averaging Period.

(d) Cash Payments in Lieu of Fractional Shares. The Company shall not issue a fractional share of Common Stock upon conversion of Securities. Instead the Company shall deliver cash for the current market value of the fractional share. The current market value of a fractional share shall be determined to the nearest 1/10,000th of a share by multiplying the Last Reported Sale Price of a full share of Common Stock on the Trading Day immediately preceding the Conversion Date by the fractional amount and rounding the product to the nearest whole cent.

(e) Optional Cash Payments in Lieu of Shares. The Company may elect to reduce the number of shares of Common Stock that it shall issue upon conversion of the Securities by specifying a percentage of the Daily Excess Amount that will be settled in cash (the “Cash Percentage”), no later than by the close of business on the day prior to the first Trading Day of the applicable Cash Settlement Averaging Period, and the Company will notify the Holder of such Cash Percentage by notifying the Trustee (such notice, the “Cash Percentage

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Notice”). If the Company elects to specify a Cash Percentage, the amount of cash that it shall deliver in lieu of shares in respect of each Trading Day in the applicable Cash Settlement Averaging Period shall equal the product of (i) the Cash Percentage and (ii) the Daily Excess Amount for such Trading Day. The number of shares of Common Stock deliverable in respect of each Trading Day in the applicable Cash Settlement Averaging Period shall equal (i) the product of (1) 100% minus the Cash Percentage and (2) the Daily Excess Amount for such Trading Day, divided by (ii) the Last Reported Sale Price of the Common Stock (or the consideration into which such Common Stock has been converted in connection with transactions to which Section 12.3 is applicable) for such day. If the Company does not specify a Cash Percentage by the close of business on the Trading Day immediately preceding the start of the applicable Cash Settlement Averaging Period (including by timely revoking a Cash Percentage Notice as set forth below), the Cash Percentage shall be deemed to be zero. To the extent the Cash Percentage is less than 100%, the Company shall, in addition to any amounts payable pursuant to this Clause (e), deliver cash in lieu of any fractional shares of Common Stock in accordance with Cause (d) above. The Company may, at its option, revoke any Cash Percentage Notice by notifying the Trustee no later than by the close of business on the Trading Day immediately preceding the start of the applicable Cash Settlement Averaging Period.

(f) Taxes on Conversion. If a Holder converts Securities, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder’s name. The Conversion Agent may refuse to deliver the certificates representing the Common Stock being issued in a name other than the Holder’s name until the Conversion Agent receives a sum sufficient to pay any tax which shall be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any withholding of tax required by law.

(g) Certain Covenants of the Company. The Company shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Stock or shares of Common Stock held in treasury, sufficient number of shares of Common Stock, free of preemptive rights, to permit the conversion of the Securities.

All shares of Common Stock delivered upon conversion of the Securities shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

The Company shall endeavor promptly to comply with all federal and state securities laws regulating the order and delivery of shares of Common Stock upon the conversion of Securities, if any, and shall cause to have listed or quoted all such shares of Common Stock on each U.S. national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.

Before taking any action which would cause an adjustment increasing the Conversion Rate to an amount that would cause the Conversion Price to be reduced below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Securities, the Company will take all corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Rate.

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SECTION 12.2. Adjustments to Conversion Rate.

The Conversion Rate shall be adjusted from time to time by the Company as follows (provided that in no event will adjustments to the Conversion Rate solely by reason of clauses (d) or (f) below result in a Conversion Rate that exceeds 17.2325 shares per $1,000 principal amount of Securities, subject to adjustment in the same manner as the Conversion Rate is adjusted pursuant to clauses (a), (b), (c) and (e) below):

(a) If the Company issues shares of Common Stock as a dividend or distribution on shares of the Common Stock, or effects a share split or share combination, the Conversion Rate will be adjusted based on the following formula:

where,

CR0	=	the Conversion Rate in effect immediately prior to the ex-dividend date for such dividend or distribution, or the effective date of such share split or share combination, as the case may be
CR’	=	the Conversion Rate in effect immediately after the ex-dividend date for such dividend or distribution, or the effective date of such share split or share combination, as the case may be
OS0	=	the number of shares of Common Stock outstanding immediately prior to such dividend or distribution, or the effective date of such share split or share combination, as the case may be, and
OS’	=	the number of shares of Common Stock outstanding immediately after the such dividend or distribution, or the effective date of such share split or share combination, as the case may be.

Such adjustment shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. The Company will not pay any dividend or make any distribution on shares of Common Stock held in treasury by the Company. If any dividend or distribution of the type described in this Section 12.2(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

As used in this Section 12.2, “ex-dividend date” means the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance or distribution in question.

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(b) If the Company issues to all or substantially all holders of its Common Stock any rights or warrants entitling them for a period of not more than 60 calendar days from the record date of such distribution to subscribe for or purchase shares of Common Stock, at a price per share less than the Last Reported Sale Price of Common Stock on the Business Day immediately preceding the date of announcement of such issuance, the Conversion Rate will be adjusted based on the following formula (provided that the Conversion Rate will be readjusted to the extent that such rights or warrants are not exercised prior to their expiration):

where,

CR0	=	the Conversion Rate in effect immediately prior to announcement of such issuance
CR’	=	the Conversion Rate in effect immediately after announcement of such issuance
OS0	=	the number of shares of Common Stock outstanding immediately prior to announcement of such issuance
X	=	the total number of shares of Common Stock issuable pursuant to such rights or warrants, and
Y	=	the number of shares of Common Stock equal to the aggregate price payable to exercise such rights divided by the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the ex-dividend for the issuance of such rights or warrants.

Such adjustment shall be successively made whenever any such rights or warrants are issued and shall become effective immediately after 9:00 a.m., New York City time, on the Business Day following the date fixed for such determination. The Company shall not issue any such rights, options or warrants in respect of shares of Common Stock held in treasury by the Company. To the extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of shares of Common Stock actually delivered. If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed.

In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.

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(c) If the Company distributes shares of Capital Stock, evidences of its indebtedness or other assets or property of the Company to all or substantially all holders of the Common Stock, excluding:

(i) dividends or distributions and rights or warrants referred to in clause (a) or (b) above;

(ii) dividends or distributions paid exclusively in cash; and

(iii) any Spin-Off to which the provisions set forth below in this clause (c) shall apply;

then the Conversion Rate will be adjusted based on the following formula:

where,

CR0	=	the Conversion Rate in effect immediately prior to the ex-dividend date for such distribution
CR’	=	the Conversion Rate in effect immediately after the ex-dividend date for such distribution
SP0	=	the average of the Last Reported Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Business Day immediately preceding the ex-dividend date for such distribution; and
FMV	=	the fair market value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock on the ex-dividend Date for such distribution.

Such adjustment shall become effective immediately prior to 9:00 a.m., New York City time, on the Business Day following the date fixed for the determination of stockholders entitled to receive such distribution.

With respect to an adjustment pursuant to this clause (c) where there has been a payment of a dividend or other distribution on the Common Stock or shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a “Spin-Off”) the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the tenth Trading Day immediately following, and including, the effective date of the spin-off will be increased based on the following formula:

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where,

CR0	=	the Conversion Rate in effect immediately prior to the tenth Trading Day immediately following, and including, the effective date of the spin-off
CR’	=	the Conversion Rate in effect immediately after the tenth Trading Day immediately following, and including, the effective date of the spin-off
FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off, and
MP0	=	the average of the Last Reported Sale Prices of Common Stock over the first 10 consecutive Trading Day period after the effective date of the Spin-Off.

Such adjustment shall occur on the tenth Trading Day from, and including, the effective date of the Spin-Off. As a result, any conversion within the ten Trading Days following the effective date of any Spin-Off will be deemed not to have occurred until the end of the ten-Trading Day period.

(d) If any cash dividend or distribution is made to all or substantially all holders of Common Stock during any quarterly fiscal period other than regular quarterly cash dividends that do not exceed $0.09 per share (appropriately adjusted from time to time in a manner inversely proportional to the adjustments of the Conversion Rate) (the “ Initial Dividend Rate”), the Conversion Rate will be adjusted based on the following formula:

where,

CR0	=	the Conversion Rate in effect immediately prior to the ex-dividend date for such distribution
CR’	=	the Conversion Rate in effect immediately after the ex-dividend date for such distribution
SP0	=	the Last Reported Sale Prices of the Common Stock on the Trading Day immediately preceding the ex-dividend date for such distribution, and
C	=	the amount in cash per share the Company distributes to holders of Common Stock in excess of the Initial Dividend Threshold, in the case of a regular quarterly dividend, or, in the case of any other dividend or distribution, the full amount of such dividend or distribution.

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Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the record date for such dividend or distribution; provided that if such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Stock, if the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Last Reported Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such last date, the “Expiration Time”), the Conversion Rate will be increased based on the following formula:

where,

CR0	=	the Conversion Rate in effect on the day immediately following the date such tender or exchange offer expires
CR’	=	the Conversion Rate in effect on the second day immediately following the date such tender or exchange offer expires
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer
OS0	=	the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires
OS’	=	the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires
SP’	=	the average of the Last Reported Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on the Trading Day next succeeding the date such tender or exchange offer expires.

If the Company is obligated to purchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.

If, however, the application of the foregoing formulas (other than the formula set forth in clause (a) would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made.

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Except as stated herein, the Company will not adjust the Conversion Rate for the issuance of shares of Common Stock or any securities convertible into or exchangeable for shares of Common Stock or the right to purchase shares of Common Stock or such convertible or exchangeable securities.

(f) If a Securityholder elects to exchange its notes in connection with a specified corporate transaction pursuant to paragraph 8 of the Securities that occurs prior to June 1, 2018, and the corporate transaction also constitutes a Fundamental Change, the Conversion Rate shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below during the period from and including the effective date of the Fundamental Change to and including the Trading Day prior to the related Fundamental Change Purchase Date, provided that if the Stock Price is greater than $180.00 or less than $58.03 (subject in each case to adjustment as described below), the number of Additional Shares shall be zero. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Fundamental Change will be deemed to have occurred in connection with such Fundamental Change notwithstanding the fact that a Security may then be convertible because another condition to conversion has been satisfied.

The Company shall provide notice of the occurrence of a Fundamental Change having such effect no later than 25 calendar days prior to the anticipated Effective Date (or if only determinable subsequent to such date, then as promptly as can be determined subsequent to such 25 ^th calendar day)

The number of Additional Shares will be determined by reference to the table attached as Schedule A hereto, based on the date on which such Fundamental Change occurs or becomes effective (the “Effective Date”) and the Stock Price with respect to such Fundamental Change; provided that if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year.

The Stock Prices set forth in the first row of the table in Schedule A hereto and set forth in the first paragraph of this Section 12.2(f) will be adjusted as of any date on which the Conversion Rate of the Securities is adjusted pursuant to this Section 12.2 . The adjusted Stock Prices will equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares will be adjusted in the same manner as the Conversion Rate as set forth in this Section 12.2 .

(g) Notwithstanding the foregoing provisions of this Section 12.2, no adjustment shall be made thereunder, nor shall an adjustment be made to the ability of Holders of a Security to convert, for any distribution described therein if the Holders will otherwise participate in the distribution without conversion of the Securities.

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(h) The Company may (but is not required to) make such increases in the Conversion Rate, in addition to those required by clauses (a) through (f) of this Section 12.2 as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or any similar event treated as such for income tax purposes.

To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for any period of at least 20 days if the Board of Directors shall have made a determination that such increase would be in the best interests of the Company, which determination shall be conclusive.

(i) No adjustment to the Conversion Rate need be made:

(1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in shares of Common Stock under any plan;

(2) upon the issuance of any shares of Common Stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries;

(3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security not described in (ii) above and outstanding as of the date the Securities were first issued;

(4) for a change in the par value of the Common Stock; or

(5) for accrued and unpaid interest (including any Contingent Interest).

To the extent the Securities become convertible into cash, assets or property, no adjustment shall be made thereafter as to the cash, assets or property. Interest shall not accrue on such cash, assets or property.

(j) All calculations under this Article XII shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. The Company will not be required to make an adjustment in the Conversion Rate unless the adjustment would require a change of at least 1% in the Conversion Rate. However, the Company will carry forward any adjustments that are less than 1% of the Conversion Rate and make such carried forward adjustments, regardless of whether aggregate adjustment is less than 1% within one year of the first such adjustment carried forward, upon redemption, upon a Fundamental Change or upon the Stated Maturity.

(k) Whenever the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth

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a brief statement of the facts requiring such adjustment. Unless and until a Trust Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Security at his last address appearing on the Securities Register provided for in Section 2.5 of this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(l) Any case in which this Section 12.2 provides that an adjustment shall become effective immediately after (1) a record date or Stock Record Date for an event, (2) the date fixed for the determination of stockholders entitled to receive a dividend or distribution pursuant to Section 12.2(a) , (3) a date fixed for the determination of stockholders entitled to receive rights or warrants pursuant to Section 12.2(b) or (4) the Expiration Time for any tender or exchange offer pursuant to Section 12.2(e) , (each a “Determination Date”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) issuing to the holder of any Security converted after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such holder any amount in cash in lieu of any fraction pursuant to Section 12.1 . For purposes of this Section 12.2(l) , the term “Adjustment Event” shall mean:

(i) in any case referred to in clause (a) hereof, the occurrence of such event,

(ii) in any case referred to in clause (b) hereof, the date any such dividend or distribution is paid or made,

(iii) in any case referred to in clause (c) hereof, the date of expiration of such rights or warrants, and

(iv) in any case referred to in clause (d) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

(m) For purposes of this Section 12.2, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

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SECTION 12.3. Effect of Reclassification, Consolidation, Merger or Sale.

(a) If any of the following events occur: (i) any reclassification or change of the outstanding shares of Common Stock (other than a subdivision or combination to which Section 12.2(c) applies), (ii) any consolidation, merger, binding share exchange or combination of the Company with another Person, or (iii) any sale or conveyance of all or substantially all of the properties and assets of the Company to any other Person in each case as a result of which holders of Common Stock shall be entitled to receive cash, securities or other property with respect to or in exchange for such Common Stock, then the Company or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture) providing that each Security shall be convertible into : (i) cash up to the aggregate principal amount thereof; and (ii) in lieu of Common Stock otherwise deliverable, the same type (in the same proportions) of consideration received by holders of Common Stock in the relevant event (the “Reference Property”), subject to our right to deliver cash in lieu of all or a portion of the Reference Property in accordance with applicable procedures set forth in Section 12.1 . For purposes of the foregoing, the type and amount of consideration that a holder of Common Stock would have been entitled to in the case of reclassifications, consolidations, mergers, sales or transfers of assets or other transactions that cause Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of shareholder election) will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make such an election. Such supplemental indenture shall provide for provisions and adjustments which shall be as nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article XII and Article XI and the definition of Fundamental Change, as appropriate, as determined in good faith by the Company (which determination shall be conclusive and binding), to make such provisions apply to such other Person if different from the original issuer of the Securities.

(b) The Company shall cause notice of the execution of any supplemental indenture required by this Section 12.3 to be mailed to each holder of Securities, at its address appearing on the Securities Register provided for in Section 2.5 of this Indenture, within 20 calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

(c) The above provisions of this Section 12.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, binding share exchanges, combinations, sales and conveyances.

(d) If this Section 12.3 applies to any event or occurrence, Section 12.2 shall not apply in respect of such event or occurrence.

SECTION 12.4. Responsibility of Trustee.

The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of

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Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII . Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1 , may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

SECTION 12.5. Notice to Holders Prior to Certain Actions.

In case after the date hereof:

(a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 12.2 ; or

(b) the Company shall authorize the granting to the holders of all or substantially all of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or

(c) of any reclassification or reorganization of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each Holder of Securities at his address appearing on the Securities Register provided for in Section 2.5 of this Indenture, as promptly as possible but in any event at least three (3) calendar days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is

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expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

Notwithstanding and in addition to the foregoing, the Company shall be required to give the notices specified in paragraph 7 of the Securities.

SECTION 12.6. Stockholder Rights Plan.

To the extent that the Company has a rights plan in effect upon conversion of the Securities into Common Stock, the Holder will receive, in addition to the Common Stock, the rights under the rights plan, unless prior to any conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of the Company’s capital stock, evidences of indebtedness or assets as described in Section 12.2(c) above, subject to readjustment in the event of the expiration, termination or redemption of such rights. In lieu of any such adjustment, the Company may amend such applicable stockholder rights agreement to provide that upon conversion of the Securities the Holders will receive, in addition to the Common Stock issuable upon such conversion, the rights which would have attached to such Common Stock if the rights had not become separated from the Common Stock under such applicable stockholder rights agreement.

ARTICLE XIII

Miscellaneous

SECTION 13.1. Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control.

SECTION 13.2. Notices.

Any notice or communication shall be in writing, by telecopy, facsimile transmission, overnight courier guaranteeing next day delivery, delivered in person or mailed by first-class mail addressed as follows:

if to the Company:

Trinity Industries, Inc.

2525 Stemmons Freeway

Dallas, Texas 75207-2401

Attn: S. Theis Rice

75

Telephone No.: (214) 589-8170

Telecopier No.: (214) 589-8824

With a copy to:

Haynes and Boone, LLP

901 Main Street

Suite 3100

Dallas, Texas 75202

Attn: W. Scott Wallace

Telephone No.: (214) 651-5587

Telecopier No.: (214) 200-0674

if to the Trustee:

Wells Fargo Bank N.A.

Corporate Trust Services

MAC T5303-022

1445 Ross Ave., 2 ^nd Floor

Dallas, TX 75202

Attn: Nancye Patterson

Telephone No.: (214) 777-4078

Telecopier No.: (214) 777-4086

E-Mail: nancye.patterson@wellsfargo.com

For purposes of Section 2.5 (with respect to presentation of Securities for payment or for registrations of transfer or exchange) if to the Trustee:

Wells Fargo Bank, N.A.

MAC N9303-121

Corporate Trust Operation

608 2 ^nd Ave.

Minneapolis, MN 55479

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied or sent by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight and courier guaranteeing next day delivery.

Any notice or communication mailed to a registered Securityholder shall be mailed to the Securityholder at the Securityholder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

76

Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be effective only upon receipt.

SECTION 13.3. Communication by Holders with other Holders.

Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 13.4. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, the Company has complied with all conditions precedent, if any, provided for in this Indenture relating to the proposed action; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, the Company has complied with all such conditions precedent.

SECTION 13.5. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that the individual making such certificate or opinion has read such covenant or condition;

(2) 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;

(3) a statement that, in the opinion of 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 there is compliance with such covenant or condition; and

(4) a statement as to whether or not, in the opinion of such individual, there is compliance with such covenant or condition.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officers’ Certificate or on certificates of public officials.

SECTION 13.6. When Securities Disregarded.

77

In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

SECTION 13.7. Rules by Trustee, Paying Agent and Registrar.

The Trustee may make reasonable rules for action by, or a meeting of, Securityholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.8. Legal Holidays.

A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest, Contingent Interest, if any, shall accrue for the intervening period. If a Regular Record Date is a Legal Holiday, the record date shall not be affected.

SECTION 13.9. GOVERNING LAW; WAIVER OF JURY TRIAL.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT SUCH WAIVER OF TRIAL BY JURY BY THE COMPANY AND THE TRUSTEE SHALL IN NO WAY LIMIT ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY HOLDER OF THE SECURITIES IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 13.10. No Recourse Against Others.

An incorporator, director, officer, employee, Affiliate or stockholder of the Company, solely by reason of this status, shall not have any liability for any obligations of the Company under the Securities, this Indenture or the Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

78

SECTION 13.11. Successors.

All agreements of the Company in this Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.12. Multiple Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

SECTION 13.13. Table of Contents; Headings.

The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 13.14. Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 13.15. Severability Clause.

In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

79

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

TRINITY INDUSTRIES, INC.

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as

Trustee

By:

Name:

Title:

80

SCHEDULE A

* The following table sets forth the stock price and the number of additional shares to be received per $1,000 principal amount of notes:

Effective date	$ 58.03		$ 60.00		$ 70.00		$ 80.00		$ 90.00		$100.00		$110.00		$120.00		$130.00		$140.00		$150.00		$160.00		$170.00		$180.00
6/7/2006		4.4677		4.6307		3.5911		2.8558		2.3141		1.9022		1.5809		1.3253		1.1184		0.9487		0.8077		0.6896		0.5897		0.5047
6/1/2007		4.4677		4.6031		3.5529		2.8143		2.2728		1.8630		1.5446		1.2921		1.0884		0.9216		0.7834		0.6679		0.5703		0.4874
6/1/2008		4.4677		4.5734		3.5102		2.7673		2.2260		1.8185		1.5035		1.2547		1.0546		0.8914		0.7565		0.6439		0.5491		0.4687
6/1/2009		4.4677		4.5639		3.4768		2.7235		2.1788		1.7716		1.4587		1.2131		1.0165		0.8568		0.7253		0.6159		0.5241		0.4464
6/1/2010		4.4677		4.5425		3.4284		2.6637		2.1160		1.7101		1.4008		1.1597		0.9679		0.8130		0.6861		0.5809		0.4929		0.4187
6/1/2011		4.4677		4.5035		3.3588		2.5820		2.0322		1.6292		1.3254		1.0906		0.9055		0.7571		0.6362		0.5366		0.4536		0.3839
6/1/2012		4.4677		4.4502		3.2687		2.4783		1.9270		1.5288		1.2326		1.0067		0.8305		0.6906		0.5776		0.4851		0.4086		0.3446
6/1/2013		4.4677		4.3747		3.1482		2.3419		1.7902		1.3994		1.1141		0.9003		0.7362		0.6075		0.5049		0.4218		0.3535		0.2967
6/1/2014		4.4677		4.2824		2.9957		2.1681		1.6161		1.2357		0.9655		0.7681		0.6202		0.5066		0.4176		0.3464		0.2886		0.2410
6/1/2015		4.4677		4.1633		2.7930		1.9361		1.3851		1.0208		0.7732		0.5998		0.4749		0.3823		0.3117		0.2565		0.2124		0.1764
6/1/2016		4.4677		4.0128		2.5151		1.6145		1.0683		0.7327		0.5222		0.3865		0.2961		0.2335		0.1882		0.1541		0.1275		0.1059
6/1/2017		4.4677		3.8633		2.1239		1.1363		0.6051		0.3317		0.1945		0.1258		0.0899		0.0696		0.0567		0.0474		0.0401		0.0338
6/1/2018		4.4677		3.9079		1.5260		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

1

EXHIBIT A

[FORM OF FACE OF SECURITY]

[Global Security Legend, if applicable]

No. [            ] Principal Amount $450,000,000, as revised by the Schedule of Increases and Decreases in Global Security attached hereto

CUSIP NO.: 896522 AF 6

ISIN: [            ]

3⁷/₈ % Convertible Subordinated Notes due 2036

Trinity Industries, Inc., a Delaware corporation, promises to pay to [            ], or registered assigns, the principal sum of $450,000,000 Dollars, as revised by the Schedule of Increases and Decreases in Global Security attached hereto, on June 1, 2036.

Interest Payment Dates: June 1 and December 1

Regular Record Dates: May 15 and November 15

Additional provisions of this Security are set forth on the other side of this Security.

A-2

IN WITNESS WHEREOF, Trinity Industries, Inc. has caused this Security to be signed manually or by facsimile by its duly authorized officer.

Dated: June 7, 2006

TRINITY INDUSTRIES, INC.

By:

Name:

Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee, certifies

that this is one of

the Securities referred

to in the Indenture.

By:

Authorized Signatory

A-3

[FORM OF REVERSE SIDE OF SECURITY]

3⁷/₈ % Convertible Subordinated Notes due 2036

1. Interest

Trinity Industries, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security at the rate of
3 ⁷ / ₈ % per annum.

The Company will pay interest semiannually on June 1 and December 1 of each year commencing December 1, 2006. Interest on the Securities will accrue from the most recent date to which interest has been paid on the Securities or, if no interest has been paid, from June 7, 2006. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Interest on Securities converted after the close of business on a Regular Record Date, but prior to the opening of business on the corresponding interest payment date, will be paid to the Holder on the Regular Record Date but, upon conversion, the Holder must pay the Company the interest which has accrued and will be paid to the Holder on such interest payment date. No such payment need be made with respect to Securities in respect of which a Redemption Date has been declared that falls within such period or on such interest payment date. A Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest, in respect of a Security (A) if the Company calls such Security for redemption and such Holder converts such Security on or prior to the Redemption Date, (B) if the Company establishes a Fundamental Change Purchase Date during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date has been established that falls within this period or on such interest payment day and such Holder converts its Security prior to the Fundamental Change Purchase Date, (C) if a Holder converts the Securities following the Record Date immediately preceding the Stated Maturity, or (D) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to a Security.

If the principal hereof or any portion of such principal is not paid when due (whether upon acceleration, upon the date set for payment of the redemption price pursuant to paragraph 6 hereof, upon the date set for payment of a Purchase Price or Fundamental Change Purchase Price pursuant to paragraph 7 hereof or upon the Stated Maturity of this Security) or if interest (including Contingent Interest, if any) due hereon or any portion of such interest is not paid when due in accordance with this paragraph, then in each such case the overdue amount shall bear interest at the rate of 3 ⁷ / ₈ % per annum, compounded semiannually (to the extent that the payment of such interest shall be legally enforceable), which interest shall accrue from the date such overdue amount was due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such interest shall be payable on demand.

A-4

2. Method of Payment

By no later than 10:00 a.m. (New York City time) on the date on which any principal of or interest (including Contingent Interest, if any), on any Security is due and payable, the Company shall deposit with the Paying Agent money sufficient to pay such amount. The Company will pay interest (including Contingent Interest, if any) (except Defaulted Interest) to the Persons who are registered Holders of Securities at the close of business on the May 15 or November 15 next preceding the interest payment date even if Securities are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Securities represented by a Global Security (including principal and interest (including any Contingent Interest), if any, will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will pay principal of Definitive Securities at the office or agency designated by the Company in the Borough of Manhattan, The City of New York. Interest (including Contingent Interest, if any), on Definitive Securities will be payable (i) to Holders having an aggregate principal amount of $5,000,000 or less, by check mailed to the Holders of these Securities and (ii) to Holders having an aggregate principal amount of more than $5,000,000, either by check mailed to each Holder or, upon application by a Holder to the Registrar not later than the relevant record date, by wire transfer in immediately available funds to that Holder’s account within the United States, which application shall remain in effect until the Holder notifies, in writing, the Registrar to the contrary.

3. Paying Agent, Registrar, Conversion Agent, Authenticating Agent and Bid Agent

Initially, Wells Fargo Bank, National Association (the “Trustee”), will act as Trustee, Paying Agent, Registrar, Conversion Agent, Authenticating Agent and Bid Agent. The Company may appoint and change any Paying Agent, Registrar or co-registrar, Conversion Agent, Authenticating Agent or Bid Agent without notice to any Securityholder. The Company or any of its Subsidiaries may act as Paying Agent, Registrar or co-registrar, Conversion Agent or Authenticating Agent, subject to the terms of the Indenture. Neither the Company nor any of its Affiliates may act as Bid Agent.

4. Indenture

The Company issued the Securities under an Indenture dated as of June 7, 2006 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company and the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Securityholders are referred to the Indenture and the Act for a statement of those terms.

The Securities are general unsecured subordinated obligations of the Company limited to $500.0 million aggregate principal amount, except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.8 , 2.9 , 2.10 , 2.12 , 2.13 , 5.8 , 9.5 , 11.3 or 12.1 of the Indenture. The Securities will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, consolidation, mergers and sale of assets of the Company.

A-5

5. Contingent Interest

The Company shall pay Contingent Interest in cash to the Holders in respect of any six-month period from and including June 1 to and including November 30 and from and including December 1 to and including May 31, commencing with the six-month period beginning June 1, 2018, if the average Securities Price for the Applicable Five Trading Day Period with respect to such interest period equals 120% or more of $1,000 principal amount of Securities. The amount of Contingent Interest payable per $1,000 principal amount of Securities in respect of any interest period shall equal 0.375% of the average Securities Price for the Applicable Five Day Trading Period with respect to such interest period. Contingent interest, if any, will accrue from June 1 or December 1, as applicable, and will be payable on the next succeeding December 1 or June 1 interest payment date, as the case may be. Contingent interest will be paid to the person in whose name a Security is registered at the close of business on May 15 or November 15, as the case may be, immediately preceding the relevant interest payment date on which Contingent Interest is payable. All payments of Contingent Interest shall be made in cash.

Upon determination that Holders will be entitled to receive Contingent Interest during an interest period, on or prior to the first day of such interest period, the Company shall notify the Trustee and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing such information with respect to the payment of Contingent Interest or publish such information on its web site or through such other public medium as the Company may use at that time.

6. Redemption

No sinking fund is provided for the Securities. The Securities will be redeemable, at the option of the Company, in whole at any time or in part from time to time, at any time on or after June 1, 2018, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Securities to be so redeemed, at a Redemption Price in cash equal to 100% of their principal amount plus accrued but unpaid interest (including any Contingent Interest), if any, to but excluding the Redemption Date.

In the case of any partial redemption, selection of the Securities for redemption will be made by the Trustee by lot, or on a pro rata basis, or by another method as the Trustee shall deem to be fair and appropriate, although no Securities of $1,000 in original principal amount or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption relating to such Security shall state the portion of the principal amount thereof to be redeemed. A new Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Security. On and after the Redemption Date, interest (including any Contingent Interest), if any, will cease to accrue on Securities or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.

A-6

7. Purchase By the Company at the Option of the Holder; Purchase at the Option of the Holder Upon a Fundamental Change

(a) Subject to the terms and conditions of the Indenture, a Holder shall have the option to require the Company to purchase on June 1, 2018 (the “Purchase Date”)all or a portion of the Securities held by such Holder at a purchase price (the “Purchase Price”) equal to 100% of the principal amount of the Securities to be purchased plus any accrued and unpaid interest (including any Contingent Interest), to but excluding such Purchase Date (unless the Purchase Date is between the Regular Record Date and the interest payment date to which it relates, in which case such accrued and unpaid interest will be paid to the Holder as of such Regular Record Date), upon delivery of a Purchase Notice containing the information set forth in the Indenture, from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. The Company will pay the Purchase Price in cash for any Securities to be purchased.

Securities in denominations larger than $1,000 principal amount may be purchased in part, but only in integral multiples of $1,000 principal amount.

(b) If a Fundamental Change shall occur at any time, each Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Company to purchase any or all of such Holder’s Securities or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000 on the day the Company selects that is not less than 20 or more than 35 Business Days after the date of the Company Notice of the occurrence of the Fundamental Change (subject to extension to comply with applicable law) for a Fundamental Change Purchase Price equal to the principal amount of Securities purchased plus, unless the Fundamental Change Purchase Date is between a Regular Record Date and the interest payment date to which it relates, accrued and unpaid interest, including any Contingent Interest, if any, to but excluding the Fundamental Change Purchase Date, which Fundamental Change Purchase Price shall be paid by the Company in cash.

(c) Holders have the right to withdraw any Purchase Notice or Fundamental Change Purchase Notice, as the case may be, by delivery to the Paying Agent of a written notice of withdrawal in accordance with the provisions of the Indenture.

(d) If cash sufficient to pay a Fundamental Change Purchase Price or Purchase Price, as the case may be, of all Securities or portions thereof to be purchased as of the Purchase Date or the Fundamental Change Purchase Date, as the case may be, is deposited with the Paying Agent on the Business Day following the Purchase Date or the Fundamental Change Purchase Date, as the case may be, interest (including any Contingent Interest), if any, shall cease to accrue on such Securities (or portions thereof) on and after such date, and the Holder thereof shall have no other rights as such (other than the right to receive the Purchase Price or Fundamental Change Purchase Price, as the case may be, upon surrender of such Security).

8. Conversion

A-7

Subject to the procedures set forth in the Indenture, a Holder may convert Securities into Common Stock of the Company at any time on or before 5:00 p.m., New York City time, on the Trading Day immediately preceding the maturity date if at least one of the following conditions (including the applicable conversion time constraints) is satisfied on the Conversion Date:

(a) the Last Reported Sale Prices of the Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the calendar quarter immediately preceding the calendar quarter in which the potential Conversion Date occurs is greater than or equal to 130% of the applicable Conversion Price per share of Common Stock on the last Trading Day of such preceding calendar quarter; provided that in no event may a Conversion Date occur prior to the calendar quarter beginning after September 30, 2006 pursuant to this clause (a);

(b) the conversion occurs at any time on or after May 1, 2036 until 5:00 p.m., New York City time, on the Trading Day immediately preceding the Stated Maturity;

(c) any or all of the Securities have been called for redemption by the Company, in which case a Holder may convert Securities called for redemption into Common Stock at any time prior to the close of business on the second Trading Day prior to the Redemption Date;

(d) the Company elects to (i) distribute to all or substantially all holders of Common Stock rights entitling them to purchase, for a period expiring within 60 days after the date of such distribution, Common Stock at less than the Last Reported Sale Price at the time of such distribution or (ii) distribute to all or substantially all holders of Common Stock assets, debt securities or rights to purchase securities of the Company, which distribution has a per share value as determined by the Company’s Board of Directors exceeding 10% of the Last Reported Sale Price of the Common Stock on the day preceding the declaration date for such distribution. In the case of the foregoing clauses (i) and (ii), the Company must notify the Holders at least 20 Business Days prior to the ex-dividend date for such distribution. Once the Company has given such notice, Holders may surrender their Securities for conversion at any time thereafter until the earlier of 5:00 p.m., New York City time, on the Business Day immediately prior to the ex-dividend date or the Company’s announcement that such distribution will not take place. The ex-dividend date is the first date upon which a sale of the Common Stock does not automatically transfer the right to receive the relevant dividend or other distribution from the seller of the Common Stock to its buyer; or

(e) the Company becomes party to a consolidation, merger or binding share exchange pursuant to which Common Stock would be converted into cash or property (other than securities), in which case a Holder may surrender Securities for conversion at any time from and after the 25th calendar day prior (or, if only determinable subsequent to such date, then as promptly as can be determined subsequent to such 25th calendar day) to the anticipated effective date of the transaction until 30 calendar days after the actual effective date of such transaction or in the case of a consolidation, merger or share exchange also constituting a Fundamental Change, until the Trading Day prior to the repurchase date corresponding to such Fundamental Change. The Company shall notify Holders of the anticipated effective date of a transaction giving rise to a conversion right under this provision as soon as practicable after it first determines the effective date of such transaction;

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Securities in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Securities pursuant to paragraph 7 hereof and Section 11.1 or Section 11.2 of the Indenture may be converted only if the notice of exercise is withdrawn in accordance with the terms of the Indenture.

The initial Conversion Rate is 12.7648 shares of our Common Stock per $1,000 principal amount of Securities, subject to adjustment in certain events described in the Indenture. Upon conversion, the Company will pay cash and shares of Common Stock (or, at the Company’s election, cash in lieu of some or all of such Common Stock as permitted by the Indenture), if any, based on a Daily Conversion Value calculated on a proportionate basis for each day of the 20-day Cash Settlement Averaging Period, as set forth in the Indenture. The Company shall deliver cash or a check in lieu of any fractional share of Common Stock based on the Last Reported Sale Price and may, pursuant to a timely Cash Percentage Notice, elect to deliver additional cash in lieu of all or some of the shares of Common Stock.

Holders of Securities at 5:00 p.m., New York City time, on a Regular Record Date will receive payment of interest (including any Contingent Interest) payable on the corresponding interest payment date notwithstanding the conversion of such Securities at any time after 5:00 p.m., New York City time on such Regular Record Date. Securities surrendered for conversion during the period from 5:00 p.m., New York City time on any Regular Record Date to 9:00 a.m., New York City time on the corresponding interest payment date (except for (i) Securities in respect of which a Redemption Date has been declared that falls within this period or on such interest payment date, (ii) Securities in respect of which a Fundamental Change Purchase Date has been established that falls within this period or on such interest payment day, (iii) Securities which have been converted after the Record Date immediately preceding the Stated Maturity, or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to a Security) must be accompanied by payment of an amount equal to the interest (including any Contingent Interest) that the Holder is to receive on the Securities. Except where Securities surrendered for conversion must be accompanied by payment as described above, no separate payment for interest or Contingent Interest on converted Securities will be payable by the Company on any interest payment date subsequent to the date of conversion. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest in respect of a Security (w) if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date, (x) if the Company establishes a Fundamental Change Purchase Date during the period from the close of business on any Regular Record Date to the opening of business on the corresponding interest payment date has been established that falls within this period or on such interest payment day and such Holder converts its Security prior to the Fundamental Change Purchase Date, (y) a Holder converts the Securities after the Record Date immediately preceding the Stated Maturity, or (z) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to a Security.

To convert Securities that are Global Securities, a beneficial owner or participant must comply with DTC’s procedures for converting a beneficial interest in the Global Security and, if required, pay funds equal to interest payable on the next interest payment date to which the converting beneficial owner or participant is not entitled and, if required, pay all taxes or duties, if any.

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To convert Definitive Securities, a Holder must (1) complete and manually sign the irrevocable conversion notice on the back of the Securities (or complete and manually sign a facsimile of such notice), (2) deliver such notice, which is irrevocable, to the Conversion Agent at the office maintained by the Conversion Agent for such purpose, and surrender the Securities to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Conversion Agent, the Company or the Trustee, (4) pay any transfer or similar tax, if required and (5) if required, pay funds equal to interest payable on the next interest payment date to which the Holder is not entitled.

A Holder may convert a portion of the Securities only if the principal amount of such portion is $1,000 or a multiple of $1,000. No payment or adjustment shall be made for dividends on the Common Stock except as provided in the Indenture. On conversion of the Securities, that portion of accrued and unpaid interest attributable to the period from the Issue Date to the Conversion Date and accrued and unpaid Contingent Interest with respect to the converted portion of the Securities shall not be canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through the delivery of cash and any Common Stock (together with any cash payment in lieu of fractional shares) delivered in exchange for the portion of the Securities being converted pursuant to the terms hereof; provided that the Company may, pursuant to a timely Cash Percentage Notice, elect to deliver additional cash in lieu of all or some of the shares of Common Stock; and the cash and Fair Market Value of any such shares of Common Stock (together with any such cash payment in lieu of fractional shares or cash payment in lieu of shares pursuant to a Cash Percentage Notice) shall be treated issued, to the extent thereof, first in exchange for interest accrued and unpaid through the Conversion Date and accrued and unpaid Contingent Interest, and the balance, if any, of such Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive evidence of such Fair Market Value and which shall be evidenced by an Officers’ Certificate delivered to the Trustee) of any such Common Stock (and any such cash payment) shall be treated as issued in exchange for the principal amount of the Securities being converted pursuant to the provisions hereof. Notwithstanding the foregoing, a Holder shall be entitled to receive accrued and unpaid interest, including any Contingent Interest in respect of a Security if the Company calls such Security for redemption and such Holder converts its Security prior to the Redemption Date.

9. Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of principal amount of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of Securities (i) for a period of 15 days prior to the mailing of a notice of redemption of Securities selected for redemption under Article V of the Indenture; (ii) so selected for redemption or, if a portion of any Security is selected for redemption, the portion thereof selected for redemption; or (iii) surrendered for conversion or, if a portion of any Security is surrendered for conversion, the portion thereof surrendered for conversion.

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10.  Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of it for all purposes.

11.  Unclaimed Money

If money for the payment of principal or interest (including any Contingent Interest), if any, remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

12.  Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in principal amount of the then outstanding Securities and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Securityholder affected) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the Indenture or the Securities to cure any ambiguity, omission, defect or inconsistency, or to comply with Article IV of the Indenture, or to provide for uncertificated Securities in addition to or in place of certificated Securities, or to add guarantees with respect to the Securities, or to secure the Securities, or to add additional covenants of the Company or its Subsidiaries, or to make any change that does not materially adversely affect the rights of any Securityholder; provided, that any amendment to conform the terms of the Securities to the description contained in the prospectus filed with the Registration Statement pursuant to which the Indenture has been qualified and any supplemental prospectus thereto relating to the Securities shall be deemed not to be adverse to any Securityholder.

13.  Defaults and Remedies

Under the Indenture, Events of Default include, but are not limited to, (i) default in any payment of interest, including any Contingent Interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days; (ii) default in payment of principal on the Securities at Stated Maturity, upon required repurchase pursuant to paragraph 7 or upon optional redemption pursuant to paragraph 6 of the Securities, upon declaration or otherwise; (iii) the failure by the Company to comply with its obligations to convert the Securities into cash or a combination of cash and Common Stock, as applicable, upon the exercise of a holder’s conversion right and such failure continues for a period of ten calendar days; (iv) the failure by the Company to comply with its obligations under Article IV of the Indenture; (v) the failure by the Company to comply for 60 days after written notice with its other agreements contained in the Indenture or under the Securities (other than those referred to

A-11

in (i), (ii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Debt for money borrowed by the Company or any of its Subsidiaries (other than Non-Recourse Debt to the Company), whether such Debt now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of, or interest (including any Contingent Interest), if any, or on such Debt prior to the expiration of the grace period provided in such Debt (“Payment Default”) or (b) results in the acceleration of such Debt prior to its maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more or its foreign currency equivalent at the time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or such Subsidiary; (vii) failure by the Company to issue a Company Notice of a Fundamental Change in accordance with the terms of the Indenture; (viii) certain events of bankruptcy, insolvency or reorganization of the Company (the “bankruptcy provisions”); or (ix) entry in a court of competent jurisdiction of a final judgment for the payment of $50.0 million or more rendered against the Company or any Subsidiary, which judgment is not covered by insurance (other than with respect to customary deductibles) or not discharged, bonded or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished (the “judgment default provision”). However, a default under clause (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clause (v) hereof after receipt of such notice.

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities by notice to the Company to be due and payable immediately. A violation of any convent or agreement in the Indenture that expressly provides that a violation of such covenant or agreement shall not constitute an Event of Default may be enforced only by the Trustee or such other Person specified in such covenant or agreement by instituting a legal proceeding against the Company for enforcement of such covenant or agreement.

Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest (including any Contingent Interest), if any, if it determines that withholding notice is in their interest.

14.  Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

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15. No Recourse Against Others

An incorporator, director, officer, employee, Affiliate or stockholder, of each of the Company solely by reason of this status, shall not have any liability for any obligations of the Company under the Securities, the Indenture or any Subsidiary Guarantees or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16. Subordination

This Security is subordinated in right of payment to all existing and future Senior Debt as provided in Article X of the Indenture.

17. Authentication

This Security shall not be valid until an authorized signatory of the Trustee manually authenticates this Security.

18. Abbreviations

Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

19. CUSIP Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

20. Governing Law

This Security shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to:

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Trinity Industries, Inc.

2525 Stemmons Freeway

Dallas, Texas 75207-2401

Attn: S. Theis Rice

Telephone No.: (214) 589-8170

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Security have been made:

			Principal Amount of this Global	Signature of authorized
	Amount of decreasein Principal	Amount of increase in Principal	Security following such	signatory of Trustee or
Date	Amount of this Global Security	Amount of this Global Security	decrease or increase	Securities Custodian

A-15

FORM OF CONVERSION NOTICE

To:     Trinity Industries, Inc.

The undersigned registered holder of this Security hereby exercises the option to convert this Security, or portion hereof (which is $1,000 principal amount or an integral multiple thereof) designated below, for cash and shares of Common Stock of Trinity Industries, Inc., if any, in accordance with the terms of the Indenture referred to in this Security, and directs that cash and the shares, if any, issuable and deliverable upon such conversion, and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Security not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

This notice shall be deemed to be an irrevocable exercise of the option to convert this Security.

Dated:

Signature(s)

The signature(s) should be guaranteed by an

eligible guarantor institution (banks, stockbrokers,

savings and loan associations and credit unions

with membership in an approved signature

guarantee medallion program), pursuant to

S.E.C. Rule 17Ad-15.

Signature Guarantee

Fill in for registration of shares if to be

delivered, and Securities if to be issued other

than to and in the name of registered holder:

(Name)	Principal amount to be converted (if less than all): $        ,000
(Street Address)
(City state and zip code)	Social Security or Other Taxpayer Number
Please print name and address

A-16

FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE

To:        Trinity Industries, Inc.

The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Trinity Industries, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:

Signature(s)

The signature(s) should be guaranteed by an

eligible guarantor institution (banks, stockbrokers,

savings and loan associations and credit unions

with membership in an approved signature

guarantee medallion program), pursuant to

S.E.C. Rule 17Ad-15.

Signature Guarantee

Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of registered holder:

(Name)	Principal amount to be purchased (if less than all): $                 ,000
(Street Address)
(City state and zip code)	Social Security or Other Taxpayer Number
Please print name and address

A-17

FORM OF PURCHASE NOTICE

To:         Trinity Industries, Inc.

The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Trinity Industries, Inc. (the “Company”) as to the holder’s option to require the Company to repurchase this Security and requests and instructs the Company to repurchase this Security, or the portion hereof (which is $1,000 principal amount or a integral multiple thereof) designated below, in accordance with the terms of the Indenture referred to in this Security and directs that the check or Common Stock of the Company, as applicable, in payment for this Security or the portion thereof and any Securities representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of this Security not repurchased is to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto.

Dated:

Signature(s)

The signature(s) should be guaranteed by an

eligible guarantor institution (banks,

stockbrokers, savings and loan associations

and credit unions with membership in an

approved signature guarantee medallion

program), pursuant to S.E.C. Rule 17Ad-15

Signature Guarantee

Fill in if a check is to be issued, or Securities are to be issued, other than to and in the name of registered holder:

(Name)	Principal amount to be purchased (if less than all): $                 ,000
(Street Address)
(City state and zip code)	Social Security or Other Taxpayer Number
Please print name and address

1

EX-4.01.1

Exhibit 4.01.1

OFFICERS’ CERTIFICATE

OF

TRINITY INDUSTRIES, INC.

The undersigned, James Perry, does hereby certify that he is the Vice President and Treasurer of Trinity Industries, Inc., a Delaware corporation (the “Company”), and the undersigned, Chas Michel, does hereby certify that he is the Vice President, Controller and Chief Accounting Officer of the Company, and pursuant to Section 12.2 of the Indenture (the “Indenture,” with capitalized terms used in the Officers’ Certificate, as defined in the Indenture), between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee” ), dated as of June 7, 2006, relating to the Company’s 3 7/8% Convertible Subordinated Notes Due 2036 (the “Notes”), do hereby certify that:

1. On May 15, 2006 the Company declared a 3-for-2 stock split in the form of a stock dividend (the “Stock Dividend”) to holders of record of the Company’s common stock (the “Common Stock”) as of May 26, 2006. As a result of the Stock Dividend, each holder of two shares of the Common Stock received one additional share of Common Stock as of the distribution date on June 9, 2006. The ex-dividend date for the Stock Dividend was June 12, 2006.

2. The initial Conversion Rate was 12.7648 and the initial Conversion Price under the Indenture was $78.34. Immediately after 9:00 a.m., New York City time, on June 13, 2006 (subject to further adjustment as provided in the Indenture), the Conversion Rate is 19.1472 and the Conversion Price is $52.23, calculated in accordance with Section 12.2(a) of the Indenture (collectively, the “ Conversion Rate Adjustment ”).

3. Such officers have read the provisions of the Indenture applicable to the Conversion Rate Adjustment, including, without limitation, Section 12.2 thereof.

4. The statements or opinions contained in this certificate are based on the undersigned’s review of the Indenture and certain other corporate documents and records.

5. We are of the opinion that we have made such examination or investigation as is necessary to enable us to express an informed opinion that the Conversion Rate Adjustment is permitted by the Indenture and whether or not the conditions precedent to Conversion Rate Adjustment have been complied with.

6. We are of the opinion that Conversion Rate Adjustment is permitted under the Indenture and that upon mailing a notice thereof to the holders of the Notes in accordance with the Indenture, all conditions precedent provided for in the Indenture relating to the Conversion Rate Adjustment have been complied with.

*******

IN WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate as of this              day of June, 2006.

/s/    James E. Perry

Name: James Perry

Title:   Vice President and Treasurer

/s/    Chas Michel

Name: Chas Michel

Title:   Vice President, Controller and Chief Accounting Officer

EX-10.2.2

Exhibit 10.2.2

AMENDMENT NO. 3

TRINITY INDUSTRIES, INC.

DIRECTORS’ RETIREMENT PLAN

Pursuant to the provisions of Section 12 thereof, the Trinity Industries, Inc. Directors’ Retirement Plan (the “Plan”) is hereby amended effective as of December 15, 2005 in the following respects only:

FIRST: A new Section 13 is added as follows:

13. Notwithstanding anything in this Plan to the contrary, the interest in this Plan of each member of the Board of Directors as of December 15, 2005 who is not an employee of the Company and who has served as a director for ten or more years as of December 15, 2005 shall be terminated as of December 15, 2005 and each such director shall be paid before December 31, 2005 a lump sum as hereinafter provided. The lump sum payment shall be calculated by first determining an annual retainer projection by increasing the annual retainer in effect on December 15, 2005 of $40,000 by 4% for each year remaining between December 15, 2005 and May 15 of the year following such director’s 72^nd birthday (the “Projected Annual Retainer Factor”) and second, discounting ten years of payments of the Projected Annual Retainer back to December 15, 2005 using a present value discount factor of 5%.

SECOND: A new Section 14 is added as follows:

14. Notwithstanding anything in this Plan to the contrary, the interest in this Plan of each member of the Board of Directors as of December 15, 2005 who was elected to the Board prior to August 9, 2005, who is not an employee of the Company, and who has served on the Board less than ten years as of December 15, 2005 and therefore not 100% vested pursuant to Section 3 of this Plan (the “Remaining Directors”), shall be terminated and paid a lump sum on the earlier to occur of retirement, death, a Change of Control as defined by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or after ten full years of service on the Board (the “Date of Calculation”) based on the vesting schedule as provide in Section 3 as of the Date of Calculation. The lump sum payment shall be calculated by first determining the Projected Annual Retainer; second, determining the vesting percentage as provided in Section 3 of this Plan; and third, discounting the ten years of payments of the Projected Annual Retainer back to the Date of Calculation, using a present value discount factor of 5%. Upon a Change of Control as defined by Section 409A of the Code, the Remaining Directors shall become 100% vested.

THIRD: In all other respects, the terms of the Plan are ratified and confirmed.

IN WITNESS WHEREOF, this Amendment has been executed as of this 7^th day of December, 2005.

TRINITY INDUSTRIES, INC.

BY:  

Vice President and Corporate Secretary

EX-10.3.1

EXHIBIT 10.3.1

AMENDMENT NO. 1 TO

1993 STOCK OPTION AND INCENTIVE PLAN

The Trinity Industries, Inc. 1993 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), is hereby amended by this Amendment No. 1, effective as of June 9, 1994, as set forth below.

Any term which is not defined below shall have the meaning set forth for such term in the Plan.

1. Section 9(c) of the Plan is hereby amended and restated as follows:

(c) If the Optionee ceases to be an officer, director, or employee of the Company or any Affiliate by reason of the Optionee’s retirement, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited (i) in the case of an Incentive Stock Option, three (3) months after the date of the Optionee’s retirement and (ii) in the case of a Non-Qualified Stock Option, thirty-six (36)months after the date of the Optionee’s retirement; provided however, if the Optionee shall die during the applicable period provided under clause (i) or (ii), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from the date of death to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of the day and year first above written,

TRINITY INDUSTRIES, INC.
By:	/s/    W. Ray Wallace

EX-10.3.2

EXHIBIT 10.3.2

AMENDMENT NO. 2 TO

1993 STOCK OPTION AND INCENTIVE PLAN

The Trinity Industries, Inc. 1993 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), is hereby further amended, effective as of May 6, 1997, as set forth below.

Any term which is not defined below shall have the meaning set forth for such term in the Plan.

1. Section 2 of the Plan is hereby amended to delete the definition of “Reorganization” contained therein.

2. The last sentence of Section 10(a) of the Plan is amended and restated as follows:

The option vesting schedule will be accelerated if, in the sole discretion of the Committee, the Committee determines that acceleration of the option vesting schedule would be desirable for the Company.

3. Section 10(c) of the Plan is hereby amended and restated as follows:

(c) In the event of a Change in Control (as hereinafter defined), each stock option granted under the Plan shall become fully vested and exercisable.

For purposes hereof, a “Change in Control” shall be deemed have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on May 6, 1997, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on May 6, 1997 or whose appointment, election or nomination for election was previously so approved or recommended; or

(III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial. Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 30% or more of the combined voting power of the company’s then outstanding securities; or

2

(IV) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes hereof:

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

4. Section 10 of the Plan is hereby amended by deleting subsections (d) and (e) thereof.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of the day and year first above written.

TRINITY INDUSTRIES, INC.
By:	/s/    W. Ray Wallace

3

EX-10.3.3

EXHIBIT 10.3.3

AMENDMENT NO. 3 TO

1993 STOCK OPTION AND INCENTIVE PLAN

The Trinity Industries, Inc. 1993 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), is hereby amended by this Amendment No. 3, effective as of July 16, 1997.

Any term which is not defined below shall have the meaning set forth for such term in the Plan.

24. Maximum Compensation of an Employee. Notwithstanding the foregoing provisions of this Plan, on and after July 16, 1997 the maximum number of Shares for which grants of stock options and Stock Appreciation Rights may be made to an employee in any fiscal year of the Company shall not exceed one-half of one percent (0.5%) of the total number of Shares of the Company outstanding on March 31, 1997, and the exercise price of any stock option or Stock Appreciation Right granted on and after July 16, 1997 shall in no event be less than the Fair Market Value of the Shares at the time of the grant.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of the day and year first above written.

TRINITY INDUSTRIES, INC.
By:	/s/    W. Ray Wallace

EX-10.3.4

EXHIBIT 10.3.4

AMENDMENT NO. 4 TO

1993 STOCK OPTION AND INCENTIVE PLAN

The Trinity Industries, Inc. 1993 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), is hereby amended by this Amendment No. 4, effective as of December 9, 1999.

Any term which is not defined below shall have the meaning set forth for such term in the Plan.

1. Section 11 of the Plan is hereby amended and restated as follows:

Non-transferability of Stock Options. A stock option shall not be transferable otherwise than by will or the laws of descent and distribution, and a stock option may be exercised, during the lifetime of the Optionee, only by the Optionee; provided, however, a Non-qualified Stock Option may be transferred to one or more members of the immediate family of the Optionee, to a trust for the benefit of one or more members of the immediate family of the Optionee, to a partnership, the sole partners of which are the Optionee and members of the immediate family of the Optionee, or a foundation in which the Optionee controls the management of the assets. Upon any transfer, a stock option will remain subject to all the provisions of this Plan and the option agreement, including the provisions regarding termination of rights with respect to the stock option upon termination of the Optionee’s employment, and the transferee shall have all of the rights of and be subject to all of the obligations and limitations applicable to the Optionee with respect to the stock option, except that the transferee may further transfer the stock option only to a person or entity that the Optionee is permitted to transfer the stock option. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of a stock option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon a stock option shall be null and void and without effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of the day and year first above written.

TRINITY INDUSTRIES, INC.
By:	/s/    [ILLEGIBLE]

EX-10.3.5

Exhibit 10.3.5

AMENDMENT NO. 5

TO

TRINITY INDUSTRIES, INC.

1993 STOCK OPTION AND INCENTIVE PLAN

WHEREAS, TRINITY INDUSTRIES, INC. (the “Company”) adopted the TRINITY INDUSTRIES, INC. 1993 STOCK OPTION AND INCENTIVE PLAN (the “Plan”); and

WHEREAS, pursuant to Section 22 of the Plan, the Board reserved the right to amend any provision of the Plan; and

WHEREAS, the Board has determined that it is appropriate to amend Section 12 of the Plan to allow greater flexibility for Participants who are subject to tax withholding obligations related to Awards under the Plan;

NOW, THEREFORE, the Plan is amended as follows:

I.

Section 12 of the Plan is amended by adding a new paragraph (e) and (f) to read as follows:

“(e) With respect to any Award, other than a Stock Option award, unless the Committee shall otherwise determine, the recipient of the Award may elect to provide for withholding of federal, state and local taxes and federal payroll taxes at a rate up to the maximum marginal rate for such taxes. Any such additional tax withheld at the election of the recipient shall be satisfied either (a) by payment by the recipient to the Company of an amount of such withholding obligation in cash; or (b) in the case of Awards deliverable in Shares, through retention by the Company of a number of Shares having a Fair Market Value equal to the amount of the additional withholding requested. The cash payment or amount equal to the Fair Market Value of the Shares so withheld, as the case may be, shall be remitted by the Company to the appropriate taxing authorities. The Committee may determine from time to time the time and manner in which the recipient may elect to satisfy such additional withholding requested by either the Cash Method or the Share Retention Method.”

“(f) With respect to Stock Option awards, unless the Committee shall otherwise determine, the Participant may elect to provide for withholding of federal, state and local taxes and federal payroll taxes beyond the withholding for such taxes as required under Section 12 (c) above up to the maximum marginal rate for such taxes. Any such additional tax withheld shall be satisfied, at the election of the recipient of the Stock Option award, either (a) by payment by the recipient to the Company of an amount of such withholding in cash or (b) through delivery to the Company of a number of Shares that have been owned for at least

six months having a Fair Market Value equal to the amount of the additional withholding requested. The cash payment or amount equal to the Fair Market Value of the Shares so withheld, as the case may be, shall be remitted by the Company to the appropriate taxing authorities. The Committee may determine from time to time the time and manner in which the recipient may elect to satisfy any such additional withholding by the delivery of either cash or shares. Notwithstanding the foregoing, in the event a recipient of a Stock Option award elects to provide for additional withholding, as described above, and the Committee determines, in its sole discretion, that such additional withholding would result in (i) a modification of the recipient’s Stock Option award and (ii) a violation of Section 409A of the Code, and as a result, such Stock Option award would be subject to the taxes described in Section 409A(a)(1) of the Code, no additional withholding shall be permitted with respect to such Stock Option award.

II.

In all other respects, the terms of the Plan are ratified and confirmed.

Executed this              day of                     , 2005.

TRINITY INDUSTRIES, INC.

By:

Name:    

Title:

EX-10.5

Exhibit 10.5

Trinity Industries, Inc. Deferred Compensation Trust

Table of Contents

		Page
1.	CONTINUATION OF TRUST		1
2.	PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES		3
3.	TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT		5
4.	PAYMENTS TO THE COMPANY		6
5.	INVESTMENT AUTHORITY		6
6.	DISPOSITION OF INCOME		8
7.	PROXIES		8
8.	CORPORATE ACTIONS		9
9.	CLASS ACTION LITIGATION		9
10.	RECORDS; ANNUAL ACCOUNT		11
11.	RESPONSIBILITY OF TRUSTEE		11
12.	INDEMNIFICATION		13
13.	COMPENSATION AND EXPENSES OF THE TRUSTEE		14
14.	RESIGNATION AND REMOVAL OF TRUSTEE		15
15.	APPOINTMENT OF SUCCESSOR		15
16.	AMENDMENT OR TERMINATION		15
17.	MISCELLANEOUS		16
EXHIBIT A        LIST OF PLANS COVERED BY THIS AGREEMENT			21
EXHIBIT B        SECRETARY’S CERTIFICATE			17
EXHIBIT C        BENEFIT PAYMENT SERVICES TO BE PROVIDED BY THE TRUSTEE			18
EXHIBIT D        INFORMATION TO BE PROVIDED FOR BENEFIT PAYMENT SERVICES			19
EXHIBIT E        ELECTRONIC ACCESS			20
SCHEDULE 1    SCOPE OF SERVICES			22

Rabbi Trust – December 2010 Page i

TRUST FOR NON-QUALIFIED DEFERRED COMPENSATION BENEFIT PLANS OF

TRINITY INDUSTRIES, INC.

This Agreement (“Agreement”) effective as of the             day of             , 20            by and between Trinity Industries, Inc. (“Company”) and JPMorgan Chase Bank, N.A. (“Trustee”);

RECITALS

(A) The Company has adopted the nonqualified deferred compensation Plan(s) as listed in Exhibit A.

(B) The Company has incurred or expects to incur liability under the terms of such Plan(s) with respect to the individuals participating in such Plan(s);

(C) The Company wishes to continue a trust (hereinafter called “Trust”) previously established and wishes to contribute to the Trust assets that shall be held therein, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan(s);

(D) The Company desires to appoint JPMorgan Chase Bank, N.A. as trustee of the Trust pursuant to resolutions of the Company’s governing body. The Company shall provide the Trustee with a certified copy of such resolutions substantially in the form annexed hereto as Exhibit B;

(E) It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan(s) as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

(F) It is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan(s);

(G) The Company and the Trustee desire to amend and restate the instrument governing the Trust in its entirety.

AGREEMENT

1. Continuation of Trust

(a) The Company and the Trustee hereby amend and restate the instrument governing the Trust and continue the Trust as the funding vehicle for the Plan, upon the terms and conditions set forth below. “Trust Fund” means all assets held by the Trustee in the Trust under the provisions of this Agreement at the time of reference.

(b) The Trust hereby continued shall be irrevocable by the Company.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan(s) and this Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of the Company’s Insolvency, as defined in Section 3(a) herein.

(e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Agreement; provided, however, that each 12-month period ending December 31, the Company shall contribute to the Trust an amount of cash or property at least equal in value to the total amount of deferrals and contributions credited to the

Rabbi Trust – December 2010 Page 1

Accounts of participants employed by the Company pursuant to the Supplemental Profit Sharing Plan during such 12-month period, and the Company shall contribute to the Trust each 12-month period ending December 31 an amount of cash or property at least equal in value to the total amount of deferrals credited to the Accounts of participants pursuant to the Director Plan during such 12-month period. In lieu of all or a portion of the contribution to the Trust required by this paragraph, the Company may make contributions in the form of premium payments on insurance policies that are assets of the Trust in such amount and in such manner as determined by the Company.

The Company may, in its sole discretion, but shall not be obligated to, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee for purposes of funding the benefits of certain participants pursuant to any Plan other than the Supplemental Profit Sharing Plan or the Director Plan.

(g) Upon a Change in Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than two business days following the date of such Change in Control, notify the Trustee in writing that a Change in Control has occurred, (ii) as soon as possible, but in no event more than two business days following the date of such Change in Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets under the Trust at such time equals 125% of the total amount credited to all Accounts under the Supplemental Profit Sharing Plan and the Director Plan as of the date on which the Change in Control occurred, and (ii) on and after the date of the Change in Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the assets at an amount equal to 125% of the total amount credited to all Accounts under the Supplemental Profit Sharing Plan and the Director Plan.

Notwithstanding the preceding provisions of this Section 1(g), such funding after a Change in Control shall be prohibited if the Change in Control occurs in connection with a change in the Company’s financial health, within the meaning of Internal Revenue Code Section 409A(b)(2).

(h) Notwithstanding any provision of this Agreement to the contrary, the Company shall not contribute funds to the Trust during any “restricted period,” as defined in Internal Revenue Code Section 409A(b)(3)(B), in relation to a single-employer defined benefit pension plan sponsored by the Company or any affiliate in a “controlled group” with the Company under Internal Revenue Code Section 414(b) and (c).

(i) Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel deposits to the Trust.

2. Payments to Plan Participants and their Beneficiaries

(a) The administrative committee appointed by the Company (“Plan Committee”) shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries) or that provides other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule and will provide the services identified in Exhibit C (“Benefit Payment Services”). The Company shall provide the Trustee with written instructions as to the aggregate amount of any federal, state and local taxes that may be required to be withheld with respect to the payment of benefits from the Trust, and the Trustee shall remit such amounts to the Company for payment and reporting to the appropriate taxing authorities by the Company.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by the Plan Committee or such party as it shall designate under the Plan(s) (which party shall not be the Trustee), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan(s).

(c) The Company or the Plan Committee shall provide the Trustee with the data listed in Exhibit D in a format reasonably acceptable to the Trustee before the cut-off times specified in Exhibit D. The Company and the Plan Committee

Rabbi Trust – December 2010 Page 2

shall be solely responsible for the accuracy of the data provided to the Trustee.

(d) The Plan Committee shall review promptly any reports relating to the Benefit Payment Services produced by the Trustee for accuracy and completeness and after such review, shall bear the responsibility for the contents of reports (including but not limited to past and future periodic payments to participants and their beneficiaries). The Company shall pay the Trustee a reasonable fee for correcting any report which is incorrect due to the Trustee being provided inaccurate information. The Trustee shall have no Liability, as hereinafter defined, to the Company, the Plan Committee, any participant or beneficiary, or governmental agency or entity, including, without limitation, for the collection of, or any claim, lawsuit, penalties, consequential damages or reimbursement to the Plan or participant(s) or beneficiary(ies) arising out of any past or future incorrect payments, or past or future overpayments made to a participant or beneficiary or erroneous information reports filed with any party or governmental agency or entity in the event that the Company or Plan Committee fails to notify the Trustee of any errors in any such reports within sixty (60) days after receipt thereof.

(e) Subject to the provisions of Article 12, the Trustee’s Liability with respect to any one incident or any series of related incidents with respect to the Benefit Payment Services pursuant to this Section 2 shall be limited to an amount not in excess of one quarter of the annual fee paid for such Benefit Payment Services.

(f) The Company may make payment of benefits directly to its Plan participants or their beneficiaries as they become due under the terms of the Plan(s), in lieu of payment from the Trust. In such event, the Company may direct the Trustee to reimburse the Company for its payment of Plan benefits or other expenses paid by the Company upon the Company’s written certification that it has made such payment and the amount to be reimbursed. The Trustee shall notify the Company where principal and earnings are not sufficient to comply with the Company’s specific payment instructions.

(g) The Trustee shall have no duty to question the propriety of any direction of the Company to make payments, reimbursements or transfers, to account for funds retained in or disbursed from any accounts to which payments or transfers are made, to see to the application of payments, reimbursements or

transfers, or to ascertain whether the Company’s directions to make payments, reimbursements or transfers comply with the terms of the Plan(s). The Trustee shall not incur any Liabilities hereunder and shall be fully protected by the Company against any Liabilities from its making payments, reimbursements or transfers pursuant to the Company’s direction or failure to make any payments, reimbursements or transfers in the absence of directions if the Trustee’s action or inaction, as the case may be, is not the result of the Trustee’s fraud, negligence, or willful misconduct.

(g) Any provision of this Agreement to the contrary notwithstanding, upon and after a Change in Control, the Trustee shall make payments to Plan participants or their beneficiaries in accordance with the direction of the Independent Committee rather than the Plan Committee, regardless of whether the Trustee has received a Payment Schedule or any other form of direction from the Plan Committee to make such payments. In this case, the Trustee shall not make any payments until thereafter instructed by the Independent Committee.

3. Appointment of Independent Committee.

(a) Any provision of this Agreement to the contrary notwithstanding, upon a Change in Control, the Independent Committee shall:

(1) determine the amount of the irrevocable contributions to be made pursuant to Section 1(g) hereof;

(2) determine in accordance with the Plans the amounts payable with respect to each Plan participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof;

(3) determine the entitlement of Plan participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof;

(4) direct the Trustee to make payments to Plan participants and their beneficiaries pursuant to Section 2 hereof; and

(5) select a successor trustee for the Trust if the Trustee resigns or is removed on or after the date of a Change in Control pursuant to Section 12.(b).

Rabbi Trust – December 2010 Page 3

4. Trustee Responsibility Regarding Payments to Trust Beneficiary When the Company Is Insolvent

(a) The Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1) The Plan Committee and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Company’s participants or their beneficiaries.

(2) Unless the Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether an Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency. The Trustee shall not be considered to have knowledge or received notice of an Company’s Insolvency unless and until the knowledge or notice is actually received by:

(i) The individual, or his successor, last identified in writing by the Trustee as the proper party to receive notices; or

(ii) The individuals held out to the Company as being responsible for the day to day administration of this Agreement; or

(iii) The manager of the department in which the individuals described in Subsection (ii) above perform their duties with respect to this Agreement.

(3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors. Nothing in this Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plan(s) or otherwise.

(4) The Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 4(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the Payment Schedule for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.

5. Payments to the Company

To the extent that the Plan Committee at any time determines, based upon information provided to the Committee by the Trustee, that the value of the assets under the Trust exceeds 125% of the amounts credited to Plan Accounts for which the Company is liable as of the most recent valuation date plus any deferrals or contributions made since that date, upon the written direction of the Plan Committee, the Trustee shall pay such amounts as directed in writing to the Company upon receipt of written request therefor; provided, however, that no such payment of excess assets to the Company shall be directed on or after the date of a Change in Control without the written approval of two-thirds of the participants who maintain an Account pursuant to a Plan, as determined by the Independent Committee and confirmed by the Independent Committee in writing to the Trustee.

Except as provided in (i) Section 2(a) with respect to remittance to the Company of withheld taxes, (ii) Section 2(e) with respect to reimbursement to

Rabbi Trust – December 2010 Page 4

the Company of benefits paid directly to the Plan participant or his or her beneficiary and expenses paid by the Company, (iii) the above provisions of this Section 5 with respect to excess funding; and (iv) Section 17 with respect to amendment and termination the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan(s). The Trustee shall not be required to independently determine whether all benefit payments have been made to Plan participants and beneficiaries pursuant to the terms of the Plan(s) and may rely upon written notification to such effect as provided by the Company.

6. Investment Authority

(a) The Trustee shall have no discretion or authority with respect to the investment of Trust assets, but shall act solely as a directed Trustee, and shall invest and reinvest the principal and income of the Trust and keep the Trust invested in such investments as directed by the Company or one or more investment managers appointed by the Company in accordance with Section 6(b); provided, however, that on and after the date of a Change in Control, the Independent Committee, rather than the Company, shall have the sole authority to direct the Trustee with regard to the investment of Trust assets. The Trustee shall have no duty to question any action or direction or failure to give directions of the Company or any duly appointed investment manager as to the investment, reinvestment, management, disposition or distribution of Trust assets. To the extent necessary to carry out the directions of the Company or any duly appointed investment manager, the Trustee is authorized and empowered, but not by way of limitation, with the following powers, rights and duties:

(1) to invest any part or all of the Trust without distinction between principal and income and in such securities or any kind of property, real or personal, wherever situated, including, but not limited to, common or preferred stocks, warrants, rights, securities of any open-end or closed-end management type investment company or investment trust registered under the Investment Company Act of 1940, as amended (including any such investment company or investment trust to which the Trustee or an affiliate provides services and/or from which it receives fees as investment advisor, custodian, transfer agent or sub-transfer agent, registrar, administrator or sub-administrator,

or in any other capacity), exchange funds, real estate investment trusts, limited partnerships, venture capital funds, private equity investments, closely held companies, and corporate or government bonds, notes, debentures and other evidence of indebtedness or ownership.

(2) to invest and reinvest or otherwise deposit the Trust assets in savings accounts, time deposit accounts, certificates of deposit, money market funds, or other evidences of deposit issued by the Trustee and/or any other national bank, savings and loan institution, state member bank, state non-member bank, or other depository institution, including any such entity which now or in the future is an affiliate of the Trustee.

(3) to retain in cash or cash equivalents so much of the Trust as may be required for liquidity needs of the Plan(s) and to deposit any such cash held in the Trust with any bank or savings institution, including its own banking department, without liability for interest on such cash deposits.

(4) to exercise any exchange privileges, conversion privileges and conversion rights available under any security or other property held in the Trust; consent to or dissent from the reorganization, consolidation, merger or the readjustment of the finances of, or the sale, mortgage, pledge, or lease of the property of any entity that has issued any security held in the Trust; deposit any securities or other property held in the Trust with any protective, reorganization, or similar committee and delegate discretionary power to that committee; do any other act in connection with matters described in this Section, including exercising options, making agreements or subscriptions, or paying expenses, assessments, or subscriptions which the Trustee believes is necessary or advisable.

(5) to vote any stock or other security and exercise any right appurtenant to any stock, security or other property held in the Trust, either in person or by general or limited proxy, power of attorney or other instrument.

(6) to settle, compromise, or submit to arbitration any claims, debts or damages due to or owing from the Trust, commence and defend suits or legal proceedings and represent the Trust in all suits or legal proceedings, except that the Trustee may not exercise any of the powers referred to in this Subsection without the consent of the Company if the matter relates solely to the rights or status under the Plan(s) of a participant or beneficiary or any other person.

Rabbi Trust – December 2010 Page 5

(7) to manage, operate, repair, or improve and collect the income from any real or personal property held in the Trust.

(8) to renew or extend, or participate in the renewal or extension of, any debt owing to the Trust and agree to a reduction in the rate of interest on any such debt or to any other modifications or changes to the terms of any mortgage or of any guarantee pertaining thereto; waive any default whether in the performance of any covenant or condition of any evidence of any debt or mortgage or in the performance of any guarantee or to enforce any rights available to the Trustee because of any default; exercise and enforce any and all rights of foreclosure, bid in property on foreclosure, take a deed in lieu of foreclosure, with or without consideration, and release the obligation on any note or other evidence of debt secured by that mortgage; and exercise and enforce in any action, suit or other proceeding at law and in equity any rights or remedies in respect to any such debt, mortgage or guarantee.

(9) to hold securities in bulk or bearer form, or deposit them with any central depository authorized under applicable law, in its own name or in the name of a nominee without the addition of words indicating that the property is held in a fiduciary capacity.

(10) to join in or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties, including those in which it is interested as Trustee.

(11) to make, execute and deliver, as Trustee, with or without providing for no individual liability on behalf of the Trust, any and all conveyances, mortgages, contracts, waivers, releases, leases, assignments, powers of attorney or other written instruments considered necessary and appropriate in the administration of the Trust.

(12) to lend securities to banks and broker-dealers approved by the Company, consistent with regulations issued by applicable regulatory authorities, and under the terms of a written agreement between the Company and the Trustee.

(13) except as otherwise provided in this Agreement or under applicable law, execute all instruments, engage in all proceedings and exercise all rights, powers and privileges considered necessary and appropriate to discharge the purposes of this Agreement.

(b) The Company may appoint one or more investment managers (“Investment Managers”), pursuant to a written investment management agreement describing the powers and duties of the Investment Manager, to direct the investment and reinvestment of all or a portion of the Trust. The Company shall furnish the Trustee with written notice of the appointment of each Investment Manager hereunder in the form as provided by the Trustee and of the termination of any such appointment and shall cause each Investment Manager to provide the Trustee with written certification of its capacity in the form as provided by the Trustee. Such notice shall specify the assets which shall constitute the Investment Account. The Trustee shall be fully protected in relying upon the effectiveness of such appointment and the Investment Manager’s continuing satisfaction of the requirements set forth above until it receives written notice from the Company to the contrary.

(c) Any instructions received from the Company or an Investment Manager under this Section will remain in effect and will be binding until they are revoked or amended in writing or otherwise in accordance with the Trustee’s prescribed procedures and delivered to the Trustee. The Trustee is not responsible for the propriety of any directed investment, will not be required to consult with or advise the Company or Investment Manager regarding the investment quality of any directed investment, and shall have no obligation to review or make recommendations with respect to any investment made at the direction of the Company or Investment Manager. The Trustee will retain custody of any securities or other property acquired as a result of any investment directions received from the Company or Investment Manager until the Company or Investment Manager, as the case may be, directs the Trustee, in writing or otherwise in accordance with prescribed procedures, to dispose of them.

(d) The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by the Company. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants.

The Company shall have the right, at any time, and from time to time in its sole discretion, to substitute assets acceptable to the Trustee of

Rabbi Trust – December 2010 Page 6

equal fair market value for any asset held by the Trust; provided, however, that on and after the date of a Change in Control, any assets transferred to the Trust in substitution for assets held by the Trust must consist of cash or marketable securities acceptable to the Independent Committee and the fair market value of the respective assets shall be determined by the Trustee. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.

7. Disposition of Income

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

8. Proxies

(a) The Trustee will monitor information distributed to holders of securities or other property about upcoming shareholder meetings, promptly notify the applicable Investment Manager (or the Company in the case of a Company directed account) of such information and, subject to Section 7(c), act in accordance with the instructions of the Investment Manager (or the Company, as the case may be) in relation to such meetings (the “Proxy Voting Service”).

(b) The Proxy Voting Service is available only in certain markets, details of which are available from the Trustee on request. Provision of the Proxy Voting Service is conditional upon receipt by the Trustee of any additional documentation that may be required for certain markets.

(c) The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by the Trustee on a case by case basis.

(d) The Company acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to:

(i) the securities or other property being on loan or out for registration;

(ii) the pendency of conversion or another Corporate Action (as hereinafter defined);

(iii) the securities or other property being held in a margin or collateral account at the Trustee or

another bank or broker, or otherwise in a manner which affects voting;

(iv) local market regulations or practices, or restrictions by the issuer; and

(v) the Trustee being required to vote all shares held for a particular issue for all of the Trustee’s customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, the Trustee will notify the applicable Investment Manager (or the Company in the case of a Company directed account).

9. Corporate Actions

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matters with respect to any securities or other property that requires discretionary action by the Trust Fund, but does not include rights with respect to class action litigation or proxy voting.

(a) The Trustee will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. The Trustee also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. The Trustee will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the applicable Investment Manager (or the Company in the case of a Company directed account). The Trustee does not commit, however, to provide information concerning Corporate Actions relating to securities or other property being held at the applicable Investment Manager’s (or the Company’s, as the case may be) request in a name not subject to the control of the Trustee.

(b) The Trustee will act in accordance with the instructions of the Investment Manager (or the Company, as the case may be) in relation to such Corporate Actions. If the Investment Manager (or the Company, as the case may be) fails to provide the Trustee with timely instructions with respect to any Corporate Action, neither the Trustee nor its nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by the Trustee and the applicable Investment Manager (or the Company, as the case may be) or as may be set forth by the Trustee as a default action in the notification it provides under Section 8(a) with respect to that Corporate Action.

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(c) In the event that, as a result of holding of securities or other property in an omnibus account, the Trust receives fractional interests in securities or other property arising out of a Corporate Action or class action litigation, the Trustee is directed to credit the Trust Fund with the amount of cash the Trust Fund would have received had the securities or other property not been held in an omnibus account, and the Trust Fund shall relinquish to the Trustee its interest in such fractional interests. If some, but not all, of an outstanding class of securities or other property is called for redemption, the Trustee may allot the amount redeemed among the respective beneficial holders of such class of securities or other property on a pro rata basis or in a similar manner the Trustee deems to be fair and equitable.

10. Class Action Litigation

(a)(i) Any notices received by the Trustee’s corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying securities or other property will be promptly notified to the Company if the Trustee, using reasonable care and diligence in the circumstances, identifies that the Trust Fund was a shareholder and held the relevant securities or other property in the Trust Fund with the Trustee at the relevant time. The services set forth in this Section 9 are available only in certain markets, details of which are available from the Trustee on request.

(ii) Except as otherwise provided in this Section 9, the Trustee will provide the following administrative services with respect to notifications of securities class actions that the Trustee may receive from time to time with regard to the Trust Fund’s accounts:

(A) preparing and submitting claims and supporting documentation on the Trust’s behalf in respect of securities class action notifications relating to the securities held in the Trust Fund’s Accounts during the relevant class period;

(B) responding to inquiries from claims administrators arising from the Trust’s participation in securities class actions and making changes to the filings of claim forms as needed to address such inquiries. Where additional information is required to make such changes, the Trustee will promptly contact the Company;

(C) communicating with claims administrators from time to time, in the Trustee’s discretion, with regard to the status of the Trust Fund’s claims; and

(D) crediting the Trust Fund upon receipt of claim proceeds from the claims administrator.

(ii) Schedule 1 lists those markets, types of securities class actions and limitations, if any, under which the Trustee provides the class action services under this Section 9. The Trustee may from time to time, in the Trustee’s discretion, modify such Schedule upon notice to the Company.

(iv) Except as otherwise expressly agreed by the parties, the services shall only be provided in respect of securities class action notifications listed on Schedule 1.

(v) When the Trustee completes and files claim forms or other documentation on the Trust Fund’s behalf, the Trustee shall be acting solely in a clerical capacity as the Company’s agent and shall not be a fiduciary to the Plan with respect to the performance of the services in the Section 9, even though, in its capacity as trustee, it may act separately as a fiduciary. The Trustee is not making any representation or warranty as to the advisability of the Trust participating in the securities class action; the Trustee is not representing any view of the Trustee in relation to the securities class action; and the Trustee is not making any representation or warranty as to the likely outcome of any class action, participation in which is wholly at the Company’s request and for the Trust Fund’s risk.

(vi) The Trustee will not file claims in respect of the Trust Fund’s securities transactions whilst such securities were held at other trustees or custodians or in a name that was not under the control of the Trustee during the relevant class period unless otherwise agreed in writing. If the Company so requests the Trustee to include such transactions, the Company represents that such information provided to the Trustee is true, correct and complete and agrees to indemnify and hold the Trustee harmless from any and all liabilities that may result from such transactions.

(vii) The Trustee shall not be obliged to file a claim or take any action in any securities action where the Trustee reasonably determine such securities class action proceeding does not conform with the standards or market practices prevailing in the relevant market.

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(viii) The Trustee shall not be obliged to file a claim or take any action in any securities class action where such securities class action would require the Trustee to file a claim in its own name due to applicable law, regulation or market practice in the relevant market. The Trustee will promptly inform the Company in writing each time such a situation arises.

(b)(i) When the Trustee has received in accordance with market practice a securities class action notification, the Trustee shall, as contemplated by this Agreement, research records of accounts to identify the Trust’s interest, if any, with respect to any such securities class action notification and shall notify the Committee of the same by posting such notice on the Trustee’s website.

(ii) The Company shall instruct the Trustee prior to its standard cut-off time whether the Committee disagrees with any of the information provided by the Trustee under Clause 2(a) or if the Company does not wish the Trustee to proceed with filing a claim on the Trust’s behalf, as applicable in such market.

(iii) Except with respect to securities issued by the Company, unless the Trustee has received Instructions not to file a claim on the Trust’s behalf at its central securities class actions department by the cut-off time, the Trustee shall, to the extent applicable in such market, be under standing instructions to complete and file the required claim forms for the particular securities class action with the claims administrator. The Trustee will not file claims in respect of securities issued by the Company but will assist the Company in completing any documentation reasonably necessary for the Company to file such claim.

(iv) The Trustee shall present with the claim any supporting information that the Trustee has in its possession and that is required as part of the filing as set out in the securities class action notification. The Trustee shall be authorized to disclose such information regarding the Trust Fund as may be reasonably required to complete and file claims on the Trust’s behalf.

(c)(i) The Company will provide the Trustee with such information and documentation as the Trustee may reasonably require in connection with the services under this Section 9.

(ii) The Company acknowledges that in relation to any securities class action it is important that only one claim is filed on the Trust’s behalf in respect of a custodial holding or

securities transaction. If, in the same securities class action, multiple claims are submitted on the Trust’s behalf for the same custodial holding, then all such claims might be rejected by the claims administrator. Therefore, where a claim is to be submitted by the Trustee as set out in a notification, as provided by this authorization, no other party should submit a claim on the Trust’s behalf for the same custodial holding or securities transaction in the same securities class action and the Trustee shall have no duty to check whether any other claims have been filed by any third party on the Trust’s behalf in the same securities class action. Subject to Subsection (d) the Trustee will have no responsibility in the event that a claim is rejected on the basis that a duplicate claim has been filed by the Company or another party.

(iii) Should the Company engage a third party to make a claim on the Trust’s behalf in respect of a custodial holding or securities transaction with the Trustee, the Company shall be responsible for instructing the Trustee not to file a claim on the Trust’s behalf by the deadline referred to in the relevant notification.

(d) In the event that the Trustee is notified by the claims administrator that it has rejected a claim, the Trustee will use reasonable endeavors to contact the Company and discuss, in good faith, how to cure the rejected claim, if possible.

(e) The Company agrees that the Trustee’s annual aggregate liability with respect to losses arising out of the Additional Services provided under this Schedule (whether for breach of contract, tort, or otherwise, but excluding losses caused by fraud, negligence, or willful misconduct on the part of the Trustee) that may be incurred during any calendar year shall not exceed USD 100,000 and that this shall be the Company’s and the Trust’s exclusive remedy. No action, regardless of form, arising out of or pertaining to the Additional Services may be brought more than six years after the cause of action has accrued.

11. Records; Annual Account

The Trustee shall maintain appropriate records pertaining to administration of the Trust and the Trust Fund and any other records that the Company requests and which the Trustee agrees to maintain. At any time during the Trustee’s normal business hours, the Company or any person designated by the Company may audit and inspect the accounts, books and records of the Trustee maintained in connection with the

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Trust Fund. Within 90 days following the close of each fiscal year of the Trust and within 90 days following the effective date of the removal or resignation of the Trustee or termination of the Trust, the Trustee shall file with the Company a written accounting of all Trust Fund transactions since the most recent report was filed. The Company may approve this accounting by giving written notice of approval to the Trustee. The Company will be deemed to have approved any accounting to which it has not objected by giving the Trustee written notice of its objection within 60 days after receiving the accounting. If the Company approves the accounting in writing (or fails to object, in writing, within 60 days after receiving the accounting), the Trustee shall be released and discharged as to all items, matters and things included in that accounting (except as to any item, matter or thing that (i) is attributable to the Trustee’s fraud, gross negligence, criminal violation, or willful misconduct, or (ii) could not have been discovered by a reasonably diligent review of the accounting). The Trustee also may have its accounts settled by judicial proceedings. In such event, only the Trustee and the Company shall be necessary parties although the Trustee, in its discretion, may join as defendants any other person or persons who may have or claim an interest in the Trust Fund. Except as otherwise provided by applicable law, only the Company may require the Trustee to prepare an accounting under this Section or may institute an action or proceeding against the Trustee with respect to any accounting delivered under this Section.

12. Responsibility of Trustee

(a) The Trustee shall perform those duties under this Agreement that constitute it as a fiduciary under ERISA in accordance with the standard of care set forth in Section 404(a) of ERISA; the Trustee shall exercise reasonable care with respect to its remaining duties and obligations under this Agreement.

(b) The Trustee shall not be required to defend any suit or other action against the Trust Fund unless it holds assets in the Trust Fund sufficient for, or has been indemnified to its satisfaction for, its reasonable counsel fees, costs, disbursements and all other reasonable associated expenses and liabilities to which it may, in its judgment, be subjected on account of that suit or other action. The Trustee may seek reimbursement for such expenses from the Company as described in Section 13(a) or

may apply any asset of the Trust Fund to meet those expenses and liabilities.

(c) The Trustee has the right, but not the obligation, to consult with counsel of its own choosing, who also may be counsel for the Trustee or the Company, and to act or decline to act in accordance with such counsel’s advice. The Trustee may also act or decline to act in accordance with the opinion or determination of the Company’s auditor with respect to matters within the authority of the auditor. To the extent permitted by law, the Trustee shall have no Liability in any respect for any action taken, suffered or omitted in good faith by the Trustee either in accordance with the advice of counsel chosen by the Trustee, or in accordance with any opinion of counsel to the Company addressed and delivered to the Trustee, or in accordance with the opinion or determination of the Company’s auditor provided that the Trustee reasonably took or omitted to take action pursuant to such advice.

(d) The Trustee may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, Corporate Actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities or other property). Provided that the Trustee satisfies the applicable standard of care under Section 11(a) of this Agreement in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

(e) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. The Trustee shall not be liable for any acts or omissions of any such person provided that the Trustee selects and supervises that person in accordance with the standard of care set forth in Section 11(a) of this Agreement.

(f) Subject to the terms of this Agreement, the Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if the Trustee agrees to hold an insurance policy as an asset of the Trust, the Trustee shall have no responsibility to review the policy or the creditworthiness of the issuer thereof at any time or from time to time or to

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determine the amount of premium to be paid, and no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. The Company may make premium payments directly to the insurance carrier with respect to any insurance policy held as an asset of the Trust.

(g) Each direction, notice, request, or approval by the Company (whether or not certified to the Trustee in writing) shall constitute a certification by the Company to the Trustee that such direction conforms with the Plan(s) and applicable law.

(h) The Trustee shall not be under any duty to require payment of any contributions to the Trust, or to see that any payment made to it is computed in accordance with the provisions of the Plan(s), or otherwise be responsible for the adequacy of the Trust to meet and discharge any liabilities under the Plan(s).

(i) Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

(j) Unless otherwise specifically required by this Agreement, directives, instructions and other communications under this Agreement or relating to the Trust Fund (including, without limitation, instructions regarding the investments of the Trust Fund and directions to make benefit payments and other disbursements) must be provided in writing or by telex, fax or facsimile transmission, bank wire or other teleprocess or electronic or trade information system acceptable to the Trustee.

(k) “Security Procedure” means security procedures to be followed by the Company upon the issuance of an instruction and/or by the Trustee upon the receipt of an instruction, so as to enable the Trustee to verify that such instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties.

A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by the Trustee from time to time upon notice to the Company. The Company acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of the Trust through any third party utility agreed upon by the parties as being a method for providing instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized instruction.

(l) The duties and obligations of the Trustee shall be limited to those expressly imposed upon it by this Agreement or subsequently agreed upon by the parties in writing, notwithstanding any reference herein to the Plan(s), or to the provisions thereof, it being expressly agreed that the Trustee is not a party to the Plan(s). The Trustee has no responsibility for the application of the terms or administration of the Plan(s), including, without limitation, the determination of matters relating to the eligibility of any employee to become a participant or remain a participant, the amount of benefit which a participant or beneficiary is entitled to receive, whether a distribution to a participant or beneficiary is appropriate, or the size and type of any insurance policy to be purchased from any insurer for any participant; the Company has these responsibilities under the Plan(s).

13. Indemnification

(a) The Company shall indemnify and hold harmless the Trustee, its affiliates, and their respective nominees, directors, officers, employees and agents (each an “Indemnified Person”) from and against any and all Liability to which any Indemnified Person may be subjected as a result of this Agreement or the Trustee’s performance of services hereunder, including, but not limited to, any Liability arising from (i) any action or failure to act resulting from compliance with proper instructions of the Company or any other person authorized by the Company to give directions to the Trustee, or (ii) by reason of any breach of any statutory or other duty owed to the Plan(s) or Plan participants by the Company, or any of its officers, directors, employees, or agents; provided that the Trustee does not participate knowing in, or knowingly undertake to conceal, any act or omission of any such person acting as

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a fiduciary to the Plan(s), knowing such act or omission to be a breach of fiduciary responsibility by such person.

(b) The Trustee, its affiliates, and their officers, agents and employees may bring action against the Company to contribute to the satisfaction of any Liability to the extent that the Liability (i) is not subject to indemnification under Subsection (a);and (ii) is caused by the culpable conduct of the Company or any of its affiliates or agents, including but not limited to, any Investment Manager.

(c) The Trustee will be liable for the Trust’s or the Company’s direct damages to the extent they result from the Trustee’s fraud, negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances will the Trustee be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, the Trustee’s performance under this Agreement, or the Trustee’s role as trustee. In addition, the Trustee shall reimburse the Company and the Committee (collectively, the “Company Indemnitees”) for any other Liability payable by the Company Indemnitees to a third party to the extent such Liability is determined by a final, unappealable judgment of a court of competent jurisdiction to be attributable to the Trustee’s negligence, fraud, or willful misconduct, provided, however, that the Trustee shall not be obligated to reimburse any Company Indemnitee for Liability that constitute consequential, special or incidental damages of any party and provided further that the Company Indemnitees have taken reasonable steps to mitigate damages.

(d) The foregoing rights of indemnification and contribution shall not supersede any common law or equitable rights or remedies which may be available.

(e) For purposes of this Agreement, “Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on the Trustee’s income) or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

(f) The provisions of this Section 13 shall survive the termination of this Agreement.

14. Compensation and Expenses of the Trustee

(a) The Trustee shall be paid such reasonable compensation as shall from time to time be agreed upon by the Company and the Trustee. Such compensation and all reasonable and proper expenses of administration of the Trust, (including, without limitation, counsel fees and legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers, or their agents) shall be withdrawn by the Trustee out of the Trust Fund unless paid by the Company, but such compensation and expenses shall be paid by the Company if the same cannot by operation of law be withdrawn from the Trust Fund. All payments under this Article 13 may be made from the Trust Fund without approval of or instructions from the Company in the event that the Company have not paid the same or notified Trustee in writing of their intent to pay by the billing period subsequent to the charge. If the Company disputes an invoice it shall nevertheless pay, or allow the Trustee to deduct on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. The Trustee shall be entitled, as an additional part of its compensation under this Agreement, to the earnings derived from use of funds (“float”) that may be held (i) as uninvested trust cash, (ii) with respect to failed securities transactions or (iii) in demand deposit or other non-interest bearing accounts established for the payment of benefits or Plan disbursements or that are otherwise maintained for similar purposes in administering the Trust Fund. The float period for (i) disbursements commences one to five business days after a check for the payment of such benefits or Plan disbursements is mailed and ends on the date the check is presented to the Trustee for payment; (ii) failed securities transactions commences on the contractual settlement date and ends on the date the transaction is settled or cancelled at the direction of the Investment Manager (or the Company in the case of a Company directed Account, as applicable); and (iii) uninvested cash commences when such cash is received and ends on the date such cash is invested pursuant to instructions. Float is generally earned at the federal funds rate.

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(b) The Trustee is authorized to advance cash or securities to effect the orderly processing and settlement of securities and other financial market transactions and the distribution of funds from the Trust in accordance with the Trustee’s established settlement policies and procedures for overdraft protection services. The Trustee shall be entitled to immediate repayment of any such advanced funds plus the Trustee’s customary overdraft charges and shall bear interest at the applicable rate charged by the Trustee from time to time, which, as of the date of this Agreement, is the Federal Funds rate plus two hundred basis points, for such overdrafts, from the date of such advance to the date of payment. Whenever such an advance is made, the Trustee shall have a security interest in and a lien on the securities or other property to the extent and for the duration of such advance until repaid and all the rights of a secured party under the New York Uniform Commercial Code. Except with respect to real estate and deferred capital contributions to investments in alternative assets, securities or other property shall not be subject to any encumbrance or security interest that has priority over the security interest, lien and rights of set off granted to the Trustee under this Agreement over securities or other property, to secure fees and charges in the ordinary course of business (including costs of purchases of securities or other property) or returned items and charge backs in the ordinary course of business. The Company undertakes that it will not create or permit to subsist any such encumbrance or security interest to the extent provided in this Subsection (b) over such securities or other property. The Trust shall be deemed to be in default with respect to any such overdraft upon the occurrence of any event with respect to the Company of the type specified in section 365(e)(1) of the U. S. Bankruptcy Code, as amended from time to time.

(c) Without prejudice to the Trustee’s rights under Applicable Law, the Trustee may set off against any indebtedness any amount standing to the credit of any of the Company’s or Trust Fund’s accounts (whether deposit or otherwise) with any Trustee branch or office or with any Affiliate of the Trustee. For this purpose, the Trustee shall be entitled to accelerate the maturity of any fixed term deposits.

15. Resignation and Removal of Trustee

(a) The Trustee may resign at any time by giving written notice to the Company at least 60 days before its effective date unless the Company and the Trustee agree to reduce this period.

(b) The Company may remove the Trustee at any time by giving written notice to the Trustee at least 60 days before its effective date unless the Company and the Trustee agree to reduce this period.

(c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, the resigning or removed Trustee shall transfer and deliver all assets to the successor Trustee after reserving such reasonable amount as it shall deem necessary to provide for any expenses and payments then chargeable against the Trust Fund for which the Trust Fund may be liable, or for payment of the retiring Trustee’s fees and expenses in connection with the settlement of its account or otherwise. If the assets so withheld shall be insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor Trustee, or shall deliver the excess to the successor Trustee, as the case may be.

(d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 15 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

16. Appointment of Successor

(a) If the Trustee resigns or is removed in accordance with Section 14(a) or (b) hereof, the Company may appoint as successor any third party, such as a bank trust department or other party that may be granted corporate trustee powers; provided, however, that if the Trustee resigns or is removed on or after the date of a Change in Control, the Independent Committee shall select a successor trustee in accordance with this Section 16. The appointment of a successor shall be effective when accepted in

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writing by the new trustee, who shall have all of the rights and powers of the former trustee, including ownership rights in the Trust assets. The former trustee shall execute any instrument necessary or reasonably requested by the Company or the successor trustee to evidence the transfer.

(b) The successor trustee need not examine the records and acts of any prior trustee, and may retain or dispose of existing Trust assets, subject to Sections 10 and 11 hereof. The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event or any condition existing at the time it becomes successor trustee.

(c) Any corporation into which the Trustee or any successor corporate trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee or any successor trustee may be a party, or any corporation to which all or substantially all the trust business of the Trustee or any successor trustee may be transferred, shall thereupon become and be the trustee of the Trust with the same effect as though specifically so named and without the filing of any instrument or performance of any further act.

17. Amendment or Termination

(a) This Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, (i) no such amendment shall make the Trust revocable, and (ii) this Trust Agreement may not be amended on or after the date of a Change in Control without the written consent of a majority of the participants in the Plans.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s). Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company.

Upon written approval of all of the participants (including any beneficiaries of deceased participants entitled to payment of benefits pursuant to the terms of the Plans) (as determined solely by the Company), the Company may notify the Trustee

of such written approval and direct the Trustee to terminate this Trust prior to the time all benefit payments under the Plans have been made. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company.

18. Miscellaneous

(a) Any provision of this Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law rules, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction Company may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Company shall not claim, and it hereby irrevocably waives, such immunity.

(d) The Company shall certify to the Trustee the names and specimen signatures of those

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persons entitled to act on behalf of the Company or any affiliate of the Company who adopts the Plan pursuant to subsection (i) below (an “Employer”) (in the form as provided by the Trustee) (“Authorized Persons”). Such certificates will be conclusive proof of the authority of those named until the Trustee is provided with a subsequent certificate stating that such authority is withdrawn. The Trustee may rely upon any instrument, certificate or document it reasonably believes to be genuine and to have been signed or presented by an authorized person. The Trustee shall not be required to inquire into or to determine the validity of the Plan(s), this Agreement or any other document, instruction or authorization which it believes to be genuine, or their proper execution or adoption by the Company.

(e) The Company, or its designated agent, are responsible for the timely and accurate provision of any necessary information to the Trustee to enable the Trustee to perform its duties hereunder, including, but not limited to information relating to distributions to participants. The Trustee shall not be responsible for the completeness and accuracy of the material and information provided to it under this Agreement.

(f) The terms and conditions, procedures, and rights and obligations of the parties with respect to the Trustee’s provision of record keeping, funds transfer, depository, banking, and other services for or on behalf of the Plan(s) or Trust may from time to time be described in and/or subject to separate written procedures, agreements, user guides, service terms or other instruments (“Services Documents”), which are hereby incorporated by reference and made a part hereof. In the event of a conflict between this Agreement and any Services Documents, the provisions of the Services Documents shall control with respect to the subject matter thereof, subject at all times to the provisions of applicable law.

(g) The Trustee will maintain and update from time to time and implement, when necessary, business continuation and disaster recovery procedures with respect to its directed trustee business that it determines from time to time meet reasonable commercial standards. The Trustee will have no liability, however, for any damage, loss, expense or liability of any nature that any Person may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery

(other than on the part of the Trustee or its employees), malfunction of equipment or software (except where such malfunction is primarily and directly attributable to the Trustee’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of the Trustee (including without limitation, the non-availability of appropriate foreign exchange).

(h) In the event that a dispute arises between a Plan participant or beneficiary and the participant’s Employer, the Company or the Trustee with respect to the payment of amounts from the Trust and the participant or beneficiary is successful in pursuing a benefit to which he or she is entitled under the terms of the Plans and this Trust against the participant’s Employer, the Company, the Trustee or any other party in the course of litigation or otherwise and incurs attorneys’ fees, expenses and costs in connection therewith, the participant’s Employer shall reimburse the participant or beneficiary for the full amount of any such attorneys’ fees, expenses and costs.

(i) Upon the written consent of the Company delivered to the Trustee, any other affiliate of the Company that adopts the Supplemental Profit Sharing Plan may become a party to this Trust by delivering to the Trustee a certified copy of a resolution of its board of directors or other governing authority adopting this Trust. For purposes of this Trust, any such affiliate that adopts this Trust with the written consent of the Company shall be an Employer hereunder.

(j) Only the Company and the Trustee are necessary parties to any action arising under or in connection with this Agreement and notice of any action need not be given to any participant, beneficiary or other person claiming an interest in the Trust Fund. However, the Trustee or the Company may join as a defendant any participant, beneficiary or other person claiming an interest in the Trust Fund. Any judgment entered or settlement reached on any matter affecting the Trust Fund will be conclusive upon all persons claiming an interest in the Trust Fund, whether or not they were notified of or joined as a party to the action.

Rabbi Trust – December 2010 Page 15

(k) With respect to Securities and Exchange Commission Rule 14b-2 under the U.S. Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of securities, Trustee is instructed not to disclose the name, address or security positions of the Trust in response to shareholder communications requests regarding the Account.

(l) If the Company has agreed to access information concerning the Trust Fund through the Trustee’s Internet site, the Trustee may make any notifications required under this Agreement, other than notifications pursuant to Section 14, by posting it on the Internet site. Any notices given under Section 14 of this Agreement shall be sent or served by registered mail, nationally recognized delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the signature page of this Agreement, unless notice of a new address is given to the other party in writing. Each party to this Agreement shall notify all other parties of any change in its address in the manner provided in this Section.

(m) Access by the Company and any Investment Manager to certain applications or products of the Trustee via the Trustee’s web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Exhibit E.

(n) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Trustee to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Company acknowledges that Section 326 of the USA PATRIOT Act and the Trustee’s identity verification procedures require the Trustee to obtain information which may be used to confirm the Company’s identity including without limitation the Company’s name, address and organizational documents (“identifying information”). The Company may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. The Company agrees to provide the Trustee with and consents to the Trustee obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by the Trustee.

Rabbi Trust – December 2010 Page 16

IN CONSIDERATION OF THE FOREGOING, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first above written.

Trinity Industries, Inc.		JPMorgan Chase Bank, N.A.
By:	/s/    S. Theis Rice	By:	/s/    Kristin Brown
Name:	S. Theis Rice	Name:	Kristin Brown
Title:	Senior Vice President, Human Resources and Chief Legal Officer	Title:	Vice President, Relationship Management
Address:	2525 Stemmons Freeway	Address:
	Dallas, TX 75207

Company Tax Identification Number:

Rabbi Trust – December 2010 Page 17

EXHIBITS AND SCHEDULES

EXHIBIT A List of Plans Covered by this Agreement

The following plans are each a “Plan” for purposes of this Agreement.

Trinity Industries, Inc. Deferred Compensation Trust

Rabbi Trust – December 2010 Page 18

EXHIBIT B Secretary’s Certificate

[COMPANY]

Secretary’s Certificate

The undersigned does hereby certify that he/she is the duly elected and qualified Secretary of [Company] (the “Company”).

I further certify that the following is a true copy of resolutions duly adopted by the governing body (“Board”) of the Company:

WHEREAS, the Company sponsors one or more non-qualified deferred compensation plans and desire to establish a trust (the “Trust”); and

WHEREAS, the Company desires to appoint a trustee for the Trust, and in connection therewith to enter into a trust agreement; and

WHEREAS, the Board has reviewed a form of trust agreement (together with the exhibits, schedules and ancillary documents) provided by JPMorgan Chase Bank, N.A. (“J.P. Morgan”) for use in connection with the opening of one or more trust accounts and the conduct of such other transactions between the Company and J.P. Morgan as referred to therein. The form of trust agreement had been reviewed by an officer of the Company, and the indemnities given to J.P. Morgan in the trust agreement were noted. The Board considered the form of the trust agreement.

NOW, THEREFORE, IT IS RESOLVED that the Board hereby approves the Company’s amendment and restatement of the provisions of the Trust in the form of trust agreement (together with the exhibits, schedules and ancillary documents) completed in the manner and form presented to the Board.

FURTHER RESOLVED, that J.P. Morgan is appointed as trustee of the Trust effective upon the delivery of the assets of the Trust to J.P. Morgan.

I further certify that the individuals whose names, titles and specimen signatures appear below are duly elected, qualified and acting officers of the Company holding the positions set forth opposite their names, that their signatures as set forth below are true and genuine and that they have been duly authorized by the Board, in accordance with our By-Laws, to execute the trust agreement, tax documents and any related documentation with respect to our trust account(s) with J.P. Morgan.

Name	Title	Signature
––––––––––––––––––––––––––––––––––––	––––––––––––––––––––––––––––––––––	––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––	––––––––––––––––––––––––––––––––––	––––––––––––––––––––––––––––––––––

IN WITNESS WHEREOF, I have subscribed my name this              day of             , 20            .

Secretary

(Affix Seal)

OR

¨ Organization has no Seal

Rabbi Trust – December 2010 Page 19

EXHIBIT C Benefit Payment Services to be Provided by the Trustee

• Issue monthly annuity and lump sum payments either by check or electronic funds transfer (EFT)

• Produce and mail advices for all EFT payments (unless otherwise directed)

• Notify Company regarding all outstanding payments over 90 days

• Supply monthly reporting through InfoWeb

• Supply check photocopies

• In the event of a forged endorsement, make a payment demand for the amount of the item on any honoring bank (and furnish such bank with appropriate documentation for the payment demand). Trustee shall not be required to undertake any recovery litigation.

• Process levies, wage garnishments and other withholding orders as directed the Company.

• Notify the Company of any levy or other withholding order received directly and comply with the same, as directed by the Company.

• As directed by the Company, contest any levy or other withholding order upon the Company’s agreement to indemnify Trustee for its reasonable fees and expenses (including reasonable attorneys’ fees) which it may incur in contesting such levy or other withholding order.

• Make available semi-annual SAS70 or SSAE16 independent auditor controls report, as applicable

• Provide electronic access to plan sponsor and participant applications as listed in Schedule 1 to Exhibit E

Rabbi Trust – December 2010 Page 20

EXHIBIT D Information to be Provided for Benefit Payment Services

Information to be Provided by the Company or Plan Committee

• All payee information and payment direction including:

• Adds, changes and terminations

• Stop and reissue requests

• Photocopy requests

• Authorized signature cards

• Completed Security Administrator Form

• Completed user access application forms, as required

• Funding is required to the custody account at least five business days prior to the benefit payment date or such other date as is notified to the Company or Plan Committee.

Information to be Provided by Trustee

• Cut-off times-As set forth in Trustee’s monthly processing calendar

Rabbi Trust – December 2010 Page 21

EXHIBIT E Electronic Access

1. The Trustee may permit the Company and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the “Products”). The Trustee may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. The Trustee shall endeavor to give the Company reasonable notice of its termination or suspension of access to the Products, but may do so immediately if the Trustee determines, in its sole discretion, that providing access to the Products would violate applicable law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.

2. In consideration of the fees paid by the Company or the Trust Fund to The Trustee and subject to any applicable software license addendum in relation to Trustee-owned or sublicensed software provided for a particular application and applicable law, the Trustee grants to the Company a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products (the “Data”) for the Company’s and the Trust Fund’s internal business use only. The Company may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Company’s Authorized Persons, provided that such use shall be in compliance with the Agreement, including this Exhibit.

3. The Company acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the Internet, and the Company hereby expressly assumes such risks. The Company is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other Internet security software) and personnel necessary for the Company to access and use the Products. All such software must be interoperable with the Trustee’s software. Each of the Company and the Trustee shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

4. In cases where the Trustee’s web site is unexpectedly down or otherwise unavailable, the Trustee shall, absent a force majeure event, provide other appropriate means for the Company or its Authorized Persons to instruct the Trustee or obtain reports from the Trustee. The Trustee shall not be liable for any Liabilities arising out of the Company’s use of, access to or inability to use the Products via the Trustee’s web site in the absence of the Trustee’s gross negligence or willful misconduct.

5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Company hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. The Trustee shall own all right, title and interest in the data reflecting Company usage of the Products or the Trustee’s web site (including, but not limited to, general usage data and aggregated transaction data). The Trustee may use and sublicense data obtained by it regarding the Company’s use of the Products or the Trustee’s website, as long as the Trustee does not disclose to others that the Company was the source of such data or the details of individual transactions effected using the Products or web site.

6. The Company shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.

7. The Company shall promptly and accurately designate in writing to the Trustee the geographic location of its users upon written request. The Company further represents and warrants to the Trustee that the Company shall not access the service from any jurisdiction which the Trustee informs the Company or where the Company has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Company’s behalf, the Company shall obtain from each individual referred to in such document all necessary consents to enable the Trustee to process the data set out therein for the purposes of providing the Products.

Rabbi Trust – December 2010 Page 22

8. The Company will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

9. The Company shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Exhibit.

Rabbi Trust – December 2010 Page 23

SCHEDULE 1

Scope of Services

The following table shows the markets and types of Class Actions for which J.P. Morgan will provide the Services.

MARKET	SETTLED / NOT SETTLED	INSTRUCTION REQUIRED TO PARTICIPATE
U.S.A.	Settled	N

Rabbi Trust – December 2010 Page 24

EX-10.6

Exhibit 10.6

Trinity Industries, Inc. Supplemental Profit Sharing and Directors Fee Trust

Table of Contents

		Page
1.	CONTINUATION OF TRUST		1
2.	PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES		3
3.	TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT		5
4.	PAYMENTS TO THE COMPANY		6
5.	INVESTMENT AUTHORITY		6
6.	DISPOSITION OF INCOME		8
7.	PROXIES		8
8.	CORPORATE ACTIONS		9
9.	CLASS ACTION LITIGATION		9
10.	RECORDS; ANNUAL ACCOUNT		11
11.	RESPONSIBILITY OF TRUSTEE		11
12.	INDEMNIFICATION		13
13.	COMPENSATION AND EXPENSES OF THE TRUSTEE		14
14.	RESIGNATION AND REMOVAL OF TRUSTEE		15
15.	APPOINTMENT OF SUCCESSOR		15
16.	AMENDMENT OR TERMINATION		15
17.	MISCELLANEOUS		16

EXHIBIT A	LIST OF PLANS COVERED BY THIS AGREEMENT	21
EXHIBIT B	SECRETARY’S CERTIFICATE	17
EXHIBIT C	BENEFIT PAYMENT SERVICES TO BE PROVIDED BY THE TRUSTEE	18
EXHIBIT D	INFORMATION TO BE PROVIDED FOR BENEFIT PAYMENT SERVICES	19
EXHIBIT E	ELECTRONIC ACCESS	20
SCHEDULE 1	SCOPE OF SERVICES	22

Rabbi Trust – December 2010 Page i

TRUST FOR NON-QUALIFIED DEFERRED COMPENSATION BENEFIT PLANS OF

TRINITY INDUSTRIES, INC.

This Agreement (“Agreement”) effective as of the              day of             , 20             by and between Trinity Industries, Inc. (“Company”) and JPMorgan Chase Bank, N.A. (“Trustee”);

RECITALS

(A) The Company has adopted the nonqualified deferred compensation Plan(s) as listed in Exhibit A.

(B) The Company has incurred or expects to incur liability under the terms of such Plan(s) with respect to the individuals participating in such Plan(s);

(C) The Company wishes to continue a trust (hereinafter called “Trust”) previously established and wishes to contribute to the Trust assets that shall be held therein, subject to the claims of the Company’s creditors in the event of the Company’s Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan(s);

(D) The Company desires to appoint JPMorgan Chase Bank, N.A. as trustee of the Trust pursuant to resolutions of the Company’s governing body. The Company shall provide the Trustee with a certified copy of such resolutions substantially in the form annexed hereto as Exhibit B;

(E) It is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan(s) as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

(F) It is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan(s);

(G) The Company and the Trustee desire to amend and restate the instrument governing the Trust in its entirety.

AGREEMENT

1. Continuation of Trust

(a) The Company and the Trustee hereby amend and restate the instrument governing the Trust and continue the Trust as the funding vehicle for the Plan, upon the terms and conditions set forth below. “Trust Fund” means all assets held by the Trustee in the Trust under the provisions of this Agreement at the time of reference.

(b) The Trust hereby continued shall be irrevocable by the Company.

(c) The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan(s) and this Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company’s general creditors under federal and state law in the event of the Company’s Insolvency, as defined in Section 3(a) herein.

(e) The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Agreement; provided, however, that each 12-month period ending December 31, the Company shall contribute to the Trust an amount of cash or property at least equal in value to the total amount of deferrals and contributions credited to the

Rabbi Trust – December 2010 Page 1

Accounts of participants employed by the Company pursuant to the Supplemental Profit Sharing Plan during such 12-month period, and the Company shall contribute to the Trust each 12-month period ending December 31 an amount of cash or property at least equal in value to the total amount of deferrals credited to the Accounts of participants pursuant to the Director Plan during such 12-month period. In lieu of all or a portion of the contribution to the Trust required by this paragraph, the Company may make contributions in the form of premium payments on insurance policies that are assets of the Trust in such amount and in such manner as determined by the Company.

The Company may, in its sole discretion, but shall not be obligated to, make additional deposits of cash or other property acceptable to the Trustee in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee for purposes of funding the benefits of certain participants pursuant to any Plan other than the Supplemental Profit Sharing Plan or the Director Plan.

(g) Upon a Change in Control, as defined in the Plans, the Company shall (i) as soon as possible, but in no event more than two business days following the date of such Change in Control, notify the Trustee in writing that a Change in Control has occurred, (ii) as soon as possible, but in no event more than two business days following the date of such Change in Control, make an irrevocable contribution to the Trust in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets under the Trust at such time equals 125% of the total amount credited to all Accounts under the Supplemental Profit Sharing Plan and the Director Plan as of the date on which the Change in Control occurred, and (ii) on and after the date of the Change in Control, make monthly contributions to the Trust in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the assets at an amount equal to 125% of the total amount credited to all Accounts under the Supplemental Profit Sharing Plan and the Director Plan.

Notwithstanding the preceding provisions of this Section 1(g), such funding after a Change in Control shall be prohibited if the Change in Control occurs in connection with a change in the Company’s financial health, within the meaning of Internal Revenue Code Section 409A(b)(2).

(h) Notwithstanding any provision of this Agreement to the contrary, the Company shall not contribute funds to the Trust during any “restricted period,” as defined in Internal Revenue Code Section 409A(b)(3)(B), in relation to a single-employer defined benefit pension plan sponsored by the Company or any affiliate in a “controlled group” with the Company under Internal Revenue Code Section 414(b) and (c).

(i) Neither the Trustee nor any Plan participant or beneficiary shall have any right to compel deposits to the Trust.

2. Payments to Plan Participants and their Beneficiaries

(a) The administrative committee appointed by the Company (“Plan Committee”) shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries) or that provides other instructions acceptable to the Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule and will provide the services identified in Exhibit C (“Benefit Payment Services”). The Company shall provide the Trustee with written instructions as to the aggregate amount of any federal, state and local taxes that may be required to be withheld with respect to the payment of benefits from the Trust, and the Trustee shall remit such amounts to the Company for payment and reporting to the appropriate taxing authorities by the Company.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan(s) shall be determined by the Plan Committee or such party as it shall designate under the Plan(s) (which party shall not be the Trustee), and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan(s).

(c) The Company or the Plan Committee shall provide the Trustee with the data listed in Exhibit D in a format reasonably acceptable to the Trustee before the cut-off times specified in Exhibit D. The Company and the Plan Committee shall be solely responsible for the accuracy of the data provided to the Trustee.

Rabbi Trust – December 2010 Page 2

(d) The Plan Committee shall review promptly any reports relating to the Benefit Payment Services produced by the Trustee for accuracy and completeness and after such review, shall bear the responsibility for the contents of reports (including but not limited to past and future periodic payments to participants and their beneficiaries). The Company shall pay the Trustee a reasonable fee for correcting any report which is incorrect due to the Trustee being provided inaccurate information. The Trustee shall have no Liability, as hereinafter defined, to the Company, the Plan Committee, any participant or beneficiary, or governmental agency or entity, including, without limitation, for the collection of, or any claim, lawsuit, penalties, consequential damages or reimbursement to the Plan or participant(s) or beneficiary(ies) arising out of any past or future incorrect payments, or past or future overpayments made to a participant or beneficiary or erroneous information reports filed with any party or governmental agency or entity in the event that the Company or Plan Committee fails to notify the Trustee of any errors in any such reports within sixty (60) days after receipt thereof.

(e) Subject to the provisions of Article 12, the Trustee’s Liability with respect to any one incident or any series of related incidents with respect to the Benefit Payment Services pursuant to this Section 2 shall be limited to an amount not in excess of one quarter of the annual fee paid for such Benefit Payment Services.

(f) The Company may make payment of benefits directly to its Plan participants or their beneficiaries as they become due under the terms of the Plan(s), in lieu of payment from the Trust. In such event, the Company may direct the Trustee to reimburse the Company for its payment of Plan benefits or other expenses paid by the Company upon the Company’s written certification that it has made such payment and the amount to be reimbursed. The Trustee shall notify the Company where principal and earnings are not sufficient to comply with the Company’s specific payment instructions.

(g) The Trustee shall have no duty to question the propriety of any direction of the Company to make payments, reimbursements or transfers, to account for funds retained in or disbursed from any accounts to which payments or transfers are made, to see to the application of payments, reimbursements or

transfers, or to ascertain whether the Company’s directions to make payments, reimbursements or transfers comply with the terms of the Plan(s). The Trustee shall not incur any Liabilities hereunder and shall be fully protected by the Company against any Liabilities from its making payments, reimbursements or transfers pursuant to the Company’s direction or failure to make any payments, reimbursements or transfers in the absence of directions if the Trustee’s action or inaction, as the case may be, is not the result of the Trustee’s fraud, negligence, or willful misconduct.

(g) Any provision of this Agreement to the contrary notwithstanding, upon and after a Change in Control, the Trustee shall make payments to Plan participants or their beneficiaries in accordance with the direction of the Independent Committee rather than the Plan Committee, regardless of whether the Trustee has received a Payment Schedule or any other form of direction from the Plan Committee to make such payments. In this case, the Trustee shall not make any payments until thereafter instructed by the Independent Committee.

3. Appointment of Independent Committee.

(a) Any provision of this Agreement to the contrary notwithstanding, upon a Change in Control, the Independent Committee shall:

(1) determine the amount of the irrevocable contributions to be made pursuant to Section 1(g) hereof;

(2) determine in accordance with the Plans the amounts payable with respect to each Plan participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof;

(3) determine the entitlement of Plan participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof;

(4) direct the Trustee to make payments to Plan participants and their beneficiaries pursuant to Section 2 hereof; and

(5) select a successor trustee for the Trust if the Trustee resigns or is removed on or after the date of a Change in Control pursuant to Section 12.(b).

Rabbi Trust – December 2010 Page 3

4. Trustee Responsibility Regarding Payments to Trust Beneficiary When the Company Is Insolvent

(a) The Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered “Insolvent” for purposes of this Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

(1) The Plan Committee and the Chief Executive Officer of the Company shall have the duty to inform the Trustee in writing of the Company’s Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall determine whether the Company is Insolvent and, pending such determination, the Trustee shall discontinue payment of benefits to the Company’s participants or their beneficiaries.

(2) Unless the Trustee has actual knowledge of the Company’s Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether an Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company’s solvency. The Trustee shall not be considered to have knowledge or received notice of an Company’s Insolvency unless and until the knowledge or notice is actually received by:

(i) The individual, or his successor, last identified in writing by the Trustee as the proper party to receive notices; or

(ii) The individuals held out to the Company as being responsible for the day to day administration of this Agreement; or

(iii) The manager of the department in which the individuals described in Subsection (ii) above perform their duties with respect to this Agreement.

(3) If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of the Company’s general creditors. Nothing in this Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of the Company with respect to benefits due under the Plan(s) or otherwise.

(4) The Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if the Trustee discontinues the payment of benefits from the Trust pursuant to Section 4(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the Payment Schedule for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.

5. Payments to the Company

To the extent that the Plan Committee at any time determines, based upon information provided to the Committee by the Trustee, that the value of the assets under the Trust exceeds 125% of the amounts credited to Plan Accounts for which the Company is liable as of the most recent valuation date plus any deferrals or contributions made since that date, upon the written direction of the Plan Committee, the Trustee shall pay such amounts as directed in writing to the Company upon receipt of written request therefor; provided, however, that no such payment of excess assets to the Company shall be directed on or after the date of a Change in Control without the written approval of two-thirds of the participants who maintain an Account pursuant to a Plan, as determined by the Independent Committee and confirmed by the Independent Committee in writing to the Trustee.

Except as provided in (i) Section 2(a) with respect to remittance to the Company of withheld taxes, (ii) Section 2(e) with respect to reimbursement to

Rabbi Trust – December 2010 Page 4

the Company of benefits paid directly to the Plan participant or his or her beneficiary and expenses paid by the Company, (iii) the above provisions of this Section 5 with respect to excess funding; and (iv) Section 17 with respect to amendment and termination the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan(s). The Trustee shall not be required to independently determine whether all benefit payments have been made to Plan participants and beneficiaries pursuant to the terms of the Plan(s) and may rely upon written notification to such effect as provided by the Company.

6. Investment Authority

(a) The Trustee shall have no discretion or authority with respect to the investment of Trust assets, but shall act solely as a directed Trustee, and shall invest and reinvest the principal and income of the Trust and keep the Trust invested in such investments as directed by the Company or one or more investment managers appointed by the Company in accordance with Section 6(b); provided, however, that on and after the date of a Change in Control, the Independent Committee, rather than the Company, shall have the sole authority to direct the Trustee with regard to the investment of Trust assets. The Trustee shall have no duty to question any action or direction or failure to give directions of the Company or any duly appointed investment manager as to the investment, reinvestment, management, disposition or distribution of Trust assets. To the extent necessary to carry out the directions of the Company or any duly appointed investment manager, the Trustee is authorized and empowered, but not by way of limitation, with the following powers, rights and duties:

(1) to invest any part or all of the Trust without distinction between principal and income and in such securities or any kind of property, real or personal, wherever situated, including, but not limited to, common or preferred stocks, warrants, rights, securities of any open-end or closed-end management type investment company or investment trust registered under the Investment Company Act of 1940, as amended (including any such investment company or investment trust to which the Trustee or an affiliate provides services and/or from which it receives fees as investment advisor, custodian, transfer agent or sub-transfer agent, registrar, administrator or sub-administrator,

or in any other capacity), exchange funds, real estate investment trusts, limited partnerships, venture capital funds, private equity investments, closely held companies, and corporate or government bonds, notes, debentures and other evidence of indebtedness or ownership.

(2) to invest and reinvest or otherwise deposit the Trust assets in savings accounts, time deposit accounts, certificates of deposit, money market funds, or other evidences of deposit issued by the Trustee and/or any other national bank, savings and loan institution, state member bank, state non-member bank, or other depository institution, including any such entity which now or in the future is an affiliate of the Trustee.

(3) to retain in cash or cash equivalents so much of the Trust as may be required for liquidity needs of the Plan(s) and to deposit any such cash held in the Trust with any bank or savings institution, including its own banking department, without liability for interest on such cash deposits.

(4) to exercise any exchange privileges, conversion privileges and conversion rights available under any security or other property held in the Trust; consent to or dissent from the reorganization, consolidation, merger or the readjustment of the finances of, or the sale, mortgage, pledge, or lease of the property of any entity that has issued any security held in the Trust; deposit any securities or other property held in the Trust with any protective, reorganization, or similar committee and delegate discretionary power to that committee; do any other act in connection with matters described in this Section, including exercising options, making agreements or subscriptions, or paying expenses, assessments, or subscriptions which the Trustee believes is necessary or advisable.

(5) to vote any stock or other security and exercise any right appurtenant to any stock, security or other property held in the Trust, either in person or by general or limited proxy, power of attorney or other instrument.

(6) to settle, compromise, or submit to arbitration any claims, debts or damages due to or owing from the Trust, commence and defend suits or legal proceedings and represent the Trust in all suits or legal proceedings, except that the Trustee may not exercise any of the powers referred to in this Subsection without the consent of the Company if the matter relates solely to the rights

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or status under the Plan(s) of a participant or beneficiary or any other person.

(7) to manage, operate, repair, or improve and collect the income from any real or personal property held in the Trust.

(8) to renew or extend, or participate in the renewal or extension of, any debt owing to the Trust and agree to a reduction in the rate of interest on any such debt or to any other modifications or changes to the terms of any mortgage or of any guarantee pertaining thereto; waive any default whether in the performance of any covenant or condition of any evidence of any debt or mortgage or in the performance of any guarantee or to enforce any rights available to the Trustee because of any default; exercise and enforce any and all rights of foreclosure, bid in property on foreclosure, take a deed in lieu of foreclosure, with or without consideration, and release the obligation on any note or other evidence of debt secured by that mortgage; and exercise and enforce in any action, suit or other proceeding at law and in equity any rights or remedies in respect to any such debt, mortgage or guarantee.

(9) to hold securities in bulk or bearer form, or deposit them with any central depository authorized under applicable law, in its own name or in the name of a nominee without the addition of words indicating that the property is held in a fiduciary capacity.

(10) to join in or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties, including those in which it is interested as Trustee.

(11) to make, execute and deliver, as Trustee, with or without providing for no individual liability on behalf of the Trust, any and all conveyances, mortgages, contracts, waivers, releases, leases, assignments, powers of attorney or other written instruments considered necessary and appropriate in the administration of the Trust.

(12) to lend securities to banks and broker-dealers approved by the Company, consistent with regulations issued by applicable regulatory authorities, and under the terms of a written agreement between the Company and the Trustee.

(13) except as otherwise provided in this Agreement or under applicable law, execute all instruments, engage in all proceedings and exercise all rights, powers and privileges considered necessary and appropriate to discharge the purposes of this Agreement.

(b) The Company may appoint one or more investment managers (“Investment Managers”), pursuant to a written investment management agreement describing the powers and duties of the Investment Manager, to direct the investment and reinvestment of all or a portion of the Trust. The Company shall furnish the Trustee with written notice of the appointment of each Investment Manager hereunder in the form as provided by the Trustee and of the termination of any such appointment and shall cause each Investment Manager to provide the Trustee with written certification of its capacity in the form as provided by the Trustee. Such notice shall specify the assets which shall constitute the Investment Account. The Trustee shall be fully protected in relying upon the effectiveness of such appointment and the Investment Manager’s continuing satisfaction of the requirements set forth above until it receives written notice from the Company to the contrary.

(c) Any instructions received from the Company or an Investment Manager under this Section will remain in effect and will be binding until they are revoked or amended in writing or otherwise in accordance with the Trustee’s prescribed procedures and delivered to the Trustee. The Trustee is not responsible for the propriety of any directed investment, will not be required to consult with or advise the Company or Investment Manager regarding the investment quality of any directed investment, and shall have no obligation to review or make recommendations with respect to any investment made at the direction of the Company or Investment Manager. The Trustee will retain custody of any securities or other property acquired as a result of any investment directions received from the Company or Investment Manager until the Company or Investment Manager, as the case may be, directs the Trustee, in writing or otherwise in accordance with prescribed procedures, to dispose of them.

(d) The Trustee may invest in securities (including stock or rights to acquire stock) or obligations issued by the Company. All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan participants.

The Company shall have the right, at any time, and from time to time in its sole discretion, to substitute assets acceptable to the Trustee of

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equal fair market value for any asset held by the Trust; provided, however, that on and after the date of a Change in Control, any assets transferred to the Trust in substitution for assets held by the Trust must consist of cash or marketable securities acceptable to the Independent Committee and the fair market value of the respective assets shall be determined by the Trustee. This right is exercisable by the Company in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.

7. Disposition of Income

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

8. Proxies

(a) The Trustee will monitor information distributed to holders of securities or other property about upcoming shareholder meetings, promptly notify the applicable Investment Manager (or the Company in the case of a Company directed account) of such information and, subject to Section 7(c), act in accordance with the instructions of the Investment Manager (or the Company, as the case may be) in relation to such meetings (the “Proxy Voting Service”).

(b) The Proxy Voting Service is available only in certain markets, details of which are available from the Trustee on request. Provision of the Proxy Voting Service is conditional upon receipt by the Trustee of any additional documentation that may be required for certain markets.

(c) The Proxy Voting Service does not include physical attendance at shareholder meetings. Requests for physical attendance at shareholder meetings can be made but they will be evaluated and agreed to by the Trustee on a case by case basis.

(d) The Company acknowledges that the provision of the Proxy Voting Service may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to:

(i) the securities or other property being on loan or out for registration;

(ii) the pendency of conversion or another Corporate Action (as hereinafter defined);

(iii) the securities or other property being held in a margin or collateral account at the Trustee or another bank or broker, or otherwise in a manner which affects voting;

(iv) local market regulations or practices, or restrictions by the issuer; and

(v) the Trustee being required to vote all shares held for a particular issue for all of the Trustee’s customers on a net basis (i.e., a net yes or no vote based on voting instructions received from all its customers). Where this is the case, the Trustee will notify the applicable Investment Manager (or the Company in the case of a Company directed account).

9. Corporate Actions

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matters with respect to any securities or other property that requires discretionary action by the Trust Fund, but does not include rights with respect to class action litigation or proxy voting.

(a) The Trustee will act in accordance with local market practice to obtain information concerning Corporate Actions that is publicly available in the local market. The Trustee also will review information obtained from sources to which it subscribes for information concerning such Corporate Actions. The Trustee will promptly provide that information (or summaries that reflect the material points concerning the applicable Corporate Action) to the applicable Investment Manager (or the Company in the case of a Company directed account). The Trustee does not commit, however, to provide information concerning Corporate Actions relating to securities or other property being held at the applicable Investment Manager’s (or the Company’s, as the case may be) request in a name not subject to the control of the Trustee.

(b) The Trustee will act in accordance with the instructions of the Investment Manager (or the Company, as the case may be) in relation to such Corporate Actions. If the Investment Manager (or the Company, as the case may be) fails to provide the Trustee with timely instructions with respect to any Corporate Action, neither the Trustee nor its nominees will take any action in relation to that Corporate Action, except as otherwise agreed in writing by the Trustee and the applicable Investment Manager (or the Company, as the case may be) or as may be set forth by the Trustee as a default action in the notification it provides under Section 8(a) with respect to that Corporate Action.

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(c) In the event that, as a result of holding of securities or other property in an omnibus account, the Trust receives fractional interests in securities or other property arising out of a Corporate Action or class action litigation, the Trustee is directed to credit the Trust Fund with the amount of cash the Trust Fund would have received had the securities or other property not been held in an omnibus account, and the Trust Fund shall relinquish to the Trustee its interest in such fractional interests. If some, but not all, of an outstanding class of securities or other property is called for redemption, the Trustee may allot the amount redeemed among the respective beneficial holders of such class of securities or other property on a pro rata basis or in a similar manner the Trustee deems to be fair and equitable.

10. Class Action Litigation

(a)    (i) Any notices received by the Trustee’s corporate actions department about settled securities class action litigation that requires action by affected owners of the underlying securities or other property will be promptly notified to the Company if the Trustee, using reasonable care and diligence in the circumstances, identifies that the Trust Fund was a shareholder and held the relevant securities or other property in the Trust Fund with the Trustee at the relevant time. The services set forth in this Section 9 are available only in certain markets, details of which are available from the Trustee on request.

(ii) Except as otherwise provided in this Section 9, the Trustee will provide the following administrative services with respect to notifications of securities class actions that the Trustee may receive from time to time with regard to the Trust Fund’s accounts:

(A) preparing and submitting claims and supporting documentation on the Trust’s behalf in respect of securities class action notifications relating to the securities held in the Trust Fund’s Accounts during the relevant class period;

(B) responding to inquiries from claims administrators arising from the Trust’s participation in securities class actions and making changes to the filings of claim forms as needed to address such inquiries. Where additional information is required to make such changes, the Trustee will promptly contact the Company;

(C) communicating with claims administrators from time to time, in the Trustee’s discretion, with regard to the status of the Trust Fund’s claims; and

(D) crediting the Trust Fund upon receipt of claim proceeds from the claims administrator.

(ii) Schedule 1 lists those markets, types of securities class actions and limitations, if any, under which the Trustee provides the class action services under this Section 9. The Trustee may from time to time, in the Trustee’s discretion, modify such Schedule upon notice to the Company.

(iv) Except as otherwise expressly agreed by the parties, the services shall only be provided in respect of securities class action notifications listed on Schedule 1.

(v) When the Trustee completes and files claim forms or other documentation on the Trust Fund’s behalf, the Trustee shall be acting solely in a clerical capacity as the Company’s agent and shall not be a fiduciary to the Plan with respect to the performance of the services in the Section 9, even though, in its capacity as trustee, it may act separately as a fiduciary. The Trustee is not making any representation or warranty as to the advisability of the Trust participating in the securities class action; the Trustee is not representing any view of the Trustee in relation to the securities class action; and the Trustee is not making any representation or warranty as to the likely outcome of any class action, participation in which is wholly at the Company’s request and for the Trust Fund’s risk.

(vi) The Trustee will not file claims in respect of the Trust Fund’s securities transactions whilst such securities were held at other trustees or custodians or in a name that was not under the control of the Trustee during the relevant class period unless otherwise agreed in writing. If the Company so requests the Trustee to include such transactions, the Company represents that such information provided to the Trustee is true, correct and complete and agrees to indemnify and hold the Trustee harmless from any and all liabilities that may result from such transactions.

(vii) The Trustee shall not be obliged to file a claim or take any action in any securities action where the Trustee reasonably determine such securities class action proceeding does not conform with the standards or market practices prevailing in the relevant market.

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(viii) The Trustee shall not be obliged to file a claim or take any action in any securities class action where such securities class action would require the Trustee to file a claim in its own name due to applicable law, regulation or market practice in the relevant market. The Trustee will promptly inform the Company in writing each time such a situation arises.

(b)    (i) When the Trustee has received in accordance with market practice a securities class action notification, the Trustee shall, as contemplated by this Agreement, research records of accounts to identify the Trust’s interest, if any, with respect to any such securities class action notification and shall notify the Committee of the same by posting such notice on the Trustee’s website.

(ii) The Company shall instruct the Trustee prior to its standard cut-off time whether the Committee disagrees with any of the information provided by the Trustee under Clause 2(a) or if the Company does not wish the Trustee to proceed with filing a claim on the Trust’s behalf, as applicable in such market.

(iii) Except with respect to securities issued by the Company, unless the Trustee has received Instructions not to file a claim on the Trust’s behalf at its central securities class actions department by the cut-off time, the Trustee shall, to the extent applicable in such market, be under standing instructions to complete and file the required claim forms for the particular securities class action with the claims administrator. The Trustee will not file claims in respect of securities issued by the Company but will assist the Company in completing any documentation reasonably necessary for the Company to file such claim.

(iv) The Trustee shall present with the claim any supporting information that the Trustee has in its possession and that is required as part of the filing as set out in the securities class action notification. The Trustee shall be authorized to disclose such information regarding the Trust Fund as may be reasonably required to complete and file claims on the Trust’s behalf.

(c)    (i) The Company will provide the Trustee with such information and documentation as the Trustee may reasonably require in connection with the services under this Section 9.

(ii) The Company acknowledges that in relation to any securities class action it is important that only one claim is filed

on the Trust’s behalf in respect of a custodial holding or securities transaction. If, in the same securities class action, multiple claims are submitted on the Trust’s behalf for the same custodial holding, then all such claims might be rejected by the claims administrator. Therefore, where a claim is to be submitted by the Trustee as set out in a notification, as provided by this authorization, no other party should submit a claim on the Trust’s behalf for the same custodial holding or securities transaction in the same securities class action and the Trustee shall have no duty to check whether any other claims have been filed by any third party on the Trust’s behalf in the same securities class action. Subject to Subsection (d) the Trustee will have no responsibility in the event that a claim is rejected on the basis that a duplicate claim has been filed by the Company or another party.

(iii) Should the Company engage a third party to make a claim on the Trust’s behalf in respect of a custodial holding or securities transaction with the Trustee, the Company shall be responsible for instructing the Trustee not to file a claim on the Trust’s behalf by the deadline referred to in the relevant notification.

(d) In the event that the Trustee is notified by the claims administrator that it has rejected a claim, the Trustee will use reasonable endeavors to contact the Company and discuss, in good faith, how to cure the rejected claim, if possible.

(e) The Company agrees that the Trustee’s annual aggregate liability with respect to losses arising out of the Additional Services provided under this Schedule (whether for breach of contract, tort, or otherwise, but excluding losses caused by fraud, negligence, or willful misconduct on the part of the Trustee) that may be incurred during any calendar year shall not exceed USD 100,000 and that this shall be the Company’s and the Trust’s exclusive remedy. No action, regardless of form, arising out of or pertaining to the Additional Services may be brought more than six years after the cause of action has accrued.

11. Records; Annual Account

The Trustee shall maintain appropriate records pertaining to administration of the Trust and the Trust Fund and any other records that the Company requests and which the Trustee agrees to maintain. At any time during the Trustee’s normal business hours, the Company or any person designated by the Company may audit and inspect the accounts, books and records of the Trustee maintained in connection with the

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Trust Fund. Within 90 days following the close of each fiscal year of the Trust and within 90 days following the effective date of the removal or resignation of the Trustee or termination of the Trust, the Trustee shall file with the Company a written accounting of all Trust Fund transactions since the most recent report was filed. The Company may approve this accounting by giving written notice of approval to the Trustee. The Company will be deemed to have approved any accounting to which it has not objected by giving the Trustee written notice of its objection within 60 days after receiving the accounting. If the Company approves the accounting in writing (or fails to object, in writing, within 60 days after receiving the accounting), the Trustee shall be released and discharged as to all items, matters and things included in that accounting (except as to any item, matter or thing that (i) is attributable to the Trustee’s fraud, gross negligence, criminal violation, or willful misconduct, or (ii) could not have been discovered by a reasonably diligent review of the accounting). The Trustee also may have its accounts settled by judicial proceedings. In such event, only the Trustee and the Company shall be necessary parties although the Trustee, in its discretion, may join as defendants any other person or persons who may have or claim an interest in the Trust Fund. Except as otherwise provided by applicable law, only the Company may require the Trustee to prepare an accounting under this Section or may institute an action or proceeding against the Trustee with respect to any accounting delivered under this Section.

12. Responsibility of Trustee

(a) The Trustee shall perform those duties under this Agreement that constitute it as a fiduciary under ERISA in accordance with the standard of care set forth in Section 404(a) of ERISA; the Trustee shall exercise reasonable care with respect to its remaining duties and obligations under this Agreement.

(b) The Trustee shall not be required to defend any suit or other action against the Trust Fund unless it holds assets in the Trust Fund sufficient for, or has been indemnified to its satisfaction for, its reasonable counsel fees, costs, disbursements and all other reasonable associated expenses and liabilities to which it may, in its judgment, be subjected on account of that suit or other action. The Trustee may seek reimbursement for such expenses from the Company as described in Section 13(a) or may apply any asset of the Trust Fund to meet those expenses and liabilities.

(c) The Trustee has the right, but not the obligation, to consult with counsel of its own choosing, who also may be counsel for the Trustee or the Company, and to act or decline to act in accordance with such counsel’s advice. The Trustee may also act or decline to act in accordance with the opinion or determination of the Company’s auditor with respect to matters within the authority of the auditor. To the extent permitted by law, the Trustee shall have no Liability in any respect for any action taken, suffered or omitted in good faith by the Trustee either in accordance with the advice of counsel chosen by the Trustee, or in accordance with any opinion of counsel to the Company addressed and delivered to the Trustee, or in accordance with the opinion or determination of the Company’s auditor provided that the Trustee reasonably took or omitted to take action pursuant to such advice.

(d) The Trustee may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, Corporate Actions and class action litigation and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities or other property). Provided that the Trustee satisfies the applicable standard of care under Section 11(a) of this Agreement in the selection and retention of such third party providers and local agents, it will not be responsible for any errors or omissions made by them in providing the relevant information or services.

(e) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. The Trustee shall not be liable for any acts or omissions of any such person provided that the Trustee selects and supervises that person in accordance with the standard of care set forth in Section 11(a) of this Agreement.

(f) Subject to the terms of this Agreement, the Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if the Trustee agrees to hold an insurance policy as an asset of the Trust, the Trustee shall have no responsibility to review the policy or the creditworthiness of the issuer thereof at any time or from time to time or to

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determine the amount of premium to be paid, and no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. The Company may make premium payments directly to the insurance carrier with respect to any insurance policy held as an asset of the Trust.

(g) Each direction, notice, request, or approval by the Company (whether or not certified to the Trustee in writing) shall constitute a certification by the Company to the Trustee that such direction conforms with the Plan(s) and applicable law.

(h) The Trustee shall not be under any duty to require payment of any contributions to the Trust, or to see that any payment made to it is computed in accordance with the provisions of the Plan(s), or otherwise be responsible for the adequacy of the Trust to meet and discharge any liabilities under the Plan(s).

(i) Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

(j) Unless otherwise specifically required by this Agreement, directives, instructions and other communications under this Agreement or relating to the Trust Fund (including, without limitation, instructions regarding the investments of the Trust Fund and directions to make benefit payments and other disbursements) must be provided in writing or by telex, fax or facsimile transmission, bank wire or other teleprocess or electronic or trade information system acceptable to the Trustee.

(k) “Security Procedure” means security procedures to be followed by the Company upon the issuance of an instruction and/or by the Trustee upon the receipt of an instruction, so as to enable the Trustee to verify that such instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may, without limitation, involve the use

of algorithms, codes, passwords, encryption or telephone call backs, and may be updated by the Trustee from time to time upon notice to the Company. The Company acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of the Trust through any third party utility agreed upon by the parties as being a method for providing instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized instruction.

(l) The duties and obligations of the Trustee shall be limited to those expressly imposed upon it by this Agreement or subsequently agreed upon by the parties in writing, notwithstanding any reference herein to the Plan(s), or to the provisions thereof, it being expressly agreed that the Trustee is not a party to the Plan(s). The Trustee has no responsibility for the application of the terms or administration of the Plan(s), including, without limitation, the determination of matters relating to the eligibility of any employee to become a participant or remain a participant, the amount of benefit which a participant or beneficiary is entitled to receive, whether a distribution to a participant or beneficiary is appropriate, or the size and type of any insurance policy to be purchased from any insurer for any participant; the Company has these responsibilities under the Plan(s).

13. Indemnification

(a) The Company shall indemnify and hold harmless the Trustee, its affiliates, and their respective nominees, directors, officers, employees and agents (each an “Indemnified Person”) from and against any and all Liability to which any Indemnified Person may be subjected as a result of this Agreement or the Trustee’s performance of services hereunder, including, but not limited to, any Liability arising from (i) any action or failure to act resulting from compliance with proper instructions of the Company or any other person authorized by the Company to give directions to the Trustee, or (ii) by reason of any breach of any statutory or other duty owed to the Plan(s) or Plan participants by the Company, or any of its officers, directors, employees, or agents; provided that the Trustee does not participate knowing in, or knowingly undertake to conceal, any act or omission of any such person acting as a fiduciary to the Plan(s), knowing such act or omission to be a breach of fiduciary responsibility by such person.

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(b) The Trustee, its affiliates, and their officers, agents and employees may bring action against the Company to contribute to the satisfaction of any Liability to the extent that the Liability (i) is not subject to indemnification under Subsection (a);and (ii) is caused by the culpable conduct of the Company or any of its affiliates or agents, including but not limited to, any Investment Manager.

(c) The Trustee will be liable for the Trust’s or the Company’s direct damages to the extent they result from the Trustee’s fraud, negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances will the Trustee be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, the Trustee’s performance under this Agreement, or the Trustee’s role as trustee. In addition, the Trustee shall reimburse the Company and the Committee (collectively, the “Company Indemnitees”) for any other Liability payable by the Company Indemnitees to a third party to the extent such Liability is determined by a final, unappealable judgment of a court of competent jurisdiction to be attributable to the Trustee’s negligence, fraud, or willful misconduct, provided, however, that the Trustee shall not be obligated to reimburse any Company Indemnitee for Liability that constitute consequential, special or incidental damages of any party and provided further that the Company Indemnitees have taken reasonable steps to mitigate damages.

(d) The foregoing rights of indemnification and contribution shall not supersede any common law or equitable rights or remedies which may be available.

(e) For purposes of this Agreement, “Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, taxes (other than taxes based solely on the Trustee’s income) or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

(f) The provisions of this Section 13 shall survive the termination of this Agreement.

14. Compensation and Expenses of the Trustee

(a) The Trustee shall be paid such reasonable compensation as shall from time to time be agreed upon by the Company and the Trustee. Such compensation and all reasonable and proper expenses of administration of the Trust, (including, without limitation, counsel fees and legal fees and tax or related fees incidental to processing charged directly or indirectly by governmental authorities, issuers, or their agents) shall be withdrawn by the Trustee out of the Trust Fund unless paid by the Company, but such compensation and expenses shall be paid by the Company if the same cannot by operation of law be withdrawn from the Trust Fund. All payments under this Article 13 may be made from the Trust Fund without approval of or instructions from the Company in the event that the Company have not paid the same or notified Trustee in writing of their intent to pay by the billing period subsequent to the charge. If the Company disputes an invoice it shall nevertheless pay, or allow the Trustee to deduct on or before the date that payment is due, such portion of the invoice that is not subject to a bona fide dispute. The Trustee shall be entitled, as an additional part of its compensation under this Agreement, to the earnings derived from use of funds (“float”) that may be held (i) as uninvested trust cash, (ii) with respect to failed securities transactions or (iii) in demand deposit or other non-interest bearing accounts established for the payment of benefits or Plan disbursements or that are otherwise maintained for similar purposes in administering the Trust Fund. The float period for (i) disbursements commences one to five business days after a check for the payment of such benefits or Plan disbursements is mailed and ends on the date the check is presented to the Trustee for payment; (ii) failed securities transactions commences on the contractual settlement date and ends on the date the transaction is settled or cancelled at the direction of the Investment Manager (or the Company in the case of a Company directed Account, as applicable); and (iii) uninvested cash commences when such cash is received and ends on the date such cash is invested pursuant to instructions. Float is generally earned at the federal funds rate.

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(b) The Trustee is authorized to advance cash or securities to effect the orderly processing and settlement of securities and other financial market transactions and the distribution of funds from the Trust in accordance with the Trustee’s established settlement policies and procedures for overdraft protection services. The Trustee shall be entitled to immediate repayment of any such advanced funds plus the Trustee’s customary overdraft charges and shall bear interest at the applicable rate charged by the Trustee from time to time, which, as of the date of this Agreement, is the Federal Funds rate plus two hundred basis points, for such overdrafts, from the date of such advance to the date of payment. Whenever such an advance is made, the Trustee shall have a security interest in and a lien on the securities or other property to the extent and for the duration of such advance until repaid and all the rights of a secured party under the New York Uniform Commercial Code. Except with respect to real estate and deferred capital contributions to investments in alternative assets, securities or other property shall not be subject to any encumbrance or security interest that has priority over the security interest, lien and rights of set off granted to the Trustee under this Agreement over securities or other property, to secure fees and charges in the ordinary course of business (including costs of purchases of securities or other property) or returned items and charge backs in the ordinary course of business. The Company undertakes that it will not create or permit to subsist any such encumbrance or security interest to the extent provided in this Subsection (b) over such securities or other property. The Trust shall be deemed to be in default with respect to any such overdraft upon the occurrence of any event with respect to the Company of the type specified in section 365(e)(1) of the U. S. Bankruptcy Code, as amended from time to time.

(c) Without prejudice to the Trustee’s rights under Applicable Law, the Trustee may set off against any indebtedness any amount standing to the credit of any of the Company’s or Trust Fund’s accounts (whether deposit or otherwise) with any Trustee branch or office or with any Affiliate of the Trustee. For this purpose, the Trustee shall be entitled to accelerate the maturity of any fixed term deposits.

15. Resignation and Removal of Trustee

(a) The Trustee may resign at any time by giving written notice to the Company at least 60 days before its effective date unless the Company and the Trustee agree to reduce this period.

(b) The Company may remove the Trustee at any time by giving written notice to the Trustee at least 60 days before its effective date unless the Company and the Trustee agree to reduce this period.

(c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, the resigning or removed Trustee shall transfer and deliver all assets to the successor Trustee after reserving such reasonable amount as it shall deem necessary to provide for any expenses and payments then chargeable against the Trust Fund for which the Trust Fund may be liable, or for payment of the retiring Trustee’s fees and expenses in connection with the settlement of its account or otherwise. If the assets so withheld shall be insufficient or excessive for such purposes, the retiring Trustee shall be entitled to reimbursement for any deficiency out of the Trust Fund from the successor Trustee, or shall deliver the excess to the successor Trustee, as the case may be.

(d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 15 hereof, by the effective date of resignation or removal under paragraphs (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

16. Appointment of Successor

(a) If the Trustee resigns or is removed in accordance with Section 14(a) or (b) hereof, the Company may appoint as successor any third party, such as a bank trust department or other party that may be granted corporate trustee powers; provided, however, that if the Trustee resigns or is removed on or after the date of a Change in Control, the Independent Committee shall select a successor trustee in accordance with this Section 16. The appointment of a successor shall be effective when accepted in

Rabbi Trust – December 2010 Page 13

writing by the new trustee, who shall have all of the rights and powers of the former trustee, including ownership rights in the Trust assets. The former trustee shall execute any instrument necessary or reasonably requested by the Company or the successor trustee to evidence the transfer.

(b) The successor trustee need not examine the records and acts of any prior trustee, and may retain or dispose of existing Trust assets, subject to Sections 10 and 11 hereof. The successor trustee shall not be responsible for, and the Company shall indemnify and defend the successor trustee from, any claim or liability resulting from any action or inaction of any prior trustee or from any other past event or any condition existing at the time it becomes successor trustee.

(c) Any corporation into which the Trustee or any successor corporate trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee or any successor trustee may be a party, or any corporation to which all or substantially all the trust business of the Trustee or any successor trustee may be transferred, shall thereupon become and be the trustee of the Trust with the same effect as though specifically so named and without the filing of any instrument or performance of any further act.

17. Amendment or Termination

(a) This Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, (i) no such amendment shall make the Trust revocable, and (ii) this Trust Agreement may not be amended on or after the date of a Change in Control without the written consent of a majority of the participants in the Plans.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan(s). Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company.

Upon written approval of all of the participants (including any beneficiaries of deceased participants entitled to payment of benefits pursuant to the terms of the Plans) (as determined solely by the Company), the Company may notify

the Trustee of such written approval and direct the Trustee to terminate this Trust prior to the time all benefit payments under the Plans have been made. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company.

18. Miscellaneous

(a) Any provision of this Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law rules, except that the foregoing shall not reduce any statutory right to choose New York law or forum. The United States District Court for the Southern District of New York shall have the sole and exclusive jurisdiction over any lawsuit or other judicial proceeding relating to or arising from this Agreement. If that court lacks federal subject matter jurisdiction, the Supreme Court of the State of New York, New York County shall have sole and exclusive jurisdiction. Either of these courts shall have proper venue for any such lawsuit or judicial proceeding, and the parties waive any objection to venue or their convenience as a forum. The parties agree to submit to the jurisdiction of any of the courts specified and to accept service of process to vest personal jurisdiction over them in any of these courts. The parties further hereby knowingly, voluntarily and intentionally waive, to the fullest extent permitted by applicable law, any right to a trial by jury with respect to any such lawsuit or judicial proceeding arising or relating to this Agreement or the transactions contemplated hereby. To the extent that in any jurisdiction Company may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Company shall not claim, and it hereby irrevocably waives, such immunity.

Rabbi Trust – December 2010 Page 14

(d) The Company shall certify to the Trustee the names and specimen signatures of those persons entitled to act on behalf of the Company or any affiliate of the Company who adopts the Plan pursuant to subsection (i) below (an “Employer”) (in the form as provided by the Trustee) (“Authorized Persons”). Such certificates will be conclusive proof of the authority of those named until the Trustee is provided with a subsequent certificate stating that such authority is withdrawn. The Trustee may rely upon any instrument, certificate or document it reasonably believes to be genuine and to have been signed or presented by an authorized person. The Trustee shall not be required to inquire into or to determine the validity of the Plan(s), this Agreement or any other document, instruction or authorization which it believes to be genuine, or their proper execution or adoption by the Company.

(e) The Company, or its designated agent, are responsible for the timely and accurate provision of any necessary information to the Trustee to enable the Trustee to perform its duties hereunder, including, but not limited to information relating to distributions to participants. The Trustee shall not be responsible for the completeness and accuracy of the material and information provided to it under this Agreement.

(f) The terms and conditions, procedures, and rights and obligations of the parties with respect to the Trustee’s provision of record keeping, funds transfer, depository, banking, and other services for or on behalf of the Plan(s) or Trust may from time to time be described in and/or subject to separate written procedures, agreements, user guides, service terms or other instruments (“Services Documents”), which are hereby incorporated by reference and made a part hereof. In the event of a conflict between this Agreement and any Services Documents, the provisions of the Services Documents shall control with respect to the subject matter thereof, subject at all times to the provisions of applicable law.

(g) The Trustee will maintain and update from time to time and implement, when necessary, business continuation and disaster recovery procedures with respect to its directed trustee business that it determines from time to time meet reasonable commercial standards. The Trustee will have no liability, however, for any damage, loss, expense or liability of any nature that any Person may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or

other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery (other than on the part of the Trustee or its employees), malfunction of equipment or software (except where such malfunction is primarily and directly attributable to the Trustee’s negligence in maintaining the equipment or software), failure of or the effect of rules or operations of any external funds transfer system, inability to obtain or interruption of external communications facilities, or any other cause beyond the reasonable control of the Trustee (including without limitation, the non-availability of appropriate foreign exchange).

(h) In the event that a dispute arises between a Plan participant or beneficiary and the participant’s Employer, the Company or the Trustee with respect to the payment of amounts from the Trust and the participant or beneficiary is successful in pursuing a benefit to which he or she is entitled under the terms of the Plans and this Trust against the participant’s Employer, the Company, the Trustee or any other party in the course of litigation or otherwise and incurs attorneys’ fees, expenses and costs in connection therewith, the participant’s Employer shall reimburse the participant or beneficiary for the full amount of any such attorneys’ fees, expenses and costs.

(i) Upon the written consent of the Company delivered to the Trustee, any other affiliate of the Company that adopts the Supplemental Profit Sharing Plan may become a party to this Trust by delivering to the Trustee a certified copy of a resolution of its board of directors or other governing authority adopting this Trust. For purposes of this Trust, any such affiliate that adopts this Trust with the written consent of the Company shall be an Employer hereunder.

(j) Only the Company and the Trustee are necessary parties to any action arising under or in connection with this Agreement and notice of any action need not be given to any participant, beneficiary or other person claiming an interest in the Trust Fund. However, the Trustee or the Company may join as a defendant any participant, beneficiary or other person claiming an interest in the Trust Fund. Any judgment entered or settlement reached on any matter affecting the Trust Fund will be conclusive upon all persons claiming an interest in the Trust Fund, whether or not they were notified of or joined as a party to the action.

Rabbi Trust – December 2010 Page 15

(k) With respect to Securities and Exchange Commission Rule 14b-2 under the U.S. Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of securities, Trustee is instructed not to disclose the name, address or security positions of the Trust in response to shareholder communications requests regarding the Account.

(l) If the Company has agreed to access information concerning the Trust Fund through the Trustee’s Internet site, the Trustee may make any notifications required under this Agreement, other than notifications pursuant to Section 14, by posting it on the Internet site. Any notices given under Section 14 of this Agreement shall be sent or served by registered mail, nationally recognized delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services or hand delivery to the address of the respective parties as set out on the signature page of this Agreement, unless notice of a new address is given to the other party in writing. Each party to this Agreement shall notify all other parties of any change in its address in the manner provided in this Section.

(m) Access by the Company and any Investment Manager to certain applications or products of the Trustee via the Trustee’s web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Exhibit E.

(n) Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires the Trustee to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Company acknowledges that Section 326 of the USA PATRIOT Act and the Trustee’s identity verification procedures require the Trustee to obtain information which may be used to confirm the Company’s identity including without limitation the Company’s name, address and organizational documents (“identifying information”). The Company may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. The Company agrees to provide the Trustee with and consents to the Trustee obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by the Trustee.

Rabbi Trust – December 2010 Page 16

IN CONSIDERATION OF THE FOREGOING, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first above written.

Trinity Industries, Inc.		JPMorgan Chase Bank, N.A.
By:	/s/ S. Theis Rice	By:	/s/ Kristin Brown
Name:	S. Theis Rice	Name:	Kristin Brown
Title:	Senior Vice President, Human Resources and Chief Legal Officer	Title:	Vice President, Relationship Management
Address:	2525 Stemmons Freeway	Address:
	Dallas, TX 75207

Company Tax Identification Number: 

Rabbi Trust – December 2010 Page 17

EXHIBITS AND SCHEDULES

EXHIBIT A List of Plans Covered by this Agreement

The following plans are each a “Plan” for purposes of this Agreement.

Trinity Industries, Inc. Supplemental Profit Sharing and Directors Fee Trust

Rabbi Trust – December 2010 Page 18

EXHIBIT B Secretary’s Certificate

[COMPANY]

Secretary’s Certificate

The undersigned does hereby certify that he/she is the duly elected and qualified Secretary of [Company] (the “Company”).

I further certify that the following is a true copy of resolutions duly adopted by the governing body (“Board”) of the Company:

WHEREAS, the Company sponsors one or more non-qualified deferred compensation plans and desire to establish a trust (the “Trust”); and

WHEREAS, the Company desires to appoint a trustee for the Trust, and in connection therewith to enter into a trust agreement; and

WHEREAS, the Board has reviewed a form of trust agreement (together with the exhibits, schedules and ancillary documents) provided by JPMorgan Chase Bank, N.A. (“J.P. Morgan”) for use in connection with the opening of one or more trust accounts and the conduct of such other transactions between the Company and J.P. Morgan as referred to therein. The form of trust agreement had been reviewed by an officer of the Company, and the indemnities given to J.P. Morgan in the trust agreement were noted. The Board considered the form of the trust agreement.

NOW, THEREFORE, IT IS RESOLVED that the Board hereby approves the Company’s amendment and restatement of the provisions of the Trust in the form of trust agreement (together with the exhibits, schedules and ancillary documents) completed in the manner and form presented to the Board.

FURTHER RESOLVED, that J.P. Morgan is appointed as trustee of the Trust effective upon the delivery of the assets of the Trust to J.P. Morgan.

I further certify that the individuals whose names, titles and specimen signatures appear below are duly elected, qualified and acting officers of the Company holding the positions set forth opposite their names, that their signatures as set forth below are true and genuine and that they have been duly authorized by the Board, in accordance with our By-Laws, to execute the trust agreement, tax documents and any related documentation with respect to our trust account(s) with J.P. Morgan.

Name Title Signature

IN WITNESS WHEREOF, I have subscribed my name this              day of             , 20            .

Secretary

(Affix Seal)

OR

¨ Organization has no Seal

Rabbi Trust – December 2010 Page 19

EXHIBIT C Benefit Payment Services to be Provided by the Trustee

• Issue monthly annuity and lump sum payments either by check or electronic funds transfer (EFT)

• Produce and mail advices for all EFT payments (unless otherwise directed)

• Notify Company regarding all outstanding payments over 90 days

• Supply monthly reporting through InfoWeb

• Supply check photocopies

• In the event of a forged endorsement, make a payment demand for the amount of the item on any honoring bank (and furnish such bank with appropriate documentation for the payment demand). Trustee shall not be required to undertake any recovery litigation.

• Process levies, wage garnishments and other withholding orders as directed the Company.

• Notify the Company of any levy or other withholding order received directly and comply with the same, as directed by the Company.

• As directed by the Company, contest any levy or other withholding order upon the Company’s agreement to indemnify Trustee for its reasonable fees and expenses (including reasonable attorneys’ fees) which it may incur in contesting such levy or other withholding order.

• Make available semi-annual SAS70 or SSAE16 independent auditor controls report, as applicable

• Provide electronic access to plan sponsor and participant applications as listed in Schedule 1 to Exhibit E

Rabbi Trust – December 2010 Page 20

EXHIBIT D Information to be Provided for Benefit Payment Services

Information to be Provided by the Company or Plan Committee

• All payee information and payment direction including:

• Adds, changes and terminations

• Stop and reissue requests

• Photocopy requests

• Authorized signature cards

• Completed Security Administrator Form

• Completed user access application forms, as required

• Funding is required to the custody account at least five business days prior to the benefit payment date or such other date as is notified to the Company or Plan Committee.

Information to be Provided by Trustee

• Cut-off times-As set forth in Trustee’s monthly processing calendar

Rabbi Trust – December 2010 Page 21

EXHIBIT E Electronic Access

1. The Trustee may permit the Company and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the “Products”). The Trustee may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. The Trustee shall endeavor to give the Company reasonable notice of its termination or suspension of access to the Products, but may do so immediately if the Trustee determines, in its sole discretion, that providing access to the Products would violate applicable law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.

2. In consideration of the fees paid by the Company or the Trust Fund to The Trustee and subject to any applicable software license addendum in relation to Trustee-owned or sublicensed software provided for a particular application and applicable law, the Trustee grants to the Company a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products (the “Data”) for the Company’s and the Trust Fund’s internal business use only. The Company may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Company’s Authorized Persons, provided that such use shall be in compliance with the Agreement, including this Exhibit.

3. The Company acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the Internet, and the Company hereby expressly assumes such risks. The Company is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other Internet security software) and personnel necessary for the Company to access and use the Products. All such software must be interoperable with the Trustee’s software. Each of the Company and the Trustee shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

4. In cases where the Trustee’s web site is unexpectedly down or otherwise unavailable, the Trustee shall, absent a force majeure event, provide other appropriate means for the Company or its Authorized Persons to instruct the Trustee or obtain reports from the Trustee. The Trustee shall not be liable for any Liabilities arising out of the Company’s use of, access to or inability to use the Products via the Trustee’s web site in the absence of the Trustee’s gross negligence or willful misconduct.

5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Company hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. The Trustee shall own all right, title and interest in the data reflecting Company usage of the Products or the Trustee’s web site (including, but not limited to, general usage data and aggregated transaction data). The Trustee may use and sublicense data obtained by it regarding the Company’s use of the Products or the Trustee’s website, as long as the Trustee does not disclose to others that the Company was the source of such data or the details of individual transactions effected using the Products or web site.

6. The Company shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.

7. The Company shall promptly and accurately designate in writing to the Trustee the geographic location of its users upon written request. The Company further represents and warrants to the Trustee that the Company shall not access the service from any jurisdiction which the Trustee informs the Company or where the Company has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Company’s behalf, the Company shall obtain from each individual referred to in such document all necessary consents to enable the Trustee to process the data set out therein for the purposes of providing the Products.

Rabbi Trust – December 2010 Page 22

8. The Company will be subject to and shall comply with all applicable laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

9. The Company shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Exhibit.

Rabbi Trust – December 2010 Page 23

SCHEDULE 1

Scope of Services

The following table shows the markets and types of Class Actions for which J.P. Morgan will provide the Services.

MARKET	SETTLED / NOT SETTLED	INSTRUCTION REQUIRED TO PARTICIPATE
U.S.A.	Settled	N

Rabbi Trust – December 2010 Page 24

EX-10.8.1

Exhibit 10.8.1

AMENDMENT DATED DECEMBER 7, 2005 TO THE

TRINITY INDUSTRIES, INC.

DEFERRED PLAN FOR DIRECTOR FEES

Pursuant to the provisions of Article VII thereof, the Trinity Industries, Inc. Deferred Plan for Director Fees (the “Plan”) is hereby amended effective as of December 7, 2005 in the following respects only:

FIRST: The third sentence of the first paragraph of Article II of the Plan is amended by restatement in its entirety to read as follows:

Sums credited to the Account will accrue an interest equivalent from the date they are credited to the Account at a rate equal to the annual LIBOR rate plus 6 points, determined as of the first business day following each Adjustment Date or such other annual rate as determined by the Human Resources Committee of the Board of Directors prior to the beginning of each Annual Period; provided that any such determination shall be limited by, and made in accordance with, Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder.

SECOND: A new Article XII is added to read in its entirety as follows:

XII

ELECTION TO TERMINATE PARTICIPATION IN THE PLAN

Notwithstanding the provisions of Article IV, the Company, in its sole and unfettered discretion, may provide a Participant with the right, exercisable at any time on or before December 28, 2005, to terminate his or her participation in the Plan with respect to all deferred amounts held in his or her Account under the Plan as of December 31, 2004, together with interest, income, and other allocations of earnings after said date and receive an immediate single lump sum distribution of all such deferred amounts held in his or her Account under the Plan. The election and corresponding distribution is intended to comply with the election and distribution provisions of Notice 2005-1, Q&A 20, as published by the Internal Revenue Service. A Participant’s election to terminate his or her participation in the Plan shall become effective upon filing with the Company a written election form provided by the Company.

IN WITNESS WHEREOF, this Amendment has been executed this 7^th day of December, 2005.

TRINITY INDUSTRIES, INC.
By:
	Vice President and Secretary

EX-10.8.2

Exhibit 10.8.2

TRINITY INDUSTRIES, INC.

2005 DEFERRED PLAN FOR DIRECTOR FEES

THIS PLAN, adopted as of the 1^st day of January 2005 by Trinity Industries, Inc., a Delaware corporation (the “Company”), is being established primarily for the purpose of providing to members of the Board of Directors of the Company the ability to defer receipt of all or part of their compensation as a Director. This Plan does not relate to and shall not apply to the Deferred Plan for Director Fees effective July 17, 1996, or any similar plans previously offered by the Company (the “Predecessor Plans”). This Plan is not intended as a “material modification” of the Predecessor Plans as such term is described in any guidance issued under Section 409A of the Internal Revenue Code (hereinafter “Section 409 A”).

I.

DEFINITIONS

Whenever used herein, the following terms shall have the meaning set forth below:

(a) “Account” means the separate memorandum account maintained by the Company for each Director who elects to participate in the Plan.

(b) “Adjustment Date” means the last day of each calendar quarter and such other dates as the Administrative Committee in its discretion may prescribe.

(c) “Annual Fee” means the retainer and meeting fees paid to a Director for services rendered as a member of the Board of Directors of the Company, including fees for services on a committee, for the Annual Period.

(d) “Annual Period” means the calendar year.

(e) “Board of Directors” means the Board of Directors of the Company.

(f) A “Change of Control” shall be deemed to have occurred if the event set forth

in any one of the following paragraphs shall have occurred:

(I) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 30% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause of paragraph (III) below; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on January 1, 2005, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on January 1, 2005, or whose appointment, election or nomination for election was previously so approved or recommended; or

(III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing 30% or more of the combined voting power of the Company’s then outstanding securities; or

(IV) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s

2

assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes hereof:

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(g) “Committee” means the Human Resources Committee of the Board of Directors.

(h) “Director” means a member of the Board of Directors.

(i) “Participant” means a Director who has elected to participate in this Plan in accordance with Article III hereof.

(j) “Plan” means the Trinity Industries, Inc. 2005 Deferred Plan for Director Fees as set forth in this instrument and as it may hereafter be amended from time to time.

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(k) “Termination Date” means the date upon which a Director ceases to be a member of the Board of Directors; provided, however, if a Director is also an employee of the Company (or any affiliated entity), his or her Termination Date shall be the date on which he or she ceases to be a member of the Board of Directors and is also considered to have a separation from service as an employee in accordance with Section 409A.

II.

PLAN DESCRIPTION

A Director may elect, in accordance with Article III hereof, to defer receipt of all or a specified part of his or her Annual Fee. The Company will maintain an Account for each Participant into which the deferred portion of his or her Annual Fee will be credited on the date the Director would otherwise be entitled to receive such amount. For each Annual Period, sums credited to the Account will accrue an interest equivalent from the date they are credited at a rate equal to the annual LIBOR rate plus 6 points or such other annual rate as determined by the Committee prior to the beginning of each Annual Period; provided that any such determination of the Committee shall be limited by, and made in accordance with, Section 409A and any guidance issued thereunder. The accrued interest equivalent shall be credited to the Account on each Adjustment Date, and shall thereafter be subject to subsequent accruals of an interest equivalent.

Each year, prior to the beginning of the Annual Period, a Participant may elect to have the deferred portion of his or her Annual Fee for such Annual Period treated as if invested in units of Common Stock of the Company (“Stock Units”), in lieu of having the Account credited with an interest equivalent as provided in the preceding paragraph. In the event of such an election, Stock Units will be deemed to be acquired on the first day of each quarter for

4

the deferred portion of the Annual Fee credited to the Account in the prior quarter. Dividend equivalents in the form of additional Stock Units will be credited to the Account as of the date of payment of cash dividends on the Company’s Common Stock. A Stock Unit shall be deemed to be equal in value to a share of Common Stock of the Company at the closing price of the Company’s Common Stock on the New York Stock Exchange on the first date of particular determination, or if the date of determination is not a trading day on the New York Stock Exchange, on the next succeeding trading day. In case of a split or other subdivision of the Company’s Common Stock, Stock Units will be similarly deemed to be split or subdivided. At each Adjustment Date, a Participant’s Account that has been credited with Stock Units shall be valued on the basis of shares of the Company’s Common Stock at that date, taking into account any increase or decrease in the market value of the Company’s Common Stock.

For an Annual Period, a Participant must affirmatively elect to have the deferred portion of his or her Annual Fee for such period treated as if invested in Stock Units. Such an election must be made prior to the first day of the applicable Annual Period and shall apply to the deferred portion of the Annual Fee for the entire Annual Period. After such an election is made, the Participant may, for any subsequent Annual Period, change his or her election to have the deferred portion of the Annual Fee for future Annual Periods credited with an interest equivalent. Any amounts previously treated as invested in Stock Units will continue to be so treated as invested in Stock Units, except that at any time following a Participant’s Termination Date, if he or she has not elected to be paid a lump sum, then he or she may elect, by written notice to the Company, to have the Stock Units in his or her Account converted into a dollar value as of the next Adjustment Date to thereafter accrue an interest equivalent on the value of the Account.

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The amount payable from a Participant’s Account shall be determined on the basis of the value of the Account as of the Adjustment Date last preceding the date of payment plus any deferrals credited to and less any distributions made from such Account since such Adjustment Date. The amount of each payment made with respect to an Account shall be deducted from the balance of such Account at the time of payment.

The Participant’s Account, as determined in accordance with the preceding paragraph, will be distributed to the Participant, in accordance with the Participant’s election, either (i) in annual installments not exceeding ten (10) years or (ii) in a lump sum; such installments shall begin, or lump sum payment shall be made, as soon as practicable following the Participant’s Termination Date; provided however, that with respect to any Participant who is treated as a “key employee” (as defined in Code Section 409A) for the year in which the Termination Date occurs, to the extent required by Code Section 409A, such lump sum distribution or the first annual installment (as the case may be) shall be delayed until the date which is six (6) months after the Termination Date (or, if earlier, the date of the Participant’s death). Any such election by the Participant must be made on an “Election and Agreement to Defer Director’s Fees” as provided by the Company. Such distribution election must be made in advance of the performance of services during the Annual Period for which an election to participate in the Plan is or has been made and shall be irrevocable; provided however, a change in the form of the payment may be made if the change is (i) made at least twelve (12) months before the first payment is scheduled to commence, and (ii) such change results in each payment being made no earlier than five (5) years after such payment was scheduled to begin under the prior election. However, no such change may result in the acceleration of any payment in violation of Section 409A.

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Upon a Participant’s Termination Date, the Participant’s distribution shall be made in accordance with the distribution election made on the “Election and Agreement to Defer Director’s Fees” for the Annual Period or periods for which the election applies. If the Participant fails to make an election, the Participant’s Account will be paid in annual installments over a ten (10) year period. If the Participant is paid in installments, the interest equivalent sum will continue to accrue on the undisbursed balance of the Account and the Stock Units will continue to be credited with dividend equivalents on the Stock Units remaining in the Account. All distributions will be deemed to be made pro rata from the interest equivalent balance and from the value of Stock Units, with the portion of the distribution from Stock Units being treated as if an equivalent number of Stock Units had been sold (without commission or other expense) as of the last Adjustment Date in order to make the distribution. The preceding provisions of this paragraph to the contrary notwithstanding, in the event that a Participant’s Termination Date occurs on or after a Change of Control, the Participant’s Account will be distributed to the Participant either in a lump sum within five days of the Change of Control or in annual installments not exceeding ten (10) years, whichever is elected by the Participant in a separate election on a form for such purpose as provided by the Company, which election shall be made at the time of the Participant’s initial election to participate in the Plan and shall be irrevocable; provided, however, that the Participant may change this separate distribution election subsequent to the initial election with the new election to be effective only in the event that the new election is made (i) made at least twelve (12) months before the first payment is scheduled to commence, and (ii) such change results in each payment being made no earlier than five (5) years after such payment was scheduled to begin under the prior election. However, no such change may result in the acceleration of any payment in violation of Section 409A. Provided further that,

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with respect to any Participant who is treated as a “key employee” (as defined in Code Section 409A) for the year in which the Termination Date occurs, to the extent required by Code Section 409A, such lump sum distribution or the first annual installment (as the case may be) shall be delayed until the date which is six (6) months after the Termination Date (or, if earlier, the date of the Participant’s death).

Upon the death of a Participant prior to the receipt of any or all of the installments of his or her Account, such installments as are then unpaid shall be paid in full as soon as practicable following the date of his or her death, to the beneficiary or beneficiaries designated in writing on a form provided by the Company and filed with the Secretary of the Company by the Participant during his lifetime or, upon failure to make such designation or if such designee or designees shall have predeceased Participant, then to the Participant ‘s estate. The Participant shall have the right to change the beneficiary designation from time to time by instrument in writing delivered to the Secretary of the Company.

III.

ELECTION TO BECOME A PARTICIPANT

A Director desiring to become a Participant shall execute an “Election and Agreement to Defer Director’s Fees” as shall be provided by the Company. This election shall be made in advance of the performance of services during the Annual Period for which an election to participate in this Plan is being made and shall be irrevocable for such Annual Period. A Participant who is participating in the Plan may change his or her election for a subsequent Annual Period by executing an “Election and Agreement to Defer Director’s Fees” as shall be provided by the Company, prior to the performance of services for such Annual Period, and such subsequent election shall be irrevocable for such Annual Period.

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IV.

TERMINATION OF ELECTION

Participation in the Plan may not be terminated prior to the end of an Annual Period and shall be continued unless the Participant executes a new election for the next Annual Period to not participate. All amounts credited to a Participant’s Account shall remain in the Account to be distributed or forfeited in accordance with the provisions of this Plan.

V.

MAINTENANCE OF ACCOUNT

The Company shall maintain an Account on behalf of each Participant in the form and manner prescribed by acceptable accounting standards, and shall make a report of same in writing within 90 days after the end of Annual Period to each Participant.

VI.

UNFUNDED PLAN

This Plan shall be unfunded for tax purposes and for purposes of Title I of the ERISA. Neither the Company nor the Board of Directors shall be deemed to be a trustee of any amounts to be paid under this Plan. Said amounts shall continue for all purposes to be a part of the general funds of the Company, and no person other than the Company shall, by virtue of the provisions of this Plan, have any interest in such funds. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. Any liability of the Company to any Participant with respect to a payment to be made under this Plan shall be based solely upon any contractual obligations which may be created by or pursuant to this Plan; no such obligation shall be deemed to be secured by any pledge or any encumbrance on any property of the Company.

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VII.

AMENDMENT AND TERMINATION OF PLAN

The Board of Directors may terminate this Plan at any time. A termination of the Plan shall be effective at the end of the Annual Period in which the Directors vote to terminate the Plan. The Board of Directors may amend this Plan at any time.

Any provision of this Plan to the contrary notwithstanding, no amendment to or termination of this Plan shall reduce the amounts actually credited to a Participant’s Account as of the date of such amendment or termination; further defer the dates for the payment of such amounts without the consent of the affected Participant; or accelerate the date for the payment of such amounts to be made or annual installments to begin.

The preceding provisions of this Article to the contrary notwithstanding, no action taken on or within two years following a Change of Control to amend or terminate this Plan shall be effective unless written consent thereto is obtained from a majority of the Participants who were Directors immediately prior to such Change of Control.

VIII.

EFFECTIVE DATE AND DURATION

This Plan shall become effective as of January 1, 2005. This Plan shall remain in effect until it is terminated by the Board of Directors in accordance with Article VII above.

IX.

GOVERNING LAW

This Plan and the rights of all persons under the Plan shall be construed in accordance with and governed by the laws of the State of Texas.

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X .

RESTRAINTS ON ALIENATION

No Participant or beneficiary of a Participant shall have the right or power to anticipate, by assignment or otherwise, any future payment to be made under this Plan, or any portion thereof; nor, in advance of actually receiving the same, shall any Participant or beneficiary have the right or power to sell, transfer, encumber or in anywise charge same; nor shall any future payment to be made under this Plan, or any portion of same, be subject to any divorce, execution, garnishment, attachment, insolvency, bankruptcy or other legal proceeding of any character, or legal sequestration, levy or sale or in any event or manner be applicable or subject, voluntarily or involuntarily, to the payment of such Participant’s or beneficiary’s debts or other obligations.

XI.

ELECTION TO TERMINATE PARTICIPATION IN THE PLAN

Notwithstanding the provisions of Article IV, the Company, in its sole and unfettered discretion, may provide a Participant with the right, exercisable at any time on or before December 28, 2005, to terminate his or her participation in the Plan with respect to all deferred amounts held in his or her Account under the Plan and receive an immediate single lump sum distribution of all such deferred amounts held in his or her Account under the Plan. The election and corresponding distribution is intended to comply with the election and distribution provisions of Notice 2005-1, Q&A 20, as published by the Internal Revenue Service. A Participant’s election to terminate his or her participation in the Plan with respect to all deferred amounts held in his or her Account shall become effective upon the filing with the Company a written election form provided by the Company.

Adopted, effective as of January 1, 2005.

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EX-10.9.3

Exhibit 10.9.3

AMENDMENT NO. 3 TO

1998 STOCK OPTION AND INCENTIVE PLAN

The Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (the “1998 Plan”) is hereby amended as follows:

1. The first sentence in Section 2 of the Plan is amended to read in its entirety as follows:

“A committee designated by the Board of Directors which shall consist of not less than two members of the Board who shall be appointed by or in accordance with authority delegated by the Board,”

2. The effective date of this Amendment to the 1998 Plan shall be May 3, 2002.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of May 3, 2002.

TRINITY INDUSTRIES, INC.
By:	/s/     Michael G. Fortado

EX-10.9.4

Exhibit 10.9.4

AMENDMENT NO. 4

TO

TRINITY INDUSTRIES, INC.

1998 STOCK OPTION AND INCENTIVE PLAN

WHEREAS, TRINITY INDUSTRIES, INC. (the “Company”) adopted the TRINITY INDUSTRIES, INC. 1998 STOCK OPTION AND INCENTIVE PLAN (the “Plan”); and

WHEREAS, pursuant to Section 22 of the Plan, the Board reserved the right to amend any provision of the Plan; and

WHEREAS, the Board has determined that it is appropriate to amend Section 25 of the Plan to allow greater flexibility for Participants who are subject to tax withholding obligations related to Awards under the Plan;

NOW, THEREFORE, the Plan is amended as follows:

I.

Section 25 of the Plan is amended by adding a new paragraph (c) and (d) to read as follows:

“(c) With respect to any Award, other than a Stock Option award, unless the Committee shall otherwise determine, the recipient of the Award may elect to provide for withholding of federal, state and local taxes and federal payroll taxes at a rate up to the maximum marginal rate for such taxes, in addition to withholding for such taxes required under Section 25(a) above. Any such additional tax withheld at the election of the recipient shall be satisfied either (a) by payment by the recipient to the Company of an amount of such withholding obligation in cash; (b) in the case of cash Awards, through retention by the Company of cash equal to the amount of the additional withholding requested; or (c) in the case of Awards deliverable in Shares, through retention by the Company of a number of Shares having a Fair Market Value equal to the amount of the additional withholding requested. The cash payment or amount equal to the Fair Market Value of the Shares so withheld, as the case may be, shall be remitted by the Company to the appropriate taxing authorities. The Committee may determine from time to time the time and manner in which the recipient may elect to satisfy such additional withholding requested by either the Cash Method or the Share Retention Method.”

“(d) With respect to Stock Option awards, unless the Committee shall otherwise determine, the Participant may elect to provide for withholding of federal, state and local taxes and federal payroll taxes beyond the withholding for such taxes as required under Section 25(a) above up to the maximum marginal rate for such taxes. Any such additional tax withheld shall be satisfied, at the

election of the recipient of the Stock Option award, either (a) by payment by the recipient to the Company of an amount of such withholding in cash or (b) through delivery to the Company of a number of Shares that have been owned for at least six months having a Fair Market Value equal to the amount of the additional withholding requested. The cash payment or amount equal to the Fair Market Value of the Shares so withheld, as the case may be, shall be remitted by the Company to the appropriate taxing authorities. The Committee may determine from time to time the time and manner in which the recipient may elect to satisfy any such additional withholding by the delivery of either cash or shares. Notwithstanding the foregoing, in the event a recipient of a Stock Option award elects to provide for additional withholding, as described above, and the Committee determines, in its sole discretion, that such additional withholding would result in (i) a modification of the recipient’s Stock Option award and (ii) a violation of Section 409A of the Code, and as a result, such Stock Option award would be subject to the taxes described in Section 409A(a)(1) of the Code, no additional withholding shall be permitted with respect to such Stock Option award.

II.

In all other respects, the terms of the Plan are ratified and confirmed.

Executed this                     day of                     , 2005.

TRINITY INDUSTRIES, INC.

By:

Name:

Title:

EX-10.10.1.1

Exhibit 10.10.1.1

TRINITY INDUSTRIES, INC.

NON-QUALIFIED STOCK OPTION TERMS

AND CONDITIONS AS OF December 6, 2005

Unless otherwise prescribed by the Human Resources Committee of the Board of Directors of Trinity Industries, Inc. (the “Committee”), the following Terms and Conditions shall be applicable to Non-Qualified Stock Option awards by Trinity Industries from and after May 10, 2004 and shall be incorporated by reference into all Non-Qualified Stock Option Agreements. As used herein, the terms “this option, the option, option granted herein, or option granted hereunder” mean options granted from time to time pursuant to a Notice of Grant of Stock Options and Non-Qualified Stock Option Agreement into which these Terms and Conditions are incorporated.

l. Grant of Option. Subject to the terms and conditions of the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “2004 Plan”), the Company will grant from time to time to the Optionee options to purchase from the Company the $1.00 par value Common Stock of the Company over a period of time. The price per share (the “Exercise Price”), the total number of shares subject to option (the “Optioned Shares”), and the periods of time during which such Optioned Shares may be purchased are as set forth in a separate Notice of Grant of Stock Options and Non-Qualified Stock Option Agreement into which these Terms and Conditions are incorporated and made a part thereof.

The options granted hereunder are not intended to constitute incentive stock options within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended from time to time.

2. Manner of Exercising Option. The option granted herein shall be exercised by the Optionee only in the State of Texas at the principal office of the Company by:

(a) Delivering to the Controller of the Company a written notice specifying the number of Optioned Shares the Optionee then desires to purchase, which written notice shall be in substantially the following form and shall be signed by the Optionee:

“To Trinity Industries, Inc.:

I hereby exercise my option to purchase from Trinity Industries, Inc. (the “Company”) at Dallas, Texas             shares of its Common Stock in accordance with the Company’s 2004 Stock Option and Incentive Plan and in accordance with my Non-Qualified Stock Option Agreement dated [ the date of the Agreement ] and hereby tender in payment therefore cash and/or stock in the amount of, and/or with an aggregate value equal to $            , being $             per share.

“(Name of Optionee)”

“(Date)”

(b) Tendering the full exercise price of such Optioned Shares either: (1) in cash (including check, bank draft, or money order); or (2) by the delivery of shares of Common Stock of the Company already owned by the Optionee; or (3) tendering shares of Common Stock of the Company owned by the Optionee by delivery of a completed and signed Trinity Industries, Inc. “Stock Option Exercise Attestation Form”; (4) by providing herewith an order for a designated broker to sell part or all of the Optioned Shares and deliver sufficient proceeds to the Company to pay the full exercise price of the Optioned Shares; or (5) by a combination of items b(1), b(2), b(3) or b(4) above .

(c) Tendering the amount of any federal, state, or local tax required to be withheld by the Company due to the exercise of an option granted hereunder which shall be satisfied, at the election of the Optionee but subject to change by the Human Resources Committee, (the “Committee”), either (a) by payment by the Optionee to the Company of the amount of such withholding obligation in cash (the “Cash Method”), or (b) through the retention by the Company of a number of shares of Common Stock out of the Shares being purchased through the exercise of the option having a fair market value equal to (i) the amount of the minimum withholding obligation and (ii) at the election of the Optionee and in accordance with Company policy if effect at the time, a portion or all of the amount of the federal, state or local or other taxes over the required minimum withholding obligation of the Company up to the maximum marginal tax rate for such taxes in connection with the exercise of the option(the “Share Retention Method”). The amount equal to the fair market value of the shares withheld shall be remitted by the Company to the appropriate taxing authorities.

Shares of Common Stock of the Company delivered or tendered to exercise the option must be held for at least six months prior to the date of exercise of the option if the shares were acquired by previous exercise of a stock option or by vesting of Restricted Stock or Restricted Stock Units. Shares acquired by methods other than exercise of a stock option (e.g. open market purchase, gift, etc.) do not have the six month holding requirement.

As soon as practicable after such exercise of the option in whole or in part by the Optionee, the Company will deliver to the Optionee or for the account of the Optionee a certificate or certificates for the number of shares with respect to which the option shall be so exercised minus the number of shares to be withheld, if any, issued in the Optionee’s name. Each purchase of stock hereunder shall be a separate and divisible transaction and a complete contract in and of itself.

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3. Compliance with Securities and Other Laws. The Company shall not be required to sell or issue shares of Common Stock under option if the issuance thereof would constitute a violation by either the Optionee or the Company of any provision of any law or regulation of any governmental authority or any national securities exchange. As a condition of any sale or issuance of the shares of Common Stock under option, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such law or regulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the shares of Common Stock solely for investment and not with a view to distribution and that no distribution of such shares acquired by the Optionee will be made unless registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

4. Early Termination of Option. Unless otherwise determined by the Committee and subject to the provisions of Section 7 hereof, in the event that the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate of the Company for any reason, this option shall terminate completely as to all shares with respect to which the Optionee was not entitled, under the terms hereof, to purchase at the date of such cessation of service. However, to the extent that this option could have been exercised at the date of cessation of service and the Optionee could have purchased shares, under the terms hereof, at the date of such cessation of service, then this option shall continue with respect to those shares which the Optionee could have purchased and had not purchased, under the terms hereof, at the date of such cessation of service only to the extent set forth below.

For purposes hereof, the terms “Disability”, “Retirement” and “Change in Control” shall have the meaning set forth in the 2004 Plan, as may be amended from time to time.

(a) Unless otherwise determined by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the fact that the Optionee is discharged for cause, as determined solely and exclusively by the Committee, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited at the time of the Optionee’s discharge for cause.

(b) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s resignation, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited ten (10) days after the date of the Optionee’s resignation; except that in case the Optionee shall die within ten (10) days after the date of resignation, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from the date of resignation to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

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(c) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Retirement, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited thirty-six (36) months after the date of the Optionee’s Retirement; except that in case the Optionee shall die within thirty-six (36) months after the date of Retirement, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from the date of death to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(d) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Disability, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (d), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(e) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from the termination of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(f) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate for any reason other than discharge for cause, resignation, Retirement, Disability, or death, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (f), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (l2) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(g) Despite the provisions of paragraphs (b), (c), (d), (e), and (f) of this Section 4, no option shall be exercisable under any condition after the date or dates specified in Section l.

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5. Nontransferability of Option. Except as provided in the 2004 Plan, this option shall not be transferable otherwise than by will or the laws of descent and distribution, and this option may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

6. Adjustments upon Changes in Capitalization. The Committee may make adjustments in the number of shares subject to option for any subdivision or consolidation of shares of Common Stock of the Company as provided in the 2004 Plan.

Except as expressly provided in the 2004 Plan and in Section 7 hereof, Optionee shall have no rights by reason of any subdivision or consolidation of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation, or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Optioned Shares or the Exercise Price.

The granting of this option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate, or sell, or transfer all or any part of its business or assets.

7. Vesting of Option.

(a) The option granted hereunder may only be exercised to the extent that the Optionee is vested in such option. The Optionee shall vest in the option granted hereunder in accordance with the schedule specified in Section l. This option vesting schedule will be accelerated at the discretion of the Committee as provided in the 2004 Plan or in the event the provisions of paragraphs (b) or (c) of this Section 7 apply.

(b) If the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, Disability, or Retirement, or in the event of a Change in Control of the Company, the Optionee or the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall become fully vested in the option granted hereunder and shall have the immediate right to exercise such option to the extent not previously exercised.

(c) In the event of the dissolution or liquidation of the Company, the option granted hereunder shall terminate as of a date to be fixed by the Board of Directors, provided that not less than thirty (30) days’ written notice of the date so fixed shall be given to the Optionee and the Optionee shall have the right during such period to exercise the option even though the option would not otherwise be exercisable under the option vesting schedule. At the end of such period, any unexercised option shall terminate and be of no further effect.

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8. No Rights of a Stockholder or of Continued Employment or of Grant of Additional Options. Optionee shall not have any of the rights of a stockholder of the Company with respect to the Optioned Shares except to the extent that one or more certificates for Optioned Shares shall have been delivered to Optionee, or Optionee has been determined to be a stockholder of record by the Company’s Transfer Agent, upon due exercise of the option. Further, nothing herein shall confer upon Optionee any right to remain in the employ or continue as a director of the Company or one of its Affiliates, and nothing herein shall be construed in any manner to interfere in any way with the right of the Company or its Affiliates to terminate the Optionee’s employment or directorship at any time. Further, nothing herein shall confer upon Optionee any right to receive any future grants of options.

9. Substitution for Stock Appreciation Rights. As provided in the 2004 Plan, the Committee, at any time when the Company is subject to fair value accounting for equity-based compensation granted to its employees and/or directors, shall have the right to substitute Stock Appreciation Rights for outstanding Options granted to Optionee, provided the substituted Stock Appreciation Rights call for settlement by the issuance of Shares, and the terms and conditions of the substituted Stock Appreciation Rights are equivalent to the terms and conditions of the Options being replaced, as determined by the Committee.

10. Interpretation by the Committee. The administration of the Company’s 2004 Plan has been vested in the Committee, and all questions of interpretation and application of these Terms and Conditions and the Notice of Grant of Stock Options and Non-Qualified Option Agreement shall be subject to the determination by a majority of such Committee members, which determination shall be final and binding on Optionee.

11. Confidentiality. The option granted hereunder is to be treated as STRICTLY CONFIDENTIAL. An Optionee who shares information regarding the option granted hereunder with other employees or outside persons, other than as required to comply with applicable laws or as necessary to manage his or her personal finances, is subject to the option granted hereunder being forfeited upon a determination by the Human Resources Committee that the Optionee has violated this Section.

12. Policy for Repayment on Restatement of Financial Statements. The option granted hereunder is subject to cancellation upon a determination by the Human Resources Committee pursuant to the Policy for Repayment on Restatement of Financial Statements in effect at the time of such determination, which Policy is incorporated herein by reference.

13. Option Subject to Stock Option Plan. In case of any conflict between these Terms and Conditions, the Notice of Grant of Stock Options and Non-Qualified Option Agreement and the 2004 Plan, the terms, conditions and provisions of the 2004 Plan shall be controlling.

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EX-10.10.2.1

Exhibit 10.10.2.1

TRINITY INDUSTRIES, INC.

INCENTIVE STOCK OPTION TERMS AND CONDITIONS

AS OF December 6, 2005

Unless otherwise prescribed by the Human Resources Committee of the Board of Directors of Trinity Industries, Inc. (the “Committee”), the following Terms and Conditions shall be applicable to Incentive Stock Option awards by Trinity Industries from and after May 10, 2004 and shall be incorporated by reference into all Incentive Stock Option Agreements. As used herein, the terms “this option, the option, option granted herein, or option granted hereunder” mean options granted from time to time pursuant to a Notice of Grant of Stock Options and Incentive Stock Option Agreement into which these Terms and Conditions are incorporated.

l. Grant of Option. Subject to the terms and conditions of the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “2004 Plan”), the Company will grant from time to time to the Optionee options to purchase from the Company the $1.00 par value Common Stock of the Company over a period of time. The price per share (the “Exercise Price”), the total number of shares subject to option (the “Optioned Shares”), and the periods of time during which such Optioned Shares may be purchased are as set forth in a separate Notice of Grant of Stock Options and Incentive Stock Option Agreement into which these Terms and Conditions are incorporated and made a part thereof.

The options granted hereunder are intended to constitute incentive stock options within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended. At any time while this agreement is in effect, Optionee may elect to convert any unexercised incentive stock options awarded hereby into non-qualified stock options, in which event a Non-Qualified Stock Agreement shall be entered into with the same Exercise Price regarding the unexercised Option Shares as provided in Notice of Grant of Stock Options and Incentive Stock Option Agreement and with the same terms that would have been provided in a Non-Qualified Stock Option Agreement had it been entered into on the date of the Notice of Grant of Stock Options and Incentive Stock Option Agreement.

2. Manner of Exercising Option. The option granted herein shall be exercised by the Optionee only in the State of Texas at the principal office of the Company by:

(a) Delivering to the Controller of the Company a written notice specifying the number of Optioned Shares the Optionee then desires to purchase, which written notice shall be in substantially the following form and shall be signed by the Optionee:

“To Trinity Industries, Inc.:

I hereby exercise my option to purchase from Trinity Industries, Inc. (the “Company”) at Dallas, Texas                         shares of its Common Stock in

accordance with the Company’s 2004 Stock Option and Incentive Plan and in accordance with my Incentive Stock Option Agreement dated [ the date of the Agreement ] and hereby tender in payment therefore cash and/or stock in the amount of, and/or with an aggregate value equal to $                 , being $                 per share.

“(Name of Optionee)”

“(Date)”

(b) Tendering the full exercise price of such Optioned Shares either: (1) in cash (including check, bank draft, or money order); or (2) by the delivery of shares of Common Stock of the Company already owned by the Optionee; or (3) tendering shares of Common Stock of the Company owned by the Optionee by delivery of a completed and signed Trinity Industries, Inc. “Stock Option Exercise Attestation Form”; (4) by providing herewith an order for a designated broker to sell part or all of the Optioned Shares and deliver sufficient proceeds to the Company to pay the full exercise price of the Optioned Shares; or (5) by a combination of items b(1), b(2), b(3) or b(4) above .

(c) Tendering the amount of any federal, state, or local tax required to be withheld by the Company due to the exercise of an option granted hereunder which shall be satisfied, at the election of the Optionee but subject to change by the Human Resources Committee, (the “Committee”), either (a) by payment by the Optionee to the Company of the amount of such withholding obligation in cash (the “Cash Method”), or (b) through the retention by the Company of a number of shares of Common Stock out of the Shares being purchased through the exercise of the option having a fair market value equal to the amount of the minimum withholding obligation (the “Share Retention Method”).

Shares of Common Stock of the Company delivered or tendered to exercise the option must be held for at least six months prior to the date of exercise of the option if the shares were acquired by previous exercise of a stock option or by vesting of Restricted Stock or Restricted Stock Units. Shares acquired by methods other than exercise of a stock option (e.g. open market purchase, gift, etc.) do not have the six month holding requirement.

As soon as practicable after such exercise of the option in whole or in part by the Optionee, the Company will deliver to the Optionee or for the account of the Optionee a certificate or certificates for the number of shares with respect to which the option shall be so exercised minus the number of shares to be withheld, if any, issued in the Optionee’s name. Each purchase of stock hereunder shall be a separate and divisible transaction and a complete contract in and of itself.

3. Compliance with Securities and Other Laws. The Company shall not be required to sell or issue shares of Common Stock under option if the issuance thereof would constitute a violation by either the Optionee or the Company of any provision of any law or regulation of any governmental authority or any national securities exchange. As a condition of any sale or

2

issuance of the shares of Common Stock under option, the Company may place legends on shares, issue stop transfer orders and require such agreements or undertakings from the Optionee as the Company may deem necessary or advisable to assure compliance with any such law or regulation, including, if the Company or its counsel deems it appropriate, representations from the Optionee that the Optionee is acquiring the shares of Common Stock solely for investment and not with a view to distribution and that no distribution of such shares acquired by the Optionee will be made unless registered pursuant to applicable federal and state securities laws, or in the opinion of counsel of the Company, such registration is unnecessary.

4. Early Termination of Option. Unless otherwise determined by the Committee and subject to the provisions of Section 7 hereof, in the event that the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate of the Company for any reason, this option shall terminate completely as to all shares with respect to which the Optionee was not entitled, under the terms hereof, to purchase at the date of such cessation of service. However, to the extent that this option could have been exercised at the date of cessation of service and the Optionee could have purchased shares, under the terms hereof, at the date of such cessation of service, then this option shall continue with respect to those shares which the Optionee could have purchased and had not purchased, under the terms hereof, at the date of such cessation of service only to the extent set forth below.

For purposes hereof, the terms “Disability”, “Retirement” and “Change in Control” shall have the meaning set forth in the 2004 Plan, as may be amended from time to time.

(a) Unless otherwise determined by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the fact that the Optionee is discharged for cause, as determined solely and exclusively by the Committee, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited at the time of the Optionee’s discharge for cause.

(b) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s resignation, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited ten (10) days after the date of the Optionee’s resignation; except that in case the Optionee shall die within ten (10) days after the date of resignation, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from the date of resignation to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(c) If the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Retirement, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date of the Optionee’s Retirement; except that in case the Optionee shall die within three (3) months after the date of Retirement, the personal representatives, heirs, legatees, or distributes of the Optionee, as appropriate, shall have the right up to twelve (12) months from the date of death to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

3

(d) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of the Optionee’s Disability, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (d), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(e) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from the termination of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(f) Unless such periods are otherwise extended by the Committee, if the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate for any reason other than discharge for cause, resignation, Retirement, Disability, or death, all rights of the Optionee to exercise an option shall terminate, lapse, and be forfeited three (3) months after the date that the Optionee ceased to be an officer, director, or employee of the Company or an Affiliate; except that in case the Optionee shall die within three (3) months after the Optionee ceases to be an officer, director, or employee pursuant to the provisions of this paragraph (f), the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall have the right up to twelve (12) months from such cessation of service to exercise any such option to the extent that the option was exercisable prior to death and had not been so exercised.

(g) Despite the provisions of paragraphs (b), (c), (d), (e), and (f) of this Section 4, no option shall be exercisable under any condition after the date or dates specified in Section 1.

5. Nontransferability of Option. This option shall not be transferable otherwise than by will or the laws of descent and distribution, and this option may be exercised, during the lifetime of the Optionee, only by the Optionee. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of this option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon this option shall be null and void and without effect.

4

6. Adjustments upon Changes in Capitalization. The Committee may make adjustments in the number of shares subject to option for any subdivision or consolidation of shares of Common Stock of the Company as provided in the 2004 Plan.

Except as expressly provided in the 2004 Plan and in Section 7 hereof, Optionee shall have no rights by reason of any subdivision or consolidation of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation, or spin-off of assets or stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Optioned Shares or the Exercise Price.

The granting of this option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate, or sell, or transfer all or any part of its business or assets.

7. Vesting of Option.

(a) The option granted hereunder may only be exercised to the extent that the Optionee is vested in such option. The Optionee shall vest in the option granted hereunder in accordance with the schedule specified in Section l. This option vesting schedule will be accelerated at the discretion of the Committee as provided in the 2004 Plan or in the event the provisions of paragraphs (b) or (c) of this Section 7 apply.

(b) If the Optionee ceases to be an officer, director, or employee of the Company or an Affiliate by reason of death, Disability, or Retirement, or in the event of a Change in Control of the Company, the Optionee or the personal representatives, heirs, legatees, or distributees of the Optionee, as appropriate, shall become fully vested in the option granted hereunder and shall have the immediate right to exercise such option to the extent not previously exercised.

(c) In the event of the dissolution or liquidation of the Company, the option granted hereunder shall terminate as of a date to be fixed by the Board of Directors, provided that not less than thirty (30) days’ written notice of the date so fixed shall be given to the Optionee and the Optionee shall have the right during such period to exercise the option even though the option would not otherwise be exercisable under the option vesting schedule. At the end of such period, any unexercised option shall terminate and be of no further effect.

5

8. No Rights of a Stockholder or of Continued Employment or of Grant of Additional Options. Optionee shall not have any of the rights of a stockholder of the Company with respect to the Optioned Shares except to the extent that one or more certificates for Optioned Shares shall have been delivered to Optionee, or Optionee has been determined to be a stockholder of record by the Company’s Transfer Agent, upon due exercise of the option. Further, nothing herein shall confer upon Optionee any right to remain in the employ or continue as a director of the Company or one of its Affiliates, and nothing herein shall be construed in any manner to interfere in any way with the right of the Company or its Affiliates to terminate the Optionee’s employment or directorship at any time. Further, nothing herein shall confer upon Optionee any right to receive any future grants of options.

9. Substitution for Stock Appreciation Rights. As provided in the 2004 Plan, the Committee, at any time when the Company is subject to fair value accounting for equity-based compensation granted to its employees and/or directors, shall have the right to substitute Stock Appreciation Rights for outstanding Options granted to Optionee, provided the substituted Stock Appreciation Rights call for settlement by the issuance of Shares, and the terms and conditions of the substituted Stock Appreciation Rights are equivalent to the terms and conditions of the Options being replaced, as determined by the Committee.

10. Interpretation by the Committee. The administration of the Company’s 2004 Plan has been vested in the Committee, and all questions of interpretation and application of these Terms and Conditions and the Notice of Grant of Stock Options and Incentive Option Agreement shall be subject to the determination by a majority of such Committee members, which determination shall be final and binding on Optionee.

11. Confidentiality. The option granted hereunder is to be treated as STRICTLY CONFIDENTIAL. An Optionee who shares information regarding the option granted hereunder with other employees or outside persons, other than as required to comply with applicable laws or as necessary to manage his or her personal finances, is subject to the option granted hereunder being forfeited upon a determination by the Human Resources Committee that the Optionee has violated this Section.

12. Policy for Repayment on Restatement of Financial Statements. The option granted hereunder is subject to cancellation upon a determination by the Human Resources Committee pursuant to the Policy for Repayment on Restatement of Financial Statements as may be in effect at the time of such determination, which Policy is incorporated herein by reference.

13. Option Subject to Stock Option Plan. In case of any conflict between these Terms and Conditions, the Notice of Grant of Stock Options and Incentive Option Agreement and the 2004 Plan, the terms, conditions and provisions of the 2004 Plan shall be controlling.

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EX-10.17

Exhibit 10.17

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

20 October 2011

among

as Borrower,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

as Administrative Agent

with

BANK OF AMERICA, N.A.,

THE ROYAL BANK OF SCOTLAND plc

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as co-syndication agents

and

LLOYDS TSB BANK, PLC,

as documentation agent

J.P. MORGAN SECURITIES LLC,

as Sole Bookrunner and Sole Lead Arranger

TABLE OF CONTENTS

	Page No.
ARTICLE I DEFINITIONS		8
Section 1.01 Defined Terms		8
Section 1.02 Classification of Loans and Borrowings		28
Section 1.03 Terms Generally		29
Section 1.04 Accounting Terms; GAAP		29
Section 1.05 Conversion of Foreign Currencies		29
(a) Dollar Equivalents		29
(b) Rounding-Off		29
ARTICLE II THE CREDITS		30
Section 2.01 Commitments		30
Section 2.02 Revolving Loans and Revolving Borrowings		30
(a) Loans Made Ratably		30
(b) Initial Type of Loans		30
(c) Minimum Amounts; Limitations on Fixed Rate Borrowings		30
(d) Limitations on Interest Periods		30
Section 2.03 Requests for Borrowings		30
Section 2.04 Swingline Loans		31
(a) Commitment		31
(b) Swingline Borrowing Procedure		31
(c) Lender Participation in Swingline Loans		32
Section 2.05 Letters of Credit		32
(a) General		32
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions		32
(c) Expiration Date		33
(d) Participations		33
(e) Reimbursement		33
(f) Obligations Absolute		34
(g) Disbursement Procedures		35
(h) Interim Interest		35
(i) Replacement of Issuing Bank		35
(j) Cash Collateralization		35
Section 2.06 Funding of Borrowings		36
(a) By Lenders		36
(b) Funding Assumed Made		36
Section 2.07 Interest Elections		37
(a) Conversion and Continuation		37
(b) Delivery of Interest Election Request		37
(c) Contents of Interest Election Request		37
(d) Notice to the Lenders		37
(e) Limitations on Election		37
Section 2.08 Request for a Note		38
Section 2.09 Termination and Reduction of Commitments; Certain Prepayments		38
(a) Automatic and Mandatory Termination		38
(b) Mandatory Reduction		38
(c) Optional Termination or Reduction		38
(d) Notice of Termination or Reduction		38

Section 2.10 Repayment of Loans; Evidence of Debt	39
(a) Promise to Pay	39
(b) Lender Records	39
(c) Administrative Agent Records	39
(d) Prima Facie Evidence	39
Section 2.11 Prepayment of Loans; Application of Prepayments	39
(a) Optional Prepayment	39
(b) Mandatory Prepayment.	39
(c) Commitment in Excess of Outstandings	40
(d) Notice of Prepayment; Application of Prepayments	40
Section 2.12 Fees	40
(a) Commitment Fees	40
(b) Letter of Credit Fees	41
(c) Administrative Agent Fees	41
(d) Payment of Fees	41
Section 2.13 Interest	41
(a) ABR Borrowings	41
(b) Eurodollar Borrowings	41
(c) Foreign Currency Borrowing	42
(d) Swingline Loans	42
(e) Default Interest	42
(f) Payment of Interest	42
(g) Computation	42
Section 2.14 Market Disruption; Alternate Rate of Interest	42
(a) Market Disruption Applicable to Foreign Currency Loans	42
(b) Alternate Rate of Interest	43
Section 2.15 Increased Costs	43
(a) Change in Law	43
(b) Capital Adequacy	44
(c) Delivery of Certificate	44
(d) Limitation on Compensation	44
Section 2.16 Break Funding Payments	44
Section 2.17 Taxes	45
(a) Gross Up	45
(b) Payment of Other Taxes	45
(c) Tax Indemnification	45
(d) Receipts	45
(e) Foreign Lenders	46
(f) FATCA	46
Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs	46
(a) Payments Generally	46
(b) Pro Rata Application	46
(c) Sharing of Set offs	47
(d) Payments From Borrower Assumed Made	47
(e) Application of Proceeds of Subsidiary Guaranty	48
Section 2.19 Illegality	48
(a) Illegality	48
(b) Affected Loans	48

Section 2.20 Mitigation Obligations; Replacement of Lenders	49
(a) Mitigation Obligations	49
(b) Replacement of Lenders	49
Section 2.21 Defaulting Lenders	49
(a) Suspension of Commitment Fees	49
(b) Suspension of Voting	49
(c) Participation Exposure	50
(d) Suspension of Swingline Loans	50
(e) Setoff against Defaulting Lender	50
Section 2.22 Increase of Revolving Commitments	51
(a) Limitation on Increases and Additions	51
(b) New Lenders	51
(c) Implementation of Increase	52
(d) Pro Rata Revolving Fundings	52
Section 2.23 European Economic and Monetary Union Provisions	52
(a) Redenomination and Foreign Currencies	52
(b) Payments by Agent Generally	52
(c) Basis of Accrual	52
(d) Rounding and other Consequential Changes	53
ARTICLE III REPRESENTATIONS AND WARRANTIES	53
Section 3.01 Organization; Powers	53
Section 3.02 Authorization; Enforceability	53
Section 3.03 Governmental Approvals; No Conflicts	53
Section 3.04 Financial Condition; No Material Adverse Change	54
(a) Financial Condition	54
(b) No Material Adverse Change	54
Section 3.05 Properties	54
(a) Title	54
(b) Intellectual Property	54
Section 3.06 Litigation	54
(a) Litigation	54
(b) Change in Disclosed Matters	54
Section 3.07 Compliance with Laws and Agreements	54
Section 3.08 Investment Company Status	55
Section 3.09 Taxes	55
Section 3.10 ERISA	55
Section 3.11 Subsidiaries	55
Section 3.12 Burdensome Obligations	55
Section 3.13 Employee Matters	55
Section 3.14 Disclosure	55
Section 3.15 Margin Stock	56
Section 3.16 Primary Business	56
Section 3.17 Environmental Matters	56
(a) Compliance with Environmental Law	56
(b) Hazardous Materials	56
(c) Release	56
Section 3.18 Designated Senior Debt	56
Section 3.19 Schedules to other Loan Documents	56

ARTICLE IV CONDITIONS	57
Section 4.01 Effective Date	57
(a) This Agreement	57
(b) Opinion	57
(c) Corporate Authorizations	57
(d) Closing Certificate	57
(e) Fees	57
(f) Existing Credit Agreement	57
(g) Other Documentation	57
Section 4.02 Each Credit Event	58
(a) Representations and Warranties	58
(b) No Default	58
(c) Lending Limits	58
(d) Borrowing Request	58
Section 4.03 Effective Date Advances and Adjustments	58
ARTICLE V AFFIRMATIVE COVENANTS	59
Section 5.01 Financial Statements and Other Information	59
(a) Annual Audit	59
(b) Quarterly Financial Statements	59
(c) Compliance Certificate	59
(d) Accountant’s Certificate	59
(e) Public Reports	60
(f) Delivery of Additional Subsidiary Guarantees	60
(g) Subordinated Note Indenture Notices	60
(h) Additional Information	60
Section 5.02 Notices of Material Events	60
(a) Default	60
(b) Material Litigation	60
(c) ERISA Event	60
(d) Ratings	60
(e) Environmental Issues	60
(f) Material Events	61
Section 5.03 Existence; Conduct of Business	61
Section 5.04 Payment of Obligations	61
Section 5.05 Maintenance of Properties; Insurance	61
Section 5.06 Books and Records; Inspection Rights	61
Section 5.07 Compliance with Laws	61
Section 5.08 Use of Proceeds	61
Section 5.09 Maintenance of Debt Ratings	62
ARTICLE VI NEGATIVE COVENANTS	62
Section 6.01 Indebtedness	62
Section 6.02 Liens	63
Section 6.03 Fundamental Changes	64
(a) Merger, Liquidation, etc	64
(b) Nature of Business	64
Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions	64
Section 6.05 Hedging Agreements	65

Section 6.06 Restricted Payments ; Certain Payments of Subordinated Debt	65
(a) Restricted Payments	65
(b) Subordinated Debt Payments	66
Section 6.07 Transactions with Affiliates	67
Section 6.08 Restrictive Agreements	67
Section 6.09 Financial Covenants	67
(a) Interest Coverage Ratio	67
(b) Leverage Ratio	68
(c) Unrestricted Subsidiary Indebtedness Interest Coverage Ratio	68
(d) Senior Leverage Ratio	68
Section 6.10 Fiscal Year	68
Section 6.11 Modifications to Debt Documents; Payment Restrictions	68
Section 6.12 Asset Sales	68
Section 6.13 Sale and Leaseback Transactions	69
Section 6.14 Trinity Marks Company	69
ARTICLE VII EVENTS OF DEFAULT	69
(a) Principal Payment	69
(b) Other Payments	69
(c) Representations and Warranties	69
(d) Immediate Covenant Defaults	69
(e) Other Covenant Defaults	70
(f) Cross Payment Default	70
(g) Cross Covenant Default	70
(h) Cross Default to Unrestricted Subsidiary Material Indebtedness	70
(i) Involuntary Proceedings	70
(j) Voluntary Proceedings	70
(k) Unable to Pay Debts	71
(l) Judgments	71
(m) Erisa	71
(n) Change of Control	71
(o) Subsidiary Guaranty	71
ARTICLE VIII ADMINISTRATIVE AGENT	71
Section 8.01 Appointment	71
Section 8.02 Rights as a Lender	71
Section 8.03 Limitation of Duties and Immunities	72
Section 8.04 Reliance on Third Parties	72
Section 8.05 Sub-Agents	72
Section 8.06 Successor Agent	73
Section 8.07 Independent Credit Decision	73
Section 8.08 Other Agents	73
Section 8.09 Powers and Immunities of Issuing Bank and Swingline Lender	73
Section 8.10 Lender Affiliates Rights	74
Section 8.11 Authorized Release of Material Subsidiary	74

ARTICLE IX MISCELLANEOUS	74
Section 9.01 Notices	74
Section 9.02 Waivers; Amendments	75
(a) No Waiver; Cumulative Rights	75
(b) Amendments	75
(c) Hedging Agreements Separate	76
Section 9.03 Expenses; Indemnity; Damage Waiver	76
(a) Expenses	76
(b) Indemnity	76
(c) Lenders’ Agreement to Pay	77
(d) Waiver of Damages	77
(e) Payment	78
Section 9.04 Successors and Assigns	78
(a) Successors and Assigns	78
(b) Assignments	78
(c) Maintenance of the Register	79
(d) Acceptance by Administrative Agent	79
(e) Participations	79
(f) Participant’s Rights	79
(g) Pledge	80
Section 9.05 Survival	80
Section 9.06 Counterparts; Integration; Effectiveness; Amendment and Restatement	80
Section 9.07 Severability	81
Section 9.08 Right of Setoff	81
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process	81
(a) Governing Law	81
(b) Jurisdiction	81
(c) Venue	81
(d) Service of Process	81
Section 9.10 WAIVER OF JURY TRIAL	82
Section 9.11 Headings	82
Section 9.12 Confidentiality	82
Section 9.13 Interest Rate Limitation	82
Section 9.14 USA Patriot Act Notice	84
Section 9.15 Judgment Currency	84

Index of Schedules and Exhibits

SCHEDULES:
SCHEDULE 1.01	—	Existing Letters of Credit
SCHEDULE 1.01(a)	—	Existing Subsidiary Guaranties
SCHEDULE 1.02	—	Calculation of MLA Cost
SCHEDULE 2.01	—	Revolving Commitments
SCHEDULE 3.06	—	Disclosed Matters
SCHEDULE 3.11	—	Subsidiaries
SCHEDULE 3.13	—	Employee Matters
SCHEDULE 6.01	—	Existing Indebtedness
SCHEDULE 6.02	—	Existing Liens
SCHEDULE 6.08	—	Existing Restrictions
EXHIBITS:
EXHIBIT A	—	Form of Assignment and Acceptance
EXHIBIT B	—	Form of Borrowing Request
EXHIBIT C	—	Form of Interest Election Request
EXHIBIT D	—	Form of Compliance Certificate
EXHIBIT E	—	Form of Revolving Credit Note
EXHIBIT F	—	Form of Certificate of Effectiveness
EXHIBIT G	—	Form of Increased Commitment Supplement
EXHIBIT H	—	Form of Subsidiary Guaranty

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 20, 2011, among TRINITY INDUSTRIES, INC., a Delaware corporation (“Borrower”), JPMORGAN CHASE BANK, N.A., individually as a Lender, as Issuing Bank, and as Administrative Agent and each of the lenders that is a signatory hereto or which hereafter becomes a party hereto as provided in Section 9.04 or Section 2.22 (individually, a “Lender” and collectively, “Lenders”).

W I T N E S S E T H

Borrower has entered into that certain Second Amended and Restated Credit Agreement dated as of April 20, 2005 with the various financial institutions named therein and JP Morgan Chase Bank, N.A., as administrative agent for the lenders (as the same has been amended or otherwise modified from time to time prior to the Effective Date, the “Existing Credit Agreement”).

Effective as of the date hereof, Commerzbank AG, New York and Grand Cayman Branches has assigned all of its right, title and interest in and to the Existing Credit Agreement to JPMorgan Chase Bank, N.A. .

Borrower has requested that the lenders under the Existing Credit Agreement and the Administrative Agent amend and restate the Existing Credit Agreement and add Fifth Third Bank and Branch Banking and Trust Company as Lenders. The Lenders and the Administrative Agent have agreed to do so on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the satisfaction of each condition precedent contained in Section 4.01 hereof, the satisfaction of which shall be evidenced by the execution by the Borrower and the Administrative Agent of the Certificate of Effectiveness (as herein defined), the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder. JPMorgan Chase Bank, N. A. may, in its discretion, arrange for one or more of its domestic or foreign branches or Affiliates to perform its obligations as the Administrative Agent hereunder and in such event, the term “Administrative Agent” shall include any such branch or Affiliate with respect to such obligations.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or with respect to the determination of the Alternate Base Rate, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period or, with respect to the determination of the Alternate Base Rate, for a one month interest period multiplied by (b) the Statutory Reserve Rate.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Revolving Commitment” means the sum of all of the Lenders’ Revolving Commitments.

“Aggregate Revolving Credit Exposure” means the sum of all of the Lenders’ Revolving Credit Exposures.

“Agreement” means this Credit Agreement.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Adjusted LIBO Rate for a one month interest period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Adjusted LIBO Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate, the Adjusted LIBO Rate or the Federal Funds Effective Rate, respectively.

“Applicable Rate” means, for any day, with respect to any Fixed Rate Loan or ABR Loan, or with respect to the commitment fees payable hereunder, the applicable rate per annum set forth below under the caption “Fixed Rate Spread,” “ABR Spread” or “Commitment Fee Rate” as the case may be, based upon the Leverage Ratio for the Rolling Period ending on the most recent Quarterly Date with respect to which the Administrative Agent shall have received the financial statements and other information (the “Current Information”) required to be delivered to the Administrative Agent pursuant to Section 5.01(a) or Section 5.01(b) and the compliance certificate required to be delivered pursuant to Section 5.01(c) in respect of such financial statements:

	Fixed Rate		Commitment Fee
Leverage Ratio	Spread	ABR Spread	Rate
Less than 1.00 to 1.00	1.50%	0.50%	0.25%
Greater than or equal to 1.00 to 1.00 but less than 1.75 to 1.00	1.75%	0.75%	0.30%
Greater than or equal to 1.75 to 1.00 but less than 2.50 to 1.00	2.00%	1.00%	0.35%
Greater than or equal to 2.50 to 1.00	2.25%	1.25%	0.40%

As of the Effective Date, the Current Information is based upon the financial statements of the Borrower dated as of June 30, 2011 and reflects that the Leverage Ratio as of June 30, 2011 is less than 1.00 to 1.00. Each change in the Applicable Rate based on a change in the Current Information shall become effective on the date on which Current Information is delivered to the Lenders pursuant to Section 5.01

(but in any event not later than the 45th day after the end of each of the first three quarterly periods of each Fiscal Year or the 90th day after the end of each Fiscal Year, as the case may be) and shall remain in effect until the next change to be effected pursuant to this paragraph. If any Current Information is not delivered within the time periods specified in Section 5.01, then, until such Current Information is delivered, the Leverage Ratio as of the end of the Rolling Period that would have been covered thereby shall, for the purposes of this definition, be deemed to be greater than or equal to 2.50 to 1.00. The Leverage Ratio shall initially be determined based on the Current Information. If it is ever subsequently determined that the Current Information did not accurately report the information necessary to determine the Leverage Ratio and as a result thereof, the Leverage Ratio utilized to determine the Applicable Rates was not correct and resulted in the Applicable Rates being otherwise lower than they should have been if the Leverage Ratio was accurately determined, the Borrower shall pay to the Administrative Agent the amount that would have been due under the terms hereof if the Leverage Ratio was calculated correctly. A certificate of the Administrative Agent setting forth the amount or amounts (including a reasonably detailed calculation thereof) of any such difference shall be delivered to the Borrower and the Borrower shall pay the Administrative Agent the amount shown as due on any such certificate within 10 days after receipt thereof.

“Arranger” means J.P. Morgan Securities LLC, in its capacity as Sole Lead Arranger and Bookrunner.

“Asset Disposition” means any sale, securitization, assignment, lease, license, exchange, conversion or other disposition by the Borrower or any of the Restricted Subsidiaries of any of its assets, including pursuant to any casualty or condemnation proceeding affecting such assets, but excluding (i) any of the foregoing expressly permitted by Section 6.12 hereof and (ii) any of the foregoing approved by the Required Lenders.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in substantially the form of Exhibit A or any other form approved by the Administrative Agent.

“Authorized Officer” means the Chairman, the President, the Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of the Borrower or any Material Subsidiary, as applicable, or any other officer of the Borrower or any Material Subsidiary specified to the Administrative Agent in writing by any of the aforementioned officers of the Borrower or any Material Subsidiary.

“Availability Period” means the period from and including the Effective Date to but excluding the Revolving Commitment Termination Date.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” shall have the meaning set forth in the initial paragraph hereof.

“Borrowing” means (a) Loans of the same Type, made, converted or continued on the same date and, in the case of Fixed Rate Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, in substantially the form of Exhibit B or any other form approved by the Administrative Agent.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Dallas, Texas are authorized or required by law to remain closed; provided that, when used in connection with (a) a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in the London interbank market and (b) a Foreign Currency Loan, the term “Business Day” shall also exclude: (i) any day on which banks are not open for dealings in deposits in the applicable Foreign Currency in the applicable Foreign Currency Office or the applicable interbank market and (ii) any day that is not a TARGET Day.

“Capital Expenditures” means, as to any Person for any period, all expenditures (whether paid in cash or accrued as a liability, including the portion of Capital Lease Obligations originally incurred during such period that are capitalized on the consolidated balance sheet of such Person) by such Person and its subsidiaries during such period that, in conformity with GAAP, are included in “capital expenditures,” “additions to property, plant or equipment” or comparable items on the consolidated financial statements of such Person, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset that was destroyed or damaged, in whole or in part, in an amount equal to any insurance proceeds received in connection with such destruction or damage.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Certificate of Effectiveness” means a Certificate of Effectiveness in the form of Exhibit F attached hereto to be executed by the Borrower and the Administrative Agent upon the satisfaction of each of the conditions precedent contained in Section 4.01 hereof.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of shares representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity of the Borrower; (b) the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of the Borrower by any Person or group; or (d) the occurrence of a “Fundamental Change” as that term is defined in the Subordinated Note Indenture.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement (including any law, rule or regulations currently under contemplation as of the date of this Agreement), (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Class,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans (which may be Dollar Loans or Foreign Currency Loans) or Swingline Loans.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“commencement of the third stage of EMU” means the date of commencement of the third stage of EMU by the United Kingdom or the date on which circumstances arise which (in the opinion of the Administrative Agent) have substantially the same effect and result in substantially the same consequences as commencement by the United Kingdom of the third stage of EMU as contemplated by the Treaty on European Union.

“Commitments” means the Revolving Commitments and the commitment of the Swingline Lender to make Swingline Loans.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Current Information” has the meaning set forth in the definition of “Applicable Rate” in this Section 1.01.

“Debt Offering” means the incurrence by the Borrower of Indebtedness whether or not occurring in connection with the issuance or sale of notes, bonds, debentures or other debt securities; provided that the incurrence of any Indebtedness borrowed under this Agreement, expressly permitted by Section 6.01 hereof or approved by the Required Lenders will not constitute a Debt Offering for purposes of this Agreement.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means any Lender that has: (a) failed to fund any portion of its Loans or participations in Letters of Credit or Swingline Loans within three Business Days of the date required to be funded by it hereunder unless (i) such failure has been cured or (ii) such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) notified the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit unless such statement has been retracted, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans unless such failure has been cured, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute or such failure has been cured, or (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee

or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. The fact that a Lender is owned or controlled by a Governmental Authority in and of itself will not make such Lender a “Defaulting Lender” hereunder unless such ownership is a result of a proceeding of the type described in clause (e).

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“Dollar Amount” means, as of any date of determination, (a) in the case of any amount denominated in Dollars, such amount, and (b) in the case of any amount denominated in a Foreign Currency, the amount of Dollars which is equivalent to such amount of Foreign Currency as of such date, determined by using the Spot Rate on the date two (2) Business Days prior to such date or on such other date as may be requested by the Borrower and approved by the Administrative Agent.

“Dollars” or “$” refers to lawful money of the United States of America.

“EBITDA” means, as to any Person for any period, without duplication, the amount equal to the following calculated for such Person and its subsidiaries on a consolidated basis: net income determined in accordance with GAAP, plus to the extent deducted from net income, the sum of (a) Interest Expense, depreciation, amortization, income and franchise tax expenses, plus (b) non-cash expenses associated with stock compensation plans, minus (c) cash payments for such period that relate to prior period non-cash expenses previously added back pursuant to clause (b) above; provided that non-recurring, non-cash gains or losses and/or extraordinary gains or losses for any such period, including gains or losses on the disposition of assets (other than in connection with the sale of assets from the lease fleet in the ordinary course of business) shall not be included in EBITDA. EBITDA will be adjusted on a pro forma basis (determined in accordance with GAAP) to give effect during applicable historical periods to Permitted Acquisitions as if any such Permitted Acquisition had been made at the beginning of the applicable period. The EBITDA of the Borrower and the Restricted Subsidiaries shall include the amount of net income attributable to the Unrestricted Subsidiaries to the extent that the Borrower or a Restricted Subsidiary has actually received the amount thereof from Restricted Payments made by the Unrestricted Subsidiaries to the Borrower or such Restricted Subsidiary.

“Effective Date” means the date that the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02), and the Borrower and the Administrative Agent have executed and delivered the Certificate of Effectiveness.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“EMU legislation” means legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency (whether known as the Euro or otherwise), being in part the implementation of the third stage of EMU.

“English Pounds Sterling means the lawful currency of the United Kingdom.

“Environmental Laws means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity means shares of capital stock or a partnership, profits, capital or member interest, or options, warrants or any other right to substitute for or otherwise acquire the capital stock or a partnership, profits, capital or member interest, of any Person.

“ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Euro means the single currency of participating member states of the European Union.

“euro unit” means the currency unit of the Euro.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate but not including any Loan or Borrowing bearing interest at a rate determined by reference to clause (c) of the definition of the term “Alternate Base Rate”.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in

which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.20(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.17(a).

“Existing Credit Agreement” has the meaning set forth in the recitals.

“Existing Letters of Credit” means the letters of credit issued for the account of the Borrower or a Subsidiary outstanding on the date hereof and described on Schedule 1.01.

“FATCA” means Sections 1471 through 1474 of the Code, as in effect on the date hereof, including any amendments made thereto after the date of this Agreement, and any current or future regulations or official interpretations thereof.

“Federal Funds Effective Rate” means (a) for the first day of an ABR Borrowing or Swingline Loan, the rate per annum which is the average of the rates on the offered side of the Federal funds market quoted by three interbank Federal funds brokers, selected by the Administrative Agent, at approximately the time the Borrower requests such ABR Borrowing or Swingline Loan, for Dollar deposits in immediately available funds, for a period and in an amount, comparable to the principal amount of such ABR Borrowing or Swingline Loan, as the case may be, and (b) for each day of such ABR Borrowing or Swingline Loan thereafter, or for any other amount hereunder which bears interest at the Alternate Base Rate or the Federal Funds Effective Rate, the rate per annum which is the average of the rates on the offered side of the Federal funds market quoted by three interbank Federal funds brokers, selected by the Administrative Agent, at approximately 2:00 p.m. New York City time on such day for Dollar deposits in immediately available funds, for a period and in an amount, comparable to the principal amount of such ABR Borrowing, Swingline Loan or other amount, as the case may be; in the case of both clauses (a) and (b), as determined by the Administrative Agent and rounded upwards, if necessary, to the nearest 1/100 of 1%.

“Fee Letter” means that certain Fee Letter, dated as of September 20, 2011, by and among the Borrower, JPMorgan and the Arranger.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Fiscal Quarter” means the fiscal quarter of the Borrower, ending on the last day of each March, June, September and December of each year.

“Fiscal Year” means the fiscal year of the Borrower, ending on December 31 of each year.

“Fixed Rate” means the Foreign Currency Rate and the Adjusted LIBO Rate. The term “Fixed Rate,” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to a Fixed Rate.

“Foreign Currency” means English Pounds Sterling, the Euro and the Mexican Peso. The term “Foreign Currency”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are denominated in a Foreign Currency.

“Foreign Currency Exposure” means, at any time, the aggregate principal Dollar Amount of all Foreign Currency Loans outstanding at such time and the aggregate amount of LC Exposure that is denominated in Foreign Currencies.

“Foreign Currency Loan” means a Loan denominated in a Foreign Currency.

“Foreign Currency Office” means, with respect to a Foreign Currency, the office of the Administrative Agent designated by the Administrative Agent as such by notice to the Borrower and the Lenders.

“Foreign Currency Rate” means, in relation to any Interest Period and the related Foreign Currency Borrowing (other than a Foreign Currency Borrowing denominated in Mexican Pesos):

(a) the applicable Screen Rate (as defined below in this definition); or

(b) if no Screen Rate is available for that Interest Period of that Borrowing, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Administrative Agent at its request quoted by the Reference Banks (as defined below in this definition) to leading banks in the London or other applicable interbank market

as of 11.00 am (the applicable Foreign Currency Office time) on the applicable Quotation Date for the offering of deposits in the applicable Foreign Currency and for a period comparable to that Interest Period. As used in this definition, the term “Screen Rate” means the percentage rate per annum displayed for the applicable Foreign Currency on the appropriate page of the Reuters Group screen as determined by the Administrative Agent. If the agreed page is replaced or service ceases to be available, the Administrative Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders. As used in this definition, “Reference Banks” means the Administrative Agent, the Lenders named as co-syndication and co-documentation agents hereunder and any other bank or financial institution appointed as a Reference Bank by the Administrative Agent in consultation with the Borrower. Subject to Section 2.14, if the Foreign Currency Rate is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation as required hereby, the Foreign Currency Rate shall be determined on the basis of the quotations of the remaining Reference Banks. The term “Foreign Currency Rate” when used with respect to a Borrowing made by a lending office located in the United Kingdom shall be calculated to include the MLA Costs. The “Foreign Currency Rate” with respect to a Foreign Currency Borrowing denominated in Mexican Pesos with respect to the Interest Period therefor shall be the rate at which deposits of Mexican Pesos in the amount of such Foreign Currency Borrowing and for a maturity comparable to such Interest Period are offered to the applicable Foreign Currency Office of the Administrative Agent in immediately available funds in the London interbank market, European interbank market or other market (in each case as determined by the Administrative Agent) at approximately 11:00 a.m., the applicable Foreign Currency Office time, two Business Days prior to the commencement of such Interest Period (or at such other time and day as the Administrative Agent may determine).

“Foreign Currency Sublimit” means an aggregate Dollar Amount equal to $50,000,000.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Rule” means any statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement, directive, requirement of, or other governmental restriction or any similar binding form of decision of or determination by, or any binding interpretation or administration of any of the foregoing by, any Governmental Authority, whether now or hereafter in effect.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Highest Lawful Rate” has the meaning set forth in Section 9.13.

“Increase Amount” has the meaning assigned to such term in Section 2.22.

“Increased Commitment Supplement” means an Increased Commitment Supplement in substantially the form of Exhibit G or any other form approved by the Administrative Agent.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind (excluding deposits from customers received in the ordinary course of business), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title

retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable and accrued expenses incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, provided that the amount of any Indebtedness under this clause (f) that has not been assumed by such Person shall be equal to the lesser of the stated amount of such Indebtedness or the fair market value of the property securing such Indebtedness, (g) all Guarantees by such Person of Indebtedness of others (but not including Guarantees which do not guarantee Indebtedness), (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all liabilities of such Person in respect of any Hedging Agreement, provided that, for purposes of this definition, such liabilities of such Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such Hedging Agreement were terminated at such time. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Indebtedness of a Person shall not include the amount of the purchase price of an asset held back by such Person to satisfy warranty, indemnity or other unperformed obligations of the applicable seller.

“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Information Memorandum” means the Confidential Lender Presentation dated September 27, 2011 relating to the Borrower and the Transactions.

“Interest Coverage Ratio” means, as of the end of each Fiscal Quarter, the ratio of (a) the sum of (i) EBITDA for the Borrower and the Restricted Subsidiaries for the Rolling Period ending on such date less (ii) Capital Expenditures of the Borrower and the Restricted Subsidiaries for such Rolling Period (but not including Capital Expenditures of TILC or any of its Restricted Subsidiaries utilized to acquire railcars) to (b) cash interest payments made by the Borrower and the Restricted Subsidiaries on a consolidated basis during such Rolling Period, excluding (to the extent otherwise included therein) any such interest payments made with respect to the Indebtedness of the Unrestricted Subsidiaries during such Rolling Period.

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“Interest Expense” means, as to any Person for any period, without duplication, total interest expenses, whether paid or accrued as liabilities (including the interest component of Capital Lease Obligations), with respect to all outstanding Indebtedness, including all commissions, discounts, and other fees and charges owed with respect to any financing or letters of credit and net costs under any Hedging Agreement to the extent that such costs are included within interest expense under GAAP.

“Interest Payment Date” means (a) with respect to any ABR Loan, each Quarterly Date, (b) with respect to any Fixed Rate Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid.

“Interest Period” means with respect to any Fixed Rate Borrowing, the period commencing on the date of such Borrowing and ending (a) seven days thereafter, or (b) on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, in each case as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless, in the case of a Fixed Rate Borrowing only, such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period (other than a seven day Interest Period) pertaining to a Fixed Rate Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Issuing Bank” means JPMorgan, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.05(i). The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“JPMorgan” means JPMorgan Chase Bank, N.A., in its individual capacity or as an Issuing Bank, as the case may be, and not as Administrative Agent.

“LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, without duplication, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Revolving Credit Percentage of the total LC Exposure at such time.

“Lender Affiliate” means (a) with respect to any Lender (i) an Affiliate of such Lender, or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Lender Indebtedness” means all obligations, indebtedness and liability of the Borrower or any Subsidiary to the Administrative Agent, the Issuing Bank, the Lenders and any Affiliate of any Lender or any one of them arising pursuant to any of the Loan Documents or any Hedging Agreement, whether now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including the obligation of the Borrower or any Subsidiaries to repay the Loans, the LC Disbursements, interest on the Loans and LC Disbursements, and all fees, costs, and expenses (including attorneys’ fees and expenses) provided for in the Loan Documents and any Hedging Agreement.

“Lenders” has the meaning set forth in the opening paragraph hereof, but shall not include any Person that ceases to be a Lender hereto pursuant to an Assignment and Acceptance. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement (including each Existing Letter of Credit).

“Leveraged Lease” means a lease transaction in which the lessor has borrowed a portion of the acquisition cost of the asset leased by the lessee on a non-recourse basis and the lender obtains an assignment of the lease and a mortgage or security interest in the leased asset as collateral for such Indebtedness.

“Leverage Ratio” means as of any date: (a) for purposes of calculating the Applicable Rate (but subject in all respects to the terms contained in the definition of “Applicable Rate” with respect to the delivery (or non-delivery) of Current Information), the ratio of (i) Total Debt as of such date to (ii) EBITDA of the Borrower and the Restricted Subsidiaries for the Rolling Period ending on the most recent Quarterly Date with respect to which the Administrative Agent shall have received the Current Information, and (b) for purposes of calculating the covenant set forth in Section 6.09(b), the ratio of (i) Total Debt as of such date to (ii) EBITDA of the Borrower and the Restricted Subsidiaries on a consolidated basis for the Rolling Period ending on the most recent Quarterly Date as of the date of determination. For purposes of calculating the Leverage Ratio for any period, and provided no Revolving Loans nor any Swingline Loans are then outstanding, the Borrower shall be permitted to net any unrestricted cash and Permitted Investments then available as provided and set forth in the Borrower’s consolidated balance sheet (excluding any cash and Permitted Investments of Unrestricted Subsidiaries) as of any date against Total Debt of the Borrower and the Restricted Subsidiaries then outstanding.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. For purposes of determining the Alternate Base Rate, the LIBO Rate for any day shall be based on the rate appearing on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at approximately 11:00 a.m. London time on such day (without any rounding).

“Lien” means any interest in Property securing an obligation owed to, or claim by, a Person other than the owner of the Property, whether such interest is based on contract, constitutional, common or statutory law, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, liens and other statutory, constitutional or common law rights of landlords, leases and other title exceptions and encumbrances affecting Property. For purposes of this Agreement, the Borrower and any Subsidiary shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

“Loan” means a Revolving Loan or Swingline Loan, and “Loans” means the Revolving Loans and Swingline Loans or one or more of them as provided herein.

“Loan Documents” means this Agreement, the Revolving Credit Notes, the Subsidiary Guaranties, the Fee Letter and all other agreements and other documentation now or hereafter executed and/or delivered pursuant to or in connection with the foregoing.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financial condition of the Borrower and its Material Subsidiaries taken as a whole, (b) the ability of the Borrower or any Material Subsidiary to perform any of its obligations under this Agreement or any of the other Loan Documents, (c) the validity or enforceability of this Agreement or any of the other Loan Documents, or (d) the rights of or benefits available to the Lenders under this Agreement or any of the other Loan Documents.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Hedging Agreements, of any one or more of the Borrower and the Subsidiaries in an aggregate principal amount exceeding a Dollar Amount equal to $10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time. Material Indebtedness includes the Indebtedness outstanding under the Subordinated Notes.

“Material Subsidiary” means, as of any date of determination, any Subsidiary (other than an Unrestricted Subsidiary) which is organized under the laws of the United States of America, any State thereof, or the District of Columbia and either (a) has assets (including assets of any Restricted Subsidiary of such Subsidiary) having a book value as of such date equal to or greater than ten percent (10%) of the consolidated assets of the Borrower and the Restricted Subsidiaries, or (b) accounts (together with any Restricted Subsidiary of such Restricted Subsidiary) for more than ten percent (10%) of the consolidated revenues of the Borrower and the Restricted Subsidiaries as determined for the most-recently ended Rolling Period ending on or prior to such date of determination, or (c) accounts (together with any Restricted Subsidiary of such Restricted Subsidiary) for more than ten percent (10%) of EBITDA of the Borrower and the Restricted Subsidiaries as determined for the most-recently ended Rolling Period ending on or prior to such date of determination. A Subsidiary of a Material Subsidiary shall not be deemed to be a Material Subsidiary unless such Subsidiary itself meets the requirements of this definition. As of the Effective Date, the Material Subsidiaries are the Subsidiaries designated as such on Schedule 3.11.

“Mexican Peso” means the lawful currency of the Republic of Mexico.

“MLA Costs” means the percentage rate per annum calculated by the Administrative Agent in accordance with Schedule 1.02.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Net Cash Proceeds” means the remainder of (a) the gross proceeds received by the Borrower from any Asset Disposition or any Debt Offering, less (b) underwriter discounts and commissions, investment banking fees, legal, accounting and other professional fees and expenses, and other usual customary transaction costs, less (c) taxes paid or reasonably estimated by the Borrower to be payable as a result thereof, less (d) in the case of any Asset Disposition, amounts required to be applied to the repayment of any Indebtedness secured by a Lien on the asset subject to such Asset Disposition, in each case only to the extent paid or payable by the Borrower in cash and related to such Asset Disposition or Debt Offering.

“New Lender” has the meaning assigned to such term in Section 2.22.

“New York City” means New York, New York.

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Acquisition” means: (a) in the event that after giving effect to any acquisition, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is less than 2.75 to 1.00, any acquisition by the Borrower or any Restricted Subsidiary of the Equity, or all or any portion of the assets of any Person, but only so long as no Default shall have occurred and be continuing at the time of (or would result from) such acquisition, or (b) in the event that at the time of and after giving effect to any acquisition, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is equal to or greater than 2.75 to 1.00, any acquisition by the Borrower or any Restricted Subsidiary of the Equity, or all or substantially all of the assets, of any Person (or any division or product line of such Person), but only so long as (i) no Default shall have occurred and be continuing at the time of (or would result from) such acquisition and (ii) the cash Dollar Amount for all such acquisitions permitted under this clause (b) does not exceed in the aggregate, during any Fiscal Year of the Borrower, $100,000,000.

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under paragraph (1) of Article VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g) ground leases, subleases, licenses and sublicenses in existence on the Effective Date or granted under the permissions of Section 6.12 in respect of real property on which facilities owned or leased by the Borrower or any Restrictive Subsidiary are located that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restrictive Subsidiary;

(h) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(i) leases, licenses, subleases or sublicenses granted in compliance with Section 6.12 to others that do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Restrictive Subsidiary;

(j) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings made in respect of operating leases entered into by the Borrower or any Restrictive Subsidiary;

(k) rights reserved to or vested in any Governmental Authority by the terms of any right, power, franchise, grant, license or permit issued by such Governmental Authority, or by any provision of any Governmental Rule;

(l) rights reserved to or vested in any Governmental Authority to use, control or regulate any property of the Borrower or any Subsidiary, which do not materially impair the use of such property for the purposes for which it is held; and

(m) any set-off or netting rights granted by the Borrower or any Subsidiary pursuant to any Hedging Agreement solely in respect of amounts owing under such Hedging Agreements;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means:

(a) obligations issued or directly and fully guaranteed or insured by the government of the United States of America (or by any agency or instrumentality thereof), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s, and (iii) have portfolio assets of at least $1,000,000,000;

(f) money market funds of a Lender and/or its affiliates; and

(g) investments in auction rate securities with a rating of AAA or higher and a maximum maturity of one year, for which the reset date will be used to determine the maturity date.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed.

“Quarterly Date” means the last day of each March, June, September and December in each year.

“Quotation Date” means, in relation to any period for which an interest rate is to be determined: (a) with respect to a Loan denominated in English Pounds Sterling, the first day of that period; (b) with respect to a Loan denominated in Euro, two TARGET Days before the first day of that period; and (c) with respect to a Loan denominated in another Foreign Currency, the day on which such interest rate is determined in accordance with market standards as determined by the Administrative Agent.

“Register” has the meaning set forth in Section 9.04.

“Reinvestment Notice” means a written notice executed by an Authorized Officer of the Borrower stating that no Default has occurred and is continuing and that the Borrower intends to use all or specified portion of the Net Cash Proceeds of an Asset Disposition on or prior to the end of the Reinvestment Period applicable to such Asset Disposition to acquire assets or for other purposes useful in the Borrower’s business as described in Section 3.16 hereof.

“Reinvestment Period” means, with respect to any Asset Disposition, the period ending 180 days after such Asset Disposition; provided, that, in the event the Borrower has entered into a definitive contract or agreement to acquire assets or for other purposes useful in the Borrower’s business utilizing all or a portion of the Net Cash Proceeds received from any such Asset Disposition, then the Reinvestment Period shall be extended until the terms of such contract or agreement are consummated, but in no event shall such Reinvestment Period be longer than 270 days.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means Lenders having greater than fifty percent (50%) or more of the Aggregate Revolving Commitment at such time, until terminated, and thereafter Lenders having greater than fifty percent (50%) or more of the Aggregate Revolving Credit Exposure.

“Restricted Payment” means, by any Person, any dividend or other distribution (whether in cash, securities or other property (other than any Equity of such Person)) with respect to any shares of any class of Equity of such Person, or any payment (whether in cash, securities or other property (other than any Equity of such Person)), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of Equity of such Person or any option, warrant or other right to acquire any such shares of Equity of such Person.

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

“Revolving Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04, (c) increased from time to time pursuant to an Increased Commitment Supplement, and (d) terminated pursuant to Article VII. The amount of each Lender’s Revolving Commitment as of the Effective Date is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Revolving Commitment or in the Increased Commitment Supplement pursuant to which such Lender shall have become a Lender or increased its Revolving Commitment, as applicable. The Aggregate Revolving Commitment as of the Effective Date is $425,000,000.

“Revolving Commitment Termination Date” means the earliest of: (a) October 20, 2016; (b) the date on which all of the Commitments are terminated in full or reduced to zero pursuant to Section 2.09; and (c) the date on which the Commitments otherwise are terminated in full and reduced to zero pursuant to the terms of Article VII. Upon the occurrence of any event described in clause (b) or (c), the Commitments shall terminate automatically and without any further action.

“Revolving Credit Exposure” means, at any time and as to each Lender, the sum of (a) the aggregate principal Dollar Amount of Revolving Loans made by such Lender outstanding at such time plus (b) the Dollar Amount of such Lender’s LC Exposure and Swingline Exposure at such time.

“Revolving Credit Note” means a promissory note of the Borrower described in Section 2.08 payable to the order of any Lender and being substantially in the form of Exhibit E, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from Revolving Loans made by such Lender.

“Revolving Credit Percentage” means, as to any Lender, the percentage of the Aggregate Revolving Commitment constituted by its Revolving Commitment (or, if the Revolving Commitments have terminated or expired, the percentage which such Lender’s Revolving Credit Exposure at such time constitutes of the Aggregate Revolving Credit Exposure at such time).

“Revolving Loans” means the loans provided for in Section 2.01 (which shall include any advances made under Section 2.01 of the Existing Credit Agreement that is outstanding immediately prior to the Effective Date).

“Rolling Period” means any period of four consecutive Fiscal Quarters.

“S&P” means Standard & Poor’s.

“Senior Leverage Ratio” means as of any date, the ratio of (a) Total Senior Debt as of such date to (B) EBITDA of Borrower and the Restricted Subsidiaries for the Rolling Period ending on the most recent Quarterly Date as of the date of determination. For purposes of calculating the Senior Leverage Ratio as of any date, and provided no Revolving Loans nor any Swingline Loans are then outstanding, the Borrower shall be permitted to net any unrestricted cash and Permitted Investments then available (excluding any cash and Permitted Investments of Unrestricted Subsidiaries) as provided and set forth in the Borrower’s consolidated balance sheet as of such date against Total Senior Debt of the Borrower then outstanding.

“Spot Rate” means, with respect to any day, the rate determined on such date on the basis of the offered exchange rates, as reflected in the foreign currency exchange rate display of the Reuters Group (or on any successor or substitute page, or any successor to or substitute for Reuters Group, providing exchange rate quotations comparable to those currently provided by the Reuters Group on such page, as determined by the Administrative Agent from time to time) at or about 11:00 a.m. (London, England time), to purchase Dollars with the other applicable currency, provided that, if at least two such offered rates appear on such display, the rate shall be the arithmetic mean of such offered rates and, if no such offered rates are so displayed, the Spot Rate shall be determined by the Administrative Agent on the basis of the arithmetic mean of such offered rates as determined by the Administrative Agent in accordance with its normal practice.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the actual reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to Regulation D of the Board. Fixed Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D of the Board or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any applicable reserve percentage.

“Subordinated Debt means all Indebtedness of the Borrower or any of the Restricted Subsidiaries that is permitted hereunder and is contractually subordinated to the Lender Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent.

“Subordinated Debt Documents means the Subordinated Note Indenture, the Subordinated Notes and all agreements, documents or instruments executed and delivered by the Borrower or any of the Subsidiaries in connection with, or pursuant to, the issuance or incurrence of Subordinated Debt.

“Subordinated Note Indenture means that certain Indenture dated as of June 6, 2006 between Wells Fargo Bank, National Association, as trustee and the Borrower relating to the Subordinated Notes.

“Subordinated Note Payment means (a) any payment of principal in the event of a conversion of all or part of the Borrower’s Subordinated Notes, (b) any prepayment or repurchase of all or any part of such Subordinated Notes or (c) any other payment of principal on all or any part of such Subordinated Notes. The term Subordinated Note Payment does not include any refinancing of the Subordinated Notes permitted hereby.

“Subordinated Notes means the Borrower’s Convertible 3 7/8% Convertible Subordinated Notes due 2036.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Guaranties” means the guaranties of the Lender Indebtedness by Material Subsidiaries which have been executed and delivered pursuant to the Existing Credit Agreement and are listed on Schedule 1.01(a) hereto and which are executed pursuant to Section 5.01(f) of this Agreement in substantially the form of Exhibit H hereto.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Revolving Credit Percentage of the total Swingline Exposure at such time.

“Swingline Lender” means JPMorgan, in its capacity as a lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.04 and any swingline loan made under Section 2.05 of the Existing Credit Agreement that is denominated in Dollars and is outstanding on the Effective Date.

“TARGET 2” means Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007.

“TARGET Day” means any day on which TARGET 2 is open for the settlement of payments in euro.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“TILC” means Trinity Industries Leasing Company, a Delaware corporation, and a wholly-owned Subsidiary.

“Total Debt” means, as of any date, all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries on a consolidated basis, excluding (to the extent included therein), without duplication: (a) the Indebtedness of the Unrestricted Subsidiaries and (b) the LC Exposure as of such date.

“Total Senior Debt” means, as of any date, Total Debt of the Borrower and the Restricted Subsidiaries outstanding on such date, excluding the outstanding Subordinated Debt as of such date.

“Transactions” means the execution, delivery and performance by the Borrower and its Material Subsidiaries of this Agreement and the other Loan Documents, the borrowing of the Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

“Treaty on European Union” means the Treaty of Rome of March 25, 1997, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came to force on November 1, 1993), as amended from time to time.

“Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Fixed Rate, the Alternate Base Rate or the Federal Funds Effective Rate.

“Unrestricted Subsidiary” means (a) each Subsidiary designated on Schedule 3.11 as an Unrestricted Subsidiary and (b) each special purpose Subsidiary created after the Effective Date (i) to (A) incur Indebtedness for borrowed money that is non-recourse to the Borrower or any Subsidiaries (other than such Subsidiary) or to such Subsidiary’s Property other than Property financed by such Indebtedness, in each case pursuant to customary non-recourse provisions (including normal and customary exceptions to the non-recourse nature thereof), or (B) enter into a Leverage Lease as the lessor, and (ii) for the sole purpose and business of owning and holding or leasing, as the case may be, specific Property financed by such Indebtedness or Leveraged Lease, as the case may be, and does not, and by the terms of its organizational documents, or other agreement to which it or its Property are subject, can not, (A) own or hold any Property other than the specific Property financed by such Indebtedness or Leveraged Lease, as the case may be, or similar Property, (B) participate in any other business or (C) incur any Indebtedness other than the Indebtedness to finance the specific Property, if applicable, Indebtedness arising as a result of letters of credit issued for its account and Indebtedness arising in connection with Hedging Agreements.

“Unrestricted Subsidiary Indebtedness Interest Coverage Ratio” means, as of the last day of each Fiscal Quarter, the ratio of (a) EBITDA of the Unrestricted Subsidiaries for the Rolling Period ending on such date to (b) the sum of (i) cash interest payments made during such Rolling Period with respect to the Indebtedness of the Unrestricted Subsidiaries minus (ii) cash interest payments received by the Borrower or any Restricted Subsidiaries during such Rolling Period with respect to the Indebtedness outstanding under that certain Indenture between TRIP Rail Holdings LLC and Wilmington Trust Company relating to the notes issued thereunder in an aggregate amount of $175,000,000.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan” or “Swingline Loan”) or by Type (e.g., a “Eurodollar Loan”) or by the currency in which they are denominated (e.g., a “Euro Foreign Currency Loan”) or by any combination of the foregoing. Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing” or “Swingline Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by or by the currency in which they are denominated (e.g., a “Euro Borrowing”) or by any combination of the foregoing.

Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

Section 1.05 Conversion of Foreign Currencies.

(a) Dollar Equivalents. The Administrative Agent may determine the Dollar Amount of any amount as required hereby, and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination of any Dollar Amount by the Borrower. The Administrative Agent may determine or redetermine the Dollar Amount of any amount on any date either in its own discretion or upon the request of any Lender, including the Dollar Amount of any Loan or Letter of Credit made or issued in any Foreign Currency.

(b) Rounding-Off. The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollars, English Pounds Sterling, Euro, Mexican Peso, whole other currency or smaller denomination thereof to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars, whole English Pounds Sterling, Euro, Mexican Peso, whole other currency or in whole smaller denomination thereof, as may be necessary or appropriate.

ARTICLE II

The Credits

Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make advances to the Borrower in Dollars or in any Foreign Currency from time to time during the Availability Period in an aggregate principal Dollar Amount that will not result in: (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment, (b) the Foreign Currency Exposure exceeding the Foreign Currency Sublimit and (c) the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

Section 2.02 Revolving Loans and Revolving Borrowings.

(a) Loans Made Ratably. Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans of the same Type made by the Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

(b) Initial Type of Loans. Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Dollar Loans or Fixed Rate Loans as the Borrower may request in accordance herewith. Foreign Currency Loans may only be Fixed Rate Loans. Each Lender at its option may make any Fixed Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) Minimum Amounts; Limitations on Fixed Rate Borrowings. At the commencement of each Interest Period for any Fixed Rate Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of fifteen Fixed Rate Borrowings outstanding.

(d) Limitations on Interest Periods. The Borrower shall not be entitled to request any Borrowing after the Revolving Commitment Termination Date, or to elect to convert or continue any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Commitment Termination Date.

Section 2.03 Requests for Borrowings. To request a Dollar Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., Dallas, Texas time, on the date of the proposed Borrowing. To request a Foreign Currency Borrowing, the Borrower shall notify the Administrative Agent of such request in writing, not later than 11:00 a.m. (the applicable Foreign Currency Office time), three Business Days before the date of the proposed Borrowing or, if different, the number of days before the date of the proposed Borrowing that is standard for the applicable Foreign Currency in accordance with the Administrative Agent’s standard practice. Each such telephonic

Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request executed by an Authorized Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) whether such Borrowing is to be a Dollar Borrowing or Foreign Currency Borrowing;

(ii) the aggregate amount of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Fixed Rate Borrowing;

(v) in the case of a Fixed Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Dollar Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Fixed Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Swingline Loans.

(a) Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make advances in Dollars (each such advance, herein a “Swingline Loan”) to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $30,000,000 or (ii) the sum of the Aggregate Revolving Credit Exposure exceeding the Aggregate Revolving Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) Swingline Borrowing Procedure. To request a Swingline Loan, the Borrower shall notify the Swingline Lender (with a copy to the Administrative Agent) of such request by telephone (confirmed by telecopy) not later than 11:00 a.m., Dallas, Texas time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Each such notice shall be irrevocable and shall specify the requested date of (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from Borrower. The Swingline Lender shall make each Swingline Loan available to Borrower by means of a credit to the general deposit account of Borrower with the Swingline Lender or by wire transfer, automated clearing house debit or interbank transfer to such other account, accounts or Person designated by Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., Dallas, Texas time, on the requested date of such Swingline Loan.

(c) Lender Participation in Swingline Loans. The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, Dallas, Texas time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Revolving Credit Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent , for the account of the Swingline Lender, such Lender’s Revolving Credit Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.04(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this Section 2.04(c) by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this Section 2.04(c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this Section 2.04(c) and to the Swingline Lender, as their interests may appear; provided, that, any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this Section 2.04(c) shall not relieve the Borrower of any default in the payment thereof.

Section 2.05 Letters of Credit.

(a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account, denominated in Dollars or a Foreign Currency and in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply

with paragraph (c) of this Section 2.05), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be issued (which must be either Dollars or a Foreign Currency), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the Aggregate Revolving Credit Exposure shall not exceed the Aggregate Revolving Commitment, (ii) the Foreign Currency Exposure shall not exceed the Foreign Currency Sublimit and (iii) no Default shall have occurred and be continuing.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit and (ii) the date that is five Business Days prior to the Revolving Commitment Termination Date; provided that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods not to extend past the date in clause (ii) above and (B) Letters of Credit with an aggregate face amount not to exceed $25,000,000 may have expiration dates that extend to the date two years after the date of the issuance of each such Letter of Credit (or, in the case of any renewal or extension thereof, two years after such renewal or extension) not to extend past the date in clause (ii) above.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof or with respect to the Existing Letters of Credit, upon the effectiveness of this Agreement)and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Revolving Credit Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Issuing Bank, in Dollars, such Lender’s Revolving Credit Percentage of the Dollar Amount of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section 2.05, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.05(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Any participation funded under this Section 2.05(d) shall be converted to Dollar ABR Loans.

(e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in the currency in which it is denominated not later than 12:00 noon, Dallas, Texas time (or with respect to LC Disbursements denominated in a Foreign Currency, 12:00 noon, the applicable Foreign Currency Office time), on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Dallas, Texas time (or with respect to LC Disbursements denominated in a Foreign Currency, 10:00 a.m., the applicable Foreign Currency Office time), on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Dallas, Texas time (or with respect to LC Disbursements denominated in a Foreign Currency, 12:00 noon, the applicable Foreign Currency Office time), on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Dallas, Texas time (or with respect to LC

Disbursements denominated in a Foreign Currency, 10:00 a.m., the applicable Foreign Currency Office time), on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, the Borrower may, subject to the conditions to Borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04 that such payment be financed with an Revolving Borrowing or a Swingline Loan, as applicable and in each case, in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent in the currency in which the applicable Letter of Credit is denominated, its Revolving Credit Percentage of the unreimbursed LC Disbursement, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 2.05(e) the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this Section 2.05(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this Section 2.05(e), to reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Revolving Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section 2.05 shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.05(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial

compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or other electronic transmission approved by the Administrative Agent) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section 2.05, then Section 2.13(e) shall apply. Interest accrued pursuant to this Section 2.05(h) shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section 2.05 to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization. If (i) any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Revolving Loans has been accelerated, Lenders with LC Exposure representing not less than fifty-one percent (51%) of the total LC Exposure) demanding the deposit of cash collateral pursuant to this Section 2.05(j), and/or otherwise (ii) on the Revolving Commitment Termination Date, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash and in Dollars or the applicable Foreign Currency equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in paragraph (i) or (j) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for

the payment and performance of the obligations of the Borrower under this Agreement, and the Borrower will, in connection therewith, execute and deliver such security and pledge agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Revolving Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing not less than fifty-one percent (51%) of the total LC Exposure), be applied to satisfy other obligations of the Borrower under this Agreement, and the Borrower will, in connection therewith, execute and deliver such security and pledge agreements in form and substance satisfactory to the Administrative Agent which the Administrative Agent may, in its discretion, require. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

Section 2.06 Funding of Borrowings.

(a) By Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in Dollars by 12:00 noon, Dallas, Texas time or, in the case of Foreign Currency Loans, in the applicable Foreign Currency and by 12:00 noon the applicable Foreign Currency Office time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent or, if such Loans are denominated in Dollars, by wire transfer, automated clearing house debit or interbank transfer to such other account, accounts or Persons designated by the Borrower in the applicable Borrowing Request; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the Issuing Bank.

(b) Funding Assumed Made. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section 2.06 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

Section 2.07 Interest Elections.

(a) Conversion and Continuation. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request (or an ABR Borrowing if no Type is specified) and, in the case of a Fixed Rate Borrowing, shall have an initial Interest Period and shall be denominated in Dollars or the applicable Foreign Currency as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Fixed Rate Borrowing, may elect Interest Periods therefor, all as provided in this Section 2.07. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b) Delivery of Interest Election Request. To make an election pursuant to this Section 2.07, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election; provided that elections made with respect to Foreign Currency Borrowings shall only be made in writing pursuant to the next sentence. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request executed by an Authorized Officer of the Borrower.

(c) Contents of Interest Election Request. Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Fixed Rate Borrowing; and

(iv) if the resulting Borrowing is a Fixed Rate Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Fixed Rate Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d) Notice to the Lenders. Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) Limitations on Election. If the Borrower fails to deliver a timely Interest Election Request with respect to a Fixed Rate Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing, if outstanding as a Fixed Rate Dollar Borrowing, shall be converted to an ABR Borrowing

and if outstanding as a Foreign Currency Borrowing, shall be continued as a Fixed Rate Borrowing with an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing: (i) no outstanding Dollar Borrowing may be converted to or continued as an Eurodollar Borrowing; (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto; and (iii) no outstanding Foreign Currency Borrowing may be continued for an Interest Period longer than one month. A Borrowing may not be converted to or continued as a Fixed Rate Borrowing if after giving effect thereto the Interest Period therefor would commence before and end after a date on which any principal of the Loans is scheduled to be repaid. No Foreign Currency Borrowing may be converted to an ABR Borrowing and no Borrowing denominated in one currency can be converted to another currency.

Section 2.08 Request for a Note. Any Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form of a Revolving Credit Note or such other form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.09 Termination and Reduction of Commitments; Certain Prepayments.

(a) Automatic and Mandatory Termination. Unless previously terminated, the Commitments of each Lender shall terminate on the Revolving Commitment Termination Date. The Commitments of each Lender shall also terminate on the date when the Borrower is obligated to make any Subordinated Debt Payment that is not permitted by Section 6.06(b) or that is not permitted with the consent of the Required Lenders.

(b) Mandatory Reduction. The Aggregate Revolving Commitment shall reduce by an amount equal to the Net Cash Proceeds from any Asset Disposition or any Debt Offering that is used or is required to be used to repay the Loans pursuant to Section 2.11(b)(i). In the event that the Aggregate Revolving Commitment is reduced pursuant to this paragraph (b), both the Commitment to make Swingline Loans and the Foreign Currency Sublimit shall also be reduced to the extent necessary so that they do not exceed the Aggregate Revolving Commitment in effect after each such reduction.

(c) Optional Termination or Reduction. The Borrower may at any time terminate, or from time to time reduce, the Aggregate Revolving Commitment and the commitment to make Swingline Loans; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Revolving Commitments may not be reduced below the amount of the commitment to make Swingline Loans and the Foreign Currency Sublimit unless such commitment and sublimit are also reduced, as applicable, and (iii) the Borrower shall not terminate or reduce Aggregate Revolving Commitment if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11(b), the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment.

(d) Notice of Termination or Reduction. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the

Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09(d) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders holding the Commitment of such Type in accordance with their respective Commitments of such Type.

Section 2.10 Repayment of Loans; Evidence of Debt.

(a) Promise to Pay. The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Revolving Loan on the Revolving Commitment Termination Date in the currency in which it is denominated, (ii) to the Swingline Lender, the unpaid amount of each Swingline Loan on the Revolving Commitment Termination Date, and (iii) the amounts specified in Section 2.11 on the dates specified in such Section. The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrower, from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates set forth in Section 2.13.

(b) Lender Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder and the currency in which such indebtedness is due.

(c) Administrative Agent Records. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof, the currency in which it is denominated and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) Prima Facie Evidence. The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section 2.10 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

Section 2.11 Prepayment of Loans; Application of Prepayments.

(a) Optional Prepayment. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part; provided that (i) each prepayment pursuant to this paragraph (a) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) each prepayment pursuant to this paragraph (a) shall be subject to prior notice in accordance with paragraph (d) of this Section 2.11, and (iii) the Borrower shall pay any and all costs and expenses due to the Lenders pursuant to Section 2.16 at the time of such prepayment.

(b) Mandatory Prepayment.

(i) Asset Dispositions and Debt Offering. In the event the Borrower shall receive Net Cash Proceeds from any Asset Disposition or any Debt Offering, the Borrower shall prepay the Loans in an amount equal to seventy-five percent (75%) of such Net Cash Proceeds unless, with respect to an Asset Disposition, the Borrower shall have provided the Administrative Agent with a Reinvestment Notice prior to the consummation of such Asset Disposition; provided, that, in the event the Borrower shall have provided the Administrative Agent with a Reinvestment Notice prior to the consummation of an Asset Disposition, then, on the first Business Day following the end of the Reinvestment Period applicable thereto, Borrower shall prepay the Loans in an amount equal to seventy-five percent (75%) of the Net Cash Proceeds that have not been applied during such Reinvestment Period to acquire assets or for other purposes useful in the Borrower’s business (as described in Section 3.16).

(ii) Subordinated Debt Payments. At any time the Borrower becomes obligated to make any Subordinated Note Payment that is not permitted by Section 6.06(b) or that is not consented to by the Required Lenders, the Borrower shall, prior to or contemporaneously with, any prepayment of the Subordinated Notes, prepay the Loans in full.

(c) Commitment in Excess of Outstandings. The Borrower shall, from time to time, upon demand of the Administrative Agent, prepay the Loans in such amounts as shall be necessary so that at all times the sum of the Dollar Amount of the Aggregate Revolving Credit Exposure is equal to or less than the Aggregate Revolving Commitment (or, if no Loans are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)). In addition, if, and in any event that, (i) the Swingline Loans exceed $30,000,000 or (ii) the Foreign Currency Exposure exceeds the Foreign Currency Sublimit, the Borrower shall promptly repay the Swingline Loans and/or Foreign Currency Loans (or, if no such Borrowings are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to Section 2.05(j)) in each case an amount equal to the applicable excess.

(d) Notice of Prepayment; Application of Prepayments. The Borrower shall notify the Administrative Agent (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or, with respect to Foreign Currency Borrowings, in writing, of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., Dallas, Texas time, one Business Day before the date of prepayment, (iii) in the case of a prepayment of an English Pounds Sterling Borrowing, not later than 9:30 a.m., London, England time, two Business Days before the date of prepayment and (iv) in the case of prepayment of any other type of Foreign Currency Loan not later than 9:30 a.m., the applicable Foreign Currency Office time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid (which amount shall be in a minimum principal amount of $5,000,000 and in $1,000,000 increments in excess thereof, provided that Swingline Loans may be prepaid in any amount); provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09(d). Promptly following receipt of any such notice relating to a Borrowing (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13. The application of any prepayment of the Loans shall be applied first to ABR Loans and then to Fixed Rate Loans next maturing.

Section 2.12 Fees.

(a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the Revolving Commitment Termination Date. Accrued commitment fees shall be payable in Dollars and in arrears on each Quarterly Date of each year and on the Revolving Commitment Termination Date, commencing on the first such date to occur after the Effective Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Revolving Commitment of a Lender shall be deemed to be used to the extent of the Dollar Amount of the outstanding Revolving Loans and LC Exposure of such Lender; and the Swingline Exposure of such Lender shall be disregarded for such purpose.

(b) Letter of Credit Fees. The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate as interest on Fixed Rate Borrowings, per annum, on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the administration, issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees with respect to a Letter of Credit shall be payable in Dollars and in arrears on the third Business Day following each Quarterly Date, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this Section 2.12(b) shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon in writing between the Borrower and the Administrative Agent (including all fees due and payable pursuant to the terms of the Fee Letter).

(d) Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

Section 2.13 Interest.

(a) ABR Borrowings. Subject to Section 9.13, the Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) Eurodollar Borrowings. Subject to Section 9.13, the Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate (determined based on the Fixed Rate Spread).

(c) Foreign Currency Borrowing. Subject to Section 9.13, the Loans comprising each Foreign Currency Borrowing shall bear interest at the Foreign Currency Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate (determined based on the Fixed Rate Spread).

(d) Swingline Loans. Subject to Section 9.13, the Swingline Loans shall bear interest each day at the greater of (i) Federal Funds Effective Rate in effect on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 2% or (ii) the sum of (A) the Adjusted LIBO Rate for a one month interest period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus (B) the Applicable Rate (determined based on the Fixed Rate Spread) plus (C) 0.25%.

(e) Default Interest. Notwithstanding the foregoing, but subject to Section 9.13, if any principal of or interest on any Loan or any fee or other amount payable by a Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section 2.13.

(f) Payment of Interest. Subject to Section 9.13, accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (e) of this Section 2.13 shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Fixed Rate Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest on Loans, the principal amount of which is denominated in a Foreign Currency, shall be paid in that Foreign Currency.

(g) Computation. Subject to Section 9.13, all interest hereunder shall be computed on the basis of a year of 360 days, except that (i) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and (ii) which respect to any Foreign Currency as to which another number of days is customarily used as a basis for such calculation, then interest with respect to Loans denominated in such Foreign Currency shall be computed on such basis. Interest in all cases shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Federal Funds Effective Rate, or Fixed Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.14 Market Disruption; Alternate Rate of Interest.

(a) Market Disruption Applicable to Foreign Currency Loans. If, with respect to any Foreign Currency Loan, the Foreign Currency Rate to be applied thereto and any Interest Period therefor:

(i) at or about noon on the applicable Quotation Day, the applicable screen rate is not available and none or only one of the applicable reference banks supplies a rate to the Administrative Agent to determine the then applicable Foreign Currency Rate for the relevant Interest Period or the Administrative Agent otherwise determines that adequate and reasonable means do not exist for ascertaining the Foreign Currency Rate for such Interest Period; or

(ii) before the close of business in the jurisdiction in which the applicable Foreign Currency Office is located on the applicable Quotation Date, any Lender notifies the Administrative Agent that the cost to them of obtaining matching deposits in the relevant interbank market would be in excess of applicable Foreign Currency Rate then set,

then the rate of interest on the applicable Foreign Currency Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(A) the Applicable Margin applicable to Fixed Rate Loans;

(B) the rate equal to the percentage rate per annum equivalent to the cost to the Administrative Agent of funding its participation in that Foreign Currency Loan from whatever source it may reasonably select; and

(C) the MLA Cost, if any, applicable to the Foreign Currency Loan.

If an event of the type described in clause (i) or (ii) occurs and the Administrative Agent or the Borrower so requires, the Administrative Agent, the Lenders and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

(b) Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(i) the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period;

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period; or

(iii) the Administrative Agent determines that by reason of circumstances affecting the interbank dollar market generally, deposits in Dollars in the relevant interbank dollar market are not being offered for the applicable Interest Period and in an amount equal to the amount of the Fixed Rate Loan requested by the Borrower;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or other electronic transmission approved by the Administrative Agent as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Borrowing of the affected type shall be ineffective and (ii) if any Borrowing Request requests a Borrowing of the affected type, such Borrowing shall be made as an ABR Revolving Borrowing.

Section 2.15 Increased Costs.

(a) Change in Law. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Fixed Rate) or the Issuing Bank; or

(ii) impose on any Lender or the Issuing Bank or the applicable interbank market any other condition affecting this Agreement or Fixed Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Fixed Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or Foreign Currency Loan or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. In addition, if the introduction of, or changeover to, the Euro in the United Kingdom shall result in an increase in the cost to any Lender of making or maintaining any Euro or English Pounds Sterling Loan (or of maintaining its obligation to make any such Loan) or result in a reduction of the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to the applicable Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Adequacy. If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit and Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.

(c) Delivery of Certificate. A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.15 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Limitation on Compensation. Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section 2.15 . for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Fixed Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date

specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(d) and is revoked in accordance therewith) or (d) the assignment of any Fixed Rate Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.20, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Fixed Rate Loan, such loss, cost or expense to any Lender shall be deemed to include (i) an amount determined by such Lender to be the excess, if any, of (A) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Fixed Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (B) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in Dollars or in the applicable Foreign Currency of a comparable amount and period from other banks in the applicable market utilized to determine the related Fixed Rate; (ii) any loss incurred in liquidating or closing out any foreign currency contract; and (iii) any loss arising from any change in the value of Dollars in relation to any Loan made in a Foreign Currency which was not paid on the date due. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 2.17 Taxes.

(a) Gross Up. Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.17) the Administrative Agent, each Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Tax Indemnification. The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest error.

(d) Receipts. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

(f) FATCA. If a payment made to a Lender hereunder would be subject to United States Federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower or the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. A Lender shall not be entitled to payment or indemnification under this Section 2.17 with respect to Taxes imposed on any “withholdable payment” payable to such Lender as a result of the failure of such Lender to satisfy the applicable requirements as set forth in FATCA after December 31, 2012.

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) Payments Generally. The Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, Dallas, Texas time), on the date when due, in immediately available funds in the currency in which the underlying obligations being paid is denominated as determined pursuant hereto, without set-off or counterclaim; provided that the Borrower shall make all payments in respect of the Foreign Currency Loans prior to the time express required hereunder (or, if no such time is expressly required, prior to 12:00 noon, the applicable Foreign Currency Office time), on the date when due, in immediately available funds and in the Foreign Currency in which such Loan is denominated, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices in New York City, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.

(b) Pro Rata Application. Each Borrowing of Revolving Loans shall be made, each payment on account of any commitment fee or participation fee in respect of the Revolving Commitments hereunder shall be allocated by the Administrative Agent and any reduction of the Revolving Commitments of the Lenders shall be allocated by the Administrative Agent, in each case, pro rata according to the relevant Revolving Credit Percentages of the Lenders. Each payment (including each prepayment) on account of principal of and interest on any Loans shall be allocated by the Administrative Agent pro rata according to the respective outstanding principal amounts of such Loans then held by the Lenders. Further, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) Sharing of Set offs. If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest, and (ii) the provisions of this Section 2.18(c) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.18(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Payments From Borrower Assumed Made. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) Application of Proceeds of Subsidiary Guaranty. All amounts received under each Subsidiary Guaranty shall first be applied as payment of the accrued and unpaid fees of the Administrative Agent hereunder and then to all other unpaid or unreimbursed Lender Indebtedness (including reasonable attorneys’ fees and expenses) owing to the Administrative Agent in its capacity as Administrative Agent only and then any remaining amount of such proceeds shall be distributed:

(i) first, to the Lenders, pro rata in accordance with the respective unpaid amounts of Lender Indebtedness (other than that relating to Hedging Agreements), until all such Lender Indebtedness is paid in full; and

(ii) second, to Lenders, pro rata in accordance with the respective unpaid amounts of Lender Indebtedness arising in connection with Hedging Agreements, until all such Lender Indebtedness is paid in full.

Section 2.19 Illegality.

(a) Illegality. Notwithstanding any other provision of this Agreement to the contrary, if (i) by reason of the adoption of any applicable Governmental Rule or any change (after the Effective Date) in any applicable Governmental Rule or in the interpretation or administration thereof by any Governmental Authority or compliance by any Lender with any request or directive (whether or not having the force of law) of any central bank or other Governmental Authority or (ii) circumstances affecting the applicable interbank dollar market or the position of a Lender therein shall at any time make it unlawful or impracticable in the sole discretion of a Lender exercised in good faith for such lender or its applicable lending office to (A) honor its obligation to make Fixed Rate Loans either generally or for a particular Interest Period provided for hereunder, or (B) maintain Fixed Rate Loans either generally or for a particular Interest Period provided for hereunder, then such Lender shall promptly notify the Borrower thereof through the Administrative Agent and such Lender’s obligation to make or maintain Fixed Rate Loans having an affected Interest Period hereunder shall be suspended until such time as such Lender may again make and maintain Fixed Rate Loans having an affected Interest Period (in which case the provisions of Section 2.19(b) hereof shall be applicable). Before giving such notice pursuant to this Section 2.19(a), such Lender will designate a different available lending office for the affected Fixed Rate Loans of such Lender or take such other action as the Borrower may request if such designation or action will avoid the need to suspend such Lender’s obligation to make Fixed Rate Loans hereunder and will not, in the sole opinion of such Lender exercised in good faith, be disadvantageous to such Lender (provided, that such Lender shall have no obligation to so designate a lending office for Fixed Rate Loans located in the United States of America).

(b) Affected Loans. If the obligation of any Lender to make or maintain any Fixed Rate Loans shall be suspended pursuant to Section 2.19(a) hereof, all Loans having an affected Interest Period which would otherwise be made by such Lender as Fixed Rate Loans shall: (i) if such Loans are Eurodollar Loans, be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower with a copy to the Administrative Agent, each Eurodollar Loan having an affected Interest Period of such Lender then outstanding shall be automatically converted into an ABR Loan on the last day of the Interest Period for such Eurodollar Loans unless earlier conversion is required by applicable law) and, to the extent that Eurodollar Loans are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be applied to such Loans shall be applied instead to such ABR Loans and (ii) if such Loan is a Foreign Currency Loan, such Foreign Currency Loan will not be made and, if such Lender so requests by notice to the Borrower with a copy to the Administrative Agent, each Foreign Currency Loan having an affected Interest Period of such Lender then outstanding shall be repaid.

Section 2.20 Mitigation Obligations; Replacement of Lenders.

(a) Mitigation Obligations. If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or Section 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, (iii) a Lender is a Defaulting Lender, or (iv) any Lender suspends its obligation to maintain or fund Fixed Rate Loans under Section 2.19, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (A) the Borrower shall have received the prior written consent of the Administrative Agent, the Issuing Bank, the Lenders and the Swingline Lender, which consent shall not unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (C) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 2.21 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) Suspension of Commitment Fees. Commitment fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.13(a);

(b) Suspension of Voting. The Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.02) and notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender;

(c) Participation Exposure. If any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(i) Reallocation. All or any part of such Swingline Exposure and LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their respective Revolving Credit Percentages but only to the extent (A) the sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving Commitments and (B) the conditions set forth in Section 4.02 are satisfied at such time;

(ii) Payment and Cash Collateralization. If the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.05(j) for so long as such LC Exposure is outstanding;

(iii) Suspension of Letter of Credit Fee. If Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.21(c), Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12 with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) Reallocation of Fees. If the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this Section 2.21(c), then the fees payable to the Lenders pursuant to Section 2.12 shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Credit Percentages; and

(v) Issuing Bank Entitled to Fees. If any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to Section 2.21(c), then, without prejudice to any rights or remedies of the Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.12 with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Bank until such LC Exposure is cash collateralized and/or reallocated;

(d) Suspension of Swingline Loans. So long as any Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan, the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and Defaulting Lenders shall not participate therein); and

(e) Setoff against Defaulting Lender. Any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c) but excluding Section 2.20(b)) shall, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Bank, the Lenders or Swingline Lender hereunder, (iii) third, to the funding of any Loan or the funding or cash collateralization

of any participating interest in any Swingline Loan or Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iv) fourth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any amounts owing to the Borrowers or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursements which a Defaulting Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 4.02. are satisfied, such payment shall be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.

In the event that the Administrative Agent, the Borrower, the Issuing Bank and the Swingline Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans in accordance with its Revolving Credit Percentage.

Section 2.22 Increase of Revolving Commitments. By written notice sent to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders), the Borrower may provide notice of an increase of the aggregate amount of the Revolving Commitments.

(a) Limitation on Increases and Additions. Each such increase shall be subject to the following limitations:

(i) each such increase must be in an aggregate amount equal to any integral multiple of $5,000,000 and not less than $20,000,000;

(ii) the aggregate amount for all such increases shall not exceed $175,000,000 and after giving effect to any such increase, the Aggregate Revolving Commitment must not exceed $600,000,000;

(iii) as of the effective date of any such increase, no Default shall exists;

(iv) the aggregate amount of the Revolving Commitments shall not have previously been reduced more than once; and

(v) the total number of increases implemented under this Section 2.22 shall not exceed four (4).

(b) New Lenders. No Lender is obligated to increase its Revolving Commitment under the provisions of this Section. If one or more of the Lenders will not be providing a portion of an increase or addition under this Section, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as reasonably approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of the requested increase and/or addition that will not be provided by the existing Lenders (the “Increase Amount”); provided, that the Revolving Commitment of each New Lender shall be at least $10,000,000 and the maximum number of New Lenders added to this Agreement under this Section shall be ten (10).

(c) Implementation of Increase. Each increase consummated under this Section 2.22(c) shall be effective upon the delivery of an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit G executed by the Borrower, the Administrative Agent and the Lenders willing to increase their Revolving Commitments and/or provide the New Lenders (if any).

(d) Pro Rata Revolving Fundings. If all existing Lenders shall not have provided their pro rata portion of a requested increase in the Revolving Commitments, then after giving effect to the requested increase the outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Increased Commitment Supplement increasing the Revolving Commitments, the Lenders shall make advances among themselves, such advances to be in amounts sufficient so that after giving effect thereto, the Revolving Loans shall be held by the Lenders pro rata according to their respective Revolving Commitments. The advances made by a Lender under this Section 2.22(d) shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of one or more of the Lenders who received the advances.

Section 2.23 European Economic and Monetary Union Provisions. The following clauses of this Section 2.23 shall be effective at and from the commencement of the third stage of EMU by the United Kingdom:

(a) Redenomination and Foreign Currencies. Each obligation under this Agreement which has been denominated in English Pounds Sterling shall be redenominated into the euro unit in accordance with EMU legislation; provided, that if and to the extent that any EMU legislation provides that following the commencement of the third stage of EMU by the United Kingdom an amount denominated either in the Euro or in English Pounds Sterling and payable within the United Kingdom by crediting an account of the creditor can be paid by the debtor either in the euro unit or in English Pounds Sterling, each party to this Agreement shall be entitled to pay or repay any such amount either in the euro unit or in English Pounds Sterling. Any Foreign Currency Borrowing that would otherwise be denominated in English Pounds Sterling shall be made in the euro unit and except as provided in the forgoing sentence, any amount payable by the Administrative Agent to the Lenders under this Agreement shall be paid in the euro unit.

(b) Payments by Agent Generally. With respect to the payment of any amount denominated in the euro unit or in English Pounds Sterling, neither the Administrative Agent nor any Lender shall be liable to the Borrower or any Lender in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid if such party shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the euro unit or, as the case may be, in English Pounds Sterling) to the account with the bank which shall have been specified for such purpose. As used herein, “all relevant steps” means all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent may from time to time determine for the purpose of clearing or settling payments of the Euro.

(c) Basis of Accrual. If the basis of accrual of interest or fees expressed in this Agreement with respect to English Pounds Sterling shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest or fees in respect of the Euro, such convention or practice shall replace such expressed basis effective as of and from the commencement of the third stage of EMU by the United Kingdom; provided, that if any Fixed Rate English Pounds Sterling Borrowing is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(d) Rounding and other Consequential Changes. Without prejudice and in addition to any method of conversion or rounding prescribed by any EMU legislation and without prejudice to the respective liabilities for indebtedness of the Borrower to the Lenders and the Lenders to the Borrower under or pursuant to this Agreement:

(i) each reference in this Agreement to a minimum amount (or an integral multiple thereof) in English Pounds Sterling shall be replaced by a reference to such reasonably comparable and convenient amount (or an integral multiple thereof) in the euro unit as the Administrative Agent may from time to time specify; and

(ii) except as expressly provided in this Section 2.23(d)(ii), each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be necessary or appropriate to reflect the introduction of or changeover to the Euro in the United Kingdom.

ARTICLE III

Representations and Warranties

In order to induce the Administrative Agent, the Issuing Bank and the Lenders to enter into this Agreement and to make Loans and issue Letters of Credit hereunder, the Borrower represents and warrants to the Administrative Agent, the Issuing Bank and the Lenders that:

Section 3.01 Organization; Powers. Each of the Borrower and the Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.02 Authorization; Enforceability. The Transactions are within the Borrower’s and each Material Subsidiary’s (as applicable) corporate, partnership or limited liability company powers (as applicable) and have been duly authorized, as applicable, by all necessary corporate, partnership or limited liability company powers (as applicable) and, if required, stockholder action. This Agreement and the other Loan Documents have been duly executed and delivered by the Borrower and each Material Subsidiary (to the extent a party thereto) and constitute the legal, valid and binding obligations of the Borrower and each Material Subsidiary (as applicable), enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of the Material Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of the Material Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Material Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Material Subsidiaries.

Section 3.04 Financial Condition; No Material Adverse Change.

(a) Financial Condition. The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year ended December 31, 2010, audited by Ernst & Young, LLP, independent public accountants and (ii) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended June 30, 2011, certified by one of its Financial Officers. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) No Material Adverse Change. Since December 31, 2010, and except for the Disclosed Matters, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to result in a Material Adverse Effect.

Section 3.05 Properties.

(a) Title. Each of the Borrower and the Restricted Subsidiaries has good title to, or valid leasehold interests in, all its Property material to its business, which is not subject to any Lien except for (i) Permitted Encumbrances and (ii) minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Intellectual Property. Each of the Borrower and the Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 3.06 Litigation.

(a) Litigation. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Restricted Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b) Change in Disclosed Matters. Since the Effective Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Section 3.07 Compliance with Laws and Agreements. Each of the Borrower and the Restricted Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither (a) a Default nor (b) any other default by the Borrower or any of the Subsidiaries under any agreement that could reasonably be expected to result in a Material Adverse Effect, has occurred and is continuing.

Section 3.08 Investment Company Status. Neither the Borrower nor any of the Restricted Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

Section 3.09 Taxes. Each of the Borrower and the Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Section 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (in each case determined based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statements reflecting such amounts, does not exceed the fair market value of the assets of such Plan (as of the date of determination of such benefit obligation amount) by an amount which, if it constituted a direct liability of the Borrower, could reasonably be expected to result in a Material Adverse Effect.

Section 3.11 Subsidiaries. Schedule 3.11 hereto accurately (a) reflects (i) the jurisdiction of incorporation or organization of the Borrower and each of the Subsidiaries, and (ii) each jurisdiction in which the Borrower and each of the Subsidiaries is qualified to transact business as a foreign corporation, foreign partnership or foreign limited liability company, and (b) specifies those Subsidiaries that are Unrestricted Subsidiaries. The Borrower has no Subsidiaries other than those listed on Schedule 3.11.

Section 3.12 Burdensome Obligations. Neither the Borrower nor any of the Restricted Subsidiaries, nor any of their respective properties, is subject to any law or any pending or threatened Change in Law or subject to any restriction under its articles or certificate of incorporation, bylaws, regulations, partnership agreement or comparable charter or other organizational documents or under any agreement or instrument to which the Borrower or any of the Restricted Subsidiaries, or any of their respective properties, may be subject or bound, which is so unusual or burdensome as to be likely in the foreseeable future to result in a Material Adverse Effect.

Section 3.13 Employee Matters. Except as set forth on Schedule 3.13, neither the Borrower nor any of the Restricted Subsidiaries, nor any of their respective employees, is subject to any collective bargaining agreement. There are no strikes, slowdowns, work stoppages or controversies pending or, to the knowledge of the Borrower, threatened against the Borrower or any of the Restricted Subsidiaries, or their respective employees, which could reasonably be expected to result in a Material Adverse Effect.

Section 3.14 Disclosure. The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of the Restricted Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum, nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

Section 3.15 Margin Stock. None of the proceeds of the Loans will be used for the purpose of, and neither the Borrower nor any Subsidiary is engaged in the business of, extending credit for the purpose of (a) purchasing or carrying any “margin stock” as defined in Regulation U of the Board (12 C.F.R. Part 221) or (b) reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin stock, in either case in violation of Regulation U. Neither the Borrower nor any Subsidiary is engaged principally in the business of extending credit for the purpose of purchasing or carrying any margin stock. Neither the Borrower nor any Subsidiary nor any Person acting on behalf of the Borrower or any Subsidiary has taken or will take any action which would cause any of the Loan Documents, including this Agreement and any Subsidiary Guaranty, to violate Regulation U or any other regulation of the Board , or to violate any similar provision of the Securities Exchange Act of 1934 or any rule or regulation under any such provision thereof. Notwithstanding the foregoing, proceeds of a Loan may be used to purchase margin stock in a Permitted Acquisition and for repurchases of treasury stock (to the extent permitted by the terms of Section 6.06), in each case if, after applying the proceeds of the applicable Loan, such Loan can be made in compliance with Regulation U of the Board.

Section 3.16 Primary Business. The primary business of the Borrower and the Subsidiaries taken as a whole is that of the manufacturing of transportation, construction, energy and industrial products, and the leasing of railroad cars and related equipment.

Section 3.17 Environmental Matters.

(a) Compliance with Environmental Law. Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of the Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(b) Hazardous Materials. Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, all Hazardous Materials or solid waste generated at any and all Property of the Borrower or any Restricted Subsidiary have in the past been transported, treated and disposed of only by carriers maintaining valid permits under any Environmental Law, and only at treatment, storage and disposal facilities maintaining valid permits under any Environmental Law, which carriers and facilities have been and are operating in compliance with such permits.

(c) Release. The Borrower and each Restricted Subsidiary have taken all reasonable steps necessary to determine and have determined that no Hazardous Materials or solid waste has been disposed of or otherwise released and there has been no threatened release of any Hazardous Materials on or to any Property of the Borrower or any Restricted Subsidiary except in compliance with Environmental Laws, and except for releases that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 3.18 Designated Senior Debt. The Lender Indebtedness arising under this Agreement is “Designated Senior Debt” under the Subordinated Note Indenture and the Administrative Agent is the “Representative” thereunder.

Section 3.19 Schedules to other Loan Documents. All information set forth in all disclosure schedules to the other Loan Documents is true, correct and complete in all material respects.

ARTICLE IV

Conditions

Section 4.01 Effective Date. The effectiveness of this Agreement to amend and restate the Existing Credit Agreement and the obligations of the Lenders to make Loans hereunder and any agreement of the Issuing Bank to issue, amend, renew or extend any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) This Agreement. The Administrative Agent (or its counsel) shall have received from each party hereto (including each Material Subsidiary party to a Subsidiary Guarantee) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(b) Opinion. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated as of the date hereof) of Haynes & Boone, LLP, counsel for the Borrower and the Material Subsidiaries, in form and substance satisfactory to the Administrative Agent, and covering such matters relating to the Borrower, such Material Subsidiaries, this Agreement, the other Loan Documents and/or the Transactions as the Administrative Agent shall reasonably request.

(c) Corporate Authorizations. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and each Material Subsidiary, the authorization of the Transactions and any other legal matters relating to the Borrower, the Material Subsidiaries, this Agreement, the other Loan Documents and/or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) Closing Certificate. The Administrative Agent shall have received a certificate, dated as of the date hereof and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(e) Fees. The Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable pursuant to the Fee Letter, this Agreement or any other Loan Document on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(f) Existing Credit Agreement. The Administrative Agent shall have received evidence that all unpaid interest and fees accrued under the Existing Credit Agreement through the Effective Date and all other fees, expenses and other charges outstanding thereunder (including any amounts due under the Existing Credit Agreement arising as a result of the termination of all interest periods thereunder on the Effective Date) shall have been paid or shall be paid with the proceeds of the initial Loans hereunder. All swingline loans which are outstanding under the Effective Date under the Existing Credit Agreement and that are denominated in a currency other than Dollars shall have been repaid or will be repaid with the proceeds of the initial advance hereunder.

(g) Other Documentation. The Administrative Agent and its counsel shall have received all information, approvals, documents or instruments as the Administrative Agent or its counsel may reasonably request.

All documents executed or submitted pursuant to this Section 4.01 by and on behalf of the Borrower or any of the Material Subsidiaries shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel. The obligations of the Lenders to make Loans and any agreement of the Issuing Bank to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 2:00 p.m., Dallas, Texas time, on October 31, 2011 (and, in the event such conditions are not so satisfied or waived, the Revolving Commitments shall terminate at such time). Upon satisfaction of each of the conditions set forth in this Section 4.01, the Borrower and the Administrative Agent shall execute the Certificate of Effectiveness. Upon the execution and delivery of the Certificate of Effectiveness, the Existing Credit Agreement shall automatically and completely be amended and restated on the terms set forth herein without necessity of any other action on the party of any Lender, the Administrative Agent or the Borrower. Until execution and delivery of the Certificate of Effectiveness, the Existing Credit Agreement shall remain in full force and effect in accordance with its terms. Each Lender hereby authorizes the Administrative Agent to execute the Certificate of Effectiveness on its behalf and acknowledges and agrees that the execution of the Certificate of Effectiveness by the Administrative Agent shall be binding on each such Lender.

Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and any agreement of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the further satisfaction of the following conditions:

(a) Representations and Warranties. The representations and warranties of each Person set forth in the Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable.

(b) No Default. At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default shall have occurred and be continuing.

(c) Lending Limits. The funding of such Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit and all other Borrowings to be made and/or Letter(s) of Credit to be issued, amended, renewed or extended (as applicable) on the same day under this Agreement, shall not cause the Aggregate Revolving Credit Exposure to be greater than the Aggregate Revolving Commitment nor the Foreign Currency Exposure to exceed the Foreign Currency Sublimit.

(d) Borrowing Request. The Administrative Agent shall have received a Borrowing Request for any Borrowing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section 4.02.

Section 4.03 Effective Date Advances and Adjustments. On the Effective Date, the aggregate amount of the revolving commitments under the Existing Credit Agreement is changed hereunder, new Lenders are being added hereto and not all Lenders party to the Existing Credit Agreement are participating in the Revolving Commitments based on their pro rata percentages established under the Existing Credit Agreement. As a result, any revolving loans outstanding under the Existing Credit Agreement which are continued hereunder will not be held pro rata by the Lenders in accordance with their Revolving Credit Percentages determined hereunder. To remedy the foregoing, on the Effective Date and upon fulfillment of the conditions in Section 4.01, the Lenders shall make advances among themselves (which may be through the Administrative Agent) so that after giving effect thereto and to the

extent necessary so that the Revolving Loans will be held by the Lenders, pro rata in accordance with their respective Revolving Credit Percentages hereunder. Any advances made on the Effective Date under this Section by each Lender whose Revolving Credit Percentage is new or has increased under this Agreement (as compared to its revolving credit percentage under the Existing Credit Agreement) shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders whose Revolving Credit Percentage has decreased (as compared to its revolving credit percentage under the Existing Credit Agreement). The advances made under this Section shall be ABR Borrowings made under each Lender’s Revolving Commitment unless another Type of Borrowing is selected by the Borrower to be applicable thereto.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired, terminated or cash collateralized and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Administrative Agent, the Issuing Bank and each Lender that:

Section 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) Annual Audit. within 90 days after the end of each Fiscal Year, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by Ernst & Young, LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) Quarterly Financial Statements. within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) Compliance Certificate. concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit D, (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.09(a), (b), and (c) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) Accountant’s Certificate. concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);

(e) Public Reports. promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;

(f) Delivery of Additional Subsidiary Guarantees. concurrently with the delivery of the certificate described in Section 5.01(c) above for each Fiscal Year of Borrower; if requested by the Administrative Agent, within 45 days after the delivery of the certificate described in Section 5.01(c) for a Fiscal Quarter; and, if requested by the Administrative Agent at any time a Default exists, within 45 days after the request: (i) a Subsidiary Guaranty duly executed by each Material Subsidiary that has not previously executed and delivered to the Administrative Agent a Subsidiary Guaranty and (ii) such resolutions, member or partner consents, certificates, legal opinions and such other related documents as the Administrative Agent may reasonably request with respect to each such Material Subsidiary, all in form and substance satisfactory to the Administrative Agent (and such Material Subsidiary shall become a subsidiary guarantor hereunder upon delivery of the items described in clauses (i) and (ii));

(g) Subordinated Note Indenture Notices. promptly after such delivery or receipt, copies of any financial or other report or notice delivered to, or received from, any holders of the Subordinated Notes, which report or notice has not otherwise been delivered to the Lenders hereunder; and

(h) Additional Information. promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request.

Section 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) Default. the occurrence of any Default;

(b) Material Litigation. the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Subsidiary that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) ERISA Event. the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(d) Ratings. an announcement by Moody’s, S&P or other ratings agency of a change in the ratings established or deemed to have been established for the Borrower or any Indebtedness of the Borrower;

(e) Environmental Issues. any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened or other environmental claims against the Borrower or any of the Restricted Subsidiaries or any of their respective properties pursuant to any applicable Environmental Laws which could reasonably be expected to result in a Material Adverse Effect; or

(f) Material Events. any other event or circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial Officer or other Authorized Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.03 Existence; Conduct of Business. The Borrower will, and will cause each of the Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

Section 5.04 Payment of Obligations. The Borrower will, and will cause each of the Restricted Subsidiaries to, pay its obligations, including Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (b) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause each of the Restricted Subsidiaries to: (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by the Borrower and the Restricted Subsidiaries.

Section 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of the Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent, or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.

Section 5.07 Compliance with Laws. The Borrower will, and will cause each of the Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.08 Use of Proceeds. The proceeds of the Loans will be used only for general corporate purposes of the Borrower and the Subsidiaries, including to pay fees and expenses related to the closing and consummation of the Transactions. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

Section 5.09 Maintenance of Debt Ratings. The Borrower shall use commercially reasonable efforts to ensure that the Borrower’s Indebtedness is rated by at least two ratings agencies of nationally recognized standing.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated or cash collateralized and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Administrative Agent, the Issuing Bank and each Lender that:

Section 6.01 Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof and, to the extent such Indebtedness is subordinated to the Lender Indebtedness, any replacement Indebtedness is subordinated to the Lender Indebtedness to the same extent as the subordinated Indebtedness being replaced;

(c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary;

(d) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary (including pursuant to the Subsidiary Guaranties);

(e) Indebtedness of the Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (not including rail cars), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) no Default has occurred and is continuing at the time such Indebtedness is incurred or would result from the incurrence thereof;

(f) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed a Dollar Amount equal to $25,000,000 at any time outstanding;

(g) Indebtedness of the Borrower or any Restricted Subsidiary as an account party in respect of trade letters of credit;

(h) Indebtedness secured by Liens permitted by Section Section 6.02 (g); provided that (i) no Default has occurred and is continuing at the time such Indebtedness is incurred or would result from the incurrence thereof, and (ii) the aggregate principal amount of Indebtedness of the Borrower permitted by this clause shall not exceed a Dollar Amount equal to $15,000,000 at any time outstanding;

(i) Indebtedness existing in connection with Hedging Agreements, provided such Hedging Agreements are in compliance with Section 6.05;

(j) Capital Lease Obligations (excluding those outstanding on the Effective Date) of TILC and its Restricted Subsidiaries arising under leases of rail cars; provided that the aggregate principal amount of Indebtedness permitted by this clause shall not exceed a Dollar Amount equal to $75,000,000 at any time outstanding;

(k) Indebtedness secured by rail cars and their related leases; provided that (i) the aggregate outstanding principal amount of all Indebtedness secured by rail cars and their related leases (including such Indebtedness outstanding on the Effective Date but excluding the Capital Lease Obligations described in clause (j)) shall not exceed a Dollar Amount equal to $125,000,000 at any time outstanding and (ii) the Liens securing such Indebtedness shall be permitted by Section 6.02; and

(l) in addition to Indebtedness permitted by the foregoing clauses of this Section 6.01, unsecured Indebtedness of the Borrower and the Restricted Subsidiaries, provided that: (i) the maturity of any such Indebtedness extends past the Revolving Credit Termination Date, (ii) the aggregate principal amount of Indebtedness incurred directly by Restricted Subsidiaries under this clause (l) shall not exceed a Dollar Amount equal to $10,000,000 at any time outstanding, (iii) no Default has occurred and is continuing at the time such Indebtedness is incurred or would result from the incurrence thereof and (iv) after giving pro forma effect to such Indebtedness, the Borrower shall be in compliance with the financial covenant set out in Section 6.09, both (A) as calculated for the Rolling Period then most recently ended as if the Indebtedness had been incurred as of the first day of each such period (and to the extent such Indebtedness bears interest at a floating rate, using the rate in effect at the time of calculation for the entire period of calculation) and (B) on a projected basis at the time of incurrence thereof through the Revolving Credit Termination Date.

Section 6.02 Liens. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary, and (ii) such Lien shall secure only those obligations which it secures on the date hereof, and extensions, removals and replacements thereof that do not increase the outstanding principal amount thereof;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any fixed or capital asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens on fixed or capital assets (not including rail cars) acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens do not apply to any other property or assets of the Borrower or any Restricted Subsidiary;

(e) Liens on rail cars of TILC and its Restricted Subsidiaries securing the Indebtedness permitted by clause (j) of Section 6.01; provided that such Liens do not apply to any other property or assets of the Borrower or any Restricted Subsidiary;

(f) Liens on rail cars, related leases and related collateral accounts; provided that (i) such Liens secure Indebtedness permitted by clause (k) of Section 6.01; (ii) the amount of the Indebtedness secured thereby at the time of the incurrence thereof is not less than 60% of the fair market value of the assets secured thereby; and (iii) such Liens do not apply to any other property or assets of the Borrower or any Restricted Subsidiary; and

(g) other Liens securing Indebtedness permitted under clause (h) of Section 6.01; provided that the aggregate book value of all assets encumbered by all the Liens permitted under this clause (g) shall not exceed $15,000,000, with the book value of an asset determined at the time of the granting of the Lien therein.

Section 6.03 Fundamental Changes.

(a) Merger, Liquidation, etc. The Borrower will not, and will not permit any Restricted Subsidiary to: (i) merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or (ii) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing: (A) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (B) any Subsidiary may merge into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and if one of the Subsidiaries is a Material Subsidiary, the surviving entity will also be a Material Subsidiary, (C) Borrower or any Restricted Subsidiary may merge into or consolidate with another Person in an acquisition permitted by Section 6.04 as long as, if the Borrower is involved, the Borrower is the surviving entity and if a Material Subsidiary is involved, the Material Subsidiary is the surviving Person or the surviving Person shall become a Material Subsidiary party to the Subsidiary Guaranty promptly after the consummation of such transaction and (D) any Subsidiary that is not a Material Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.

(b) Nature of Business. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and the Restricted Subsidiaries on the Effective Date (as described in Section 3.16) and businesses reasonably related thereto.

Section 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any Indebtedness or other obligation of, or make or permit to exist any investment or any other interest in, any other Person (other than securities exercisable or convertible into, or exchangeable for, the Equity of the Borrower and each Subsidiary), or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

(a) Permitted Investments;

(b) investments by the Borrower in Subsidiaries existing on the Effective Date and investments by such Restricted Subsidiaries in their respective Subsidiaries existing on the Effective Date;

(c) loans or advances made by the Borrower to any Restricted Subsidiary and made by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary;

(d) Guarantees by the Borrower of Indebtedness and other obligations of any Restricted Subsidiary and by any Subsidiary of Indebtedness and other obligations of the Borrower or any other Subsidiary (including pursuant to the Subsidiary Guaranties) and any other Guarantees permitted by Section 6.01;

(e) Permitted Acquisitions;

(f) Hedging Agreements permitted by Section 6.05; and

(g) in addition to investments permitted by the foregoing clauses of this Section 6.04, any other investments (including any performance Guarantee of the obligations of any Unrestricted Subsidiary but expressly excluding any repurchase of the Equity of the Borrower) as long as at the time of and immediately after giving effect to any such investment, (i) no Default has occurred and is continuing or would result and (ii) the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof), on a pro forma basis, is less than 2.75 to 1.00; provided that in the event that the Leverage Ratio (as so calculated) is equal to or greater than 2.75 to 1.00 at the time an investment is made, then the aggregate amount measured at cost of the investments made under this Section 6.04(g) during the entire term of this Agreement (including the investment in question) may not exceed the greater of (A) $50,000,000 or (B) 2.5% of the Borrower’s consolidated current assets as determined in accordance with GAAP as reflected in the then-most recent financial statements provided by the Borrower at the time an investment is made pursuant to this Section 6.04(g).

Section 6.05 Hedging Agreements. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any Hedging Agreement, other than Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities.

Section 6.06 Restricted Payments ; Certain Payments of Subordinated Debt.

(a) Restricted Payments. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except:

(i) the Borrower may declare and pay dividends with respect to its Equity payable solely in additional shares of its common Equity;

(ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity;

(iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock compensation plans or other benefit plans for management or employees of the Borrower and the Restricted Subsidiaries, including pursuant to any severance packages for management or employees of the Borrower and the Restricted Subsidiaries;

(iv) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Equity with the proceeds received from the substantially concurrent issuance of Equity of such Person;

(v) the Borrower may declare and pay dividends if, as of the date of the payment of such dividends and after giving effect to the payment thereof and any Indebtedness incurred in connection therewith, no Default has occurred and is continuing or would result and:

(A) the Leverage Ratio (as calculated on a pro forma basis pursuant to clause (b) of the definition thereof and as of the most recently ended Rolling Period) is less than 2.75 to 1.00; or

(B) if the Leverage Ratio (as calculated on a pro forma basis pursuant to clause (b) of the definition thereof and as of the most recently ended Rolling Period) is equal to or greater than 2.75 to 1.00, then the aggregate amount of dividends paid under the permissions of this clause (v) during the then current Fiscal Year shall not exceed an amount equal to the greater of (1) $35,000,000, or (2) 50% of the Borrower’s consolidated net income (determined in accordance with GAAP) for such Fiscal Year,

(vi) In addition to the dividends permitted by clause (v) and the other Restricted Payments permitted by this clause (a), the Borrower may make other Restricted Payments if, as of the date of the payment of such Restricted Payment and after giving effect to the payment thereof and any Indebtedness incurred in connection therewith, no Default has occurred and is continuing or would result and:

(A) the Leverage Ratio (as calculated on a pro forma basis pursuant to clause (b) of the definition thereof and as of the most recently ended Rolling Period) is less than 2.75 to 1.00; and

(B) if the Leverage Ratio (as calculated on a pro forma basis pursuant to clause (b) of the definition thereof and as of the most recently ended Rolling Period) is equal to or greater than 2.75 to 1.00, then the aggregate cash amount of all Restricted Payments made under the permissions of this clause (vi) during the then current Fiscal Year shall not exceed an amount equal $25,000,000.

(b) Subordinated Debt Payments. The Borrower will not make, directly or indirectly, any cash principal payment of or in respect of any Subordinated Notes (including any sinking fund or similar deposit and any payment on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any of the Subordinated Notes) or any other Subordinated Note Payment, except for Subordinated Note Payments if, as of the date of such payment and after giving effect thereto,

no Default has occurred and is continuing or would result and the Leverage Ratio (as calculated on a pro forma basis pursuant to clause (b) of the definition thereof and as of the most recently ended Rolling Period) is less than 2.75 to 1.00.

Section 6.07 Transactions with Affiliates. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis at fair market value from unrelated third parties, (b) transactions between or among the Borrower and the Restricted Subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.06 and (d) any transaction permitted by Section 6.04.

Section 6.08 Restrictive Agreements. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon: (a) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien in favor of the Administrative Agent upon any of its property or assets, or (b) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any its Equity or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee the Lender Indebtedness; provided that:

(i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement;

(ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date and identified on Schedule 6.08 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition);

(iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale, provided such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder;

(iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness;

(v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and

(vi) the foregoing shall not apply to restrictions or conditions imposed by any agreement executed in connection with Indebtedness permitted under Section 6.01 as long as (A) the Borrower is rated BBB- or better by S&P and Baa3 or better by Moody’s at the time such Indebtedness is incurred or (B) if the conditions in sub clause (A) are not satisfied at the time Indebtedness is incurred, the aggregate outstanding principal amount of Indebtedness that imposes restrictions and conditions of the type described in clauses (a) and (b) above does not exceed $500,000,000.

Section 6.09 Financial Covenants.

(a) Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter to be less than 2.25 to 1.00.

(b) Leverage Ratio. The Borrower will not permit the Leverage Ratio to be greater than 3.75 to 1.00 at any time.

(c) Unrestricted Subsidiary Indebtedness Interest Coverage Ratio. The Borrower will not permit the Unrestricted Subsidiary Indebtedness Coverage Ratio as of the last day of any Fiscal Quarter to be less than 1.50 to 1.00.

(d) Senior Leverage Ratio. The Borrower will not permit the Senior Leverage Ratio to be greater than 2.75 to 1.00 at any time.

Section 6.10 Fiscal Year. The Borrower will not change its Fiscal Year.

Section 6.11 Modifications to Debt Documents; Payment Restrictions. The Borrower will not, and will not permit any of the Restricted Subsidiaries to,

(a) amend, modify, or waive any covenant contained in any of the Subordinated Debt Documents if the effect of such amendment, modification, or waiver would be to make the terms of any such Subordinated Debt Document materially more onerous to the Borrower or any of the Restricted Subsidiaries; or

(b) amend, modify, or waive any provision of the Subordinated Debt Documents if the effect of such amendment, modification or waiver (i) subjects the Borrower or any of the Restricted Subsidiaries to any additional material obligation, (ii) increases the principal of or rate of interest on any Subordinated Debt, (iii) accelerates the date fixed for any payment of principal or interest on any Subordinated Debt, or (iv) would change the percentage of holders of such Subordinated Debt required for any such amendment, modification, or waiver from the percentage required on the Effective Date.

Section 6.12 Asset Sales. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset except:

(a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business;

(b) sales of rail cars in the ordinary course of business up to $25,000,000 per year (excluding the sale of rail cars by Restricted Subsidiaries to Unrestricted Subsidiaries);

(c) sales of rail cars by Restricted Subsidiaries to Unrestricted Subsidiaries for cash consideration, or to the extent not for cash consideration, as otherwise permitted by Section 6.04;

(d) leases of inventory and, to the extent not constituting inventory, rail cars and other equipment in the ordinary course of business;

(e) sales, transfers and dispositions to the Borrower or a Restricted Subsidiary; and

(f) dispositions of other assets during the entire term of this Agreement with an aggregate book value that does not exceed 5% of the Borrower’s consolidated current assets (excluding the current assets of Unrestricted Subsidiaries); provided that if the Borrower delivers a Reinvestment Notice prior to the applicable disposition, the 5% of consolidated current asset limitation of this clause shall not apply to the related asset disposition if the proceeds from such distribution are actually reinvested during the related Reinvestment Period.

Section 6.13 Sale and Leaseback Transactions. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred, except for any such sale of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset in accordance with Section 6.12 and is consummated within 90 days after the Borrower or such Restricted Subsidiary acquires or completes the construction of such fixed or capital asset.

Section 6.14 Trinity Marks Company. So long as Trinity Marks Company (“Trinity Marks”) is designated as an Unrestricted Subsidiary, neither the Borrower nor any of the Subsidiaries, including TILC, will permit Trinity Marks to (a) hold any assets other than railcar identification marks, including any evidence of ownership of such marks issued by the Association of American Railroads and all rights with respect to such marks including the right to payment of railroad mileage credits (the “Mark Assets”) and (b) conduct any business other than owning the Mark Assets, acting for holders of the beneficial interests of the Mark Assets and the other activities permitted by Part V of that certain Amended and Restated Marks Company Trust Agreement between TILC and Wilmington Trust Company dated as of May 17, 2001, as the same exists on the Effective Date, without giving effect to any amendment or other modification thereof unless such modification is approved by the Required Lender. The Borrower will not permit TILC to hold less than 100% of the beneficial interest in all of the assets of Trinity Marks other than those identified trust assets that are from time to time allocated by Trinity Marks into one or more separate portfolios of trust assets to be accounted for independently.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) Principal Payment. the Borrower shall fail to pay (including, but not limited to, any failure to pay any mandatory prepayment required by Section 2.11(b)) any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) Other Payments. the Borrower or any Material Subsidiary shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article VII) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days;

(c) Representations and Warranties. any representation or warranty made or deemed made by or on behalf of the Borrower or any Material Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document, or any amendment or modification hereof or thereof, or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any representation or warranty already qualified by materially, in any respect) when made or deemed made;

(d) Immediate Covenant Defaults. the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.01, 5.02, 5.03 (with respect to the Borrower’s and the Material Subsidiaries’ existence), 5.08 or in Article VI;

(e) Other Covenant Defaults. the Borrower or any Subsidiary (as applicable) shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those specified in clause (a), (b) or (d) of this Article VII), and such failure shall continue unremedied for a period of 30 days after the earlier to occur of either (i) an Authorized Officer of the Borrower becoming aware of such default or (ii) notice thereof having been given to the Borrower by the Administrative Agent (which notice will be given at the request of any Lender);

(f) Cross Payment Default. the Borrower or any Restricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

(g) Cross Covenant Default. any event or condition occurs that results in any Material Indebtedness of the Borrower or any Restricted Subsidiary becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) Cross Default to Unrestricted Subsidiary Material Indebtedness. either (i) any Unrestricted Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable or (ii) any event or condition occurs that results in any Material Indebtedness of any Unrestricted Subsidiary becoming due prior to its scheduled maturity or enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity (not including any secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness) and as a result of the occurrence of either clause (i) or (ii) of this clause (h), any claims are made against the Borrower or a Restricted Subsidiary under any performance or other Guarantee relating thereto;

(i) Involuntary Proceedings. an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(j) Voluntary Proceedings. the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause(i) of this Article VII, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(k) Unable to Pay Debts. the Borrower or any Material Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(l) Judgments. one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against the Borrower or any Restricted Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any such Restricted Subsidiary to enforce any such judgment;

(m) ERISA. an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(n) Change of Control. a Change in Control shall occur; or

(o) Subsidiary Guaranty. any Subsidiary Guaranty shall for any reason cease to be in full force and effect and valid, binding and enforceable in accordance with its terms after its date of execution, or the Borrower or any of the Material Subsidiaries shall so state in writing; or

then, and in every such event (other than an event with respect to the Borrower described in clause (i) or (j) of this Article VII), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (i) or (j) of this Article VII, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

Administrative Agent

Section 8.01 Appointment. Each of the Lenders and the Issuing Bank hereby irrevocably appoint JPMorgan Chase Bank, N.A. as administrative agent hereunder and under the other Loan Documents (and hereby continues the agency created under the Existing Credit Agreement) and authorize the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

Section 8.02 Rights as a Lender. The Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

Section 8.03 Limitation of Duties and Immunities. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of the Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct; PROVIDED, HOWEVER, THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT THE ADMINISTRATIVE AGENT BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL. The Administrative Agent shall be deemed not to have knowledge of any Default (other than knowledge of a Default of the types specified in clauses (a) or (b) of Article VII) unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 8.04 Reliance on Third Parties. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 8.05 Sub-Agents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as the Administrative Agent.

Section 8.06 Successor Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in Dallas, Texas, Houston, Texas or New York City, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

Section 8.07 Independent Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

Section 8.08 Other Agents. Certain Lenders may have been designated as “documentation agent,” “syndication agent” or “co-agent,” hereunder in recognition of the level of each of their Revolving Commitments. No such Lender is an agent for the Lenders and no such Lender shall have any obligation hereunder other than those existing in its capacity as a Lender. Without limiting the foregoing, no such Lender shall have or be deemed to have any fiduciary relationship with or duty to any Lender. The Borrower and each Lender acknowledge that it has not relied, and will not rely, on any of the Lenders named as “documentation agent,” “syndication agent” or “co-agent,” in deciding to enter into this Agreement or in taking any action hereunder or under the Loan Documents.

Section 8.09 Powers and Immunities of Issuing Bank and Swingline Lender. Neither the Issuing Bank, the Swingline Lender nor any of their respective Related Parties shall be liable for any action taken or omitted to be taken by any of them hereunder or otherwise in connection with any Loan Document except for its or their own gross negligence or willful misconduct. Without limiting the generality of the preceding sentence, the Issuing Bank and the Swingline Lender: (a) shall have no duties or responsibilities except those expressly set forth in the Loan Documents, and shall not by reason of any Loan Document be a trustee or fiduciary for any Lender or for the Administrative Agent, (b) shall not be required to initiate any litigation or collection proceedings under any Loan Document, (c) shall not be responsible to any Lender or the Administrative Agent for any recitals, statements, representations, or warranties contained in any Loan Document, or any certificate or other documentation referred to or provided for in, or received by any of them under, any Loan Document, or for the value, validity, effectiveness, enforceability, or sufficiency of any Loan Document or any other documentation referred to or provided for therein or for any failure by any Person to perform any of its obligations thereunder, (d) may consult with legal counsel (including counsel for the Borrower), independent public accountants, and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith

by it in accordance with the advice of such counsel, accountants, or experts, and (e) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate, or other instrument or writing believed by it to be genuine and signed or sent by the proper party or parties. As to any matters not expressly provided for by any Loan Document, the Issuing Bank and the Swingline Lender shall in all cases be fully protected in acting, or in refraining from acting, hereunder in accordance with instructions signed by the Required Lenders, and such instructions of the Required Lenders and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders and the Administrative Agent; provided, however, that neither the Issuing Bank nor the Swingline Lender shall not be required to take any action which exposes it to personal liability or which is contrary to any Loan Document or applicable law.

Section 8.10 Lender Affiliates Rights. By accepting the benefits of the Loan Documents, any Affiliate of a Lender that is owed any Lender Indebtedness is bound by the terms of the Loan Documents. But notwithstanding the foregoing: (a) neither the Administrative Agent, any Lender nor Borrower shall be obligated to deliver any notice or communication required to be delivered to any Lender under any Loan Documents to any Affiliate of any Lender; and (b) no Affiliate of any Lender that is owed any Lender Indebtedness shall be included in the determination of the Required Lenders or entitled to consent to, reject, or participate in any manner in any amendment, waiver or other modification of any Loan Document. The Administrative Agent shall not have any liabilities, obligations or responsibilities of any kind whatsoever to any Affiliate of any Lender who is owed any Lender Indebtedness. The Administrative Agent shall deal solely and directly with the related Lender of any such Affiliate in connection with all matters relating to the Loan Documents. The Lender Indebtedness owed to such Affiliate shall be considered the Lender Indebtedness of its related Lender for all purposes under the Loan Documents and such Lender shall be solely responsible to the other parties hereto for all the obligations of such Affiliate under any Loan Document.

Section 8.11 Authorized Release of Material Subsidiary. If (i) no Default exists or would result; and (ii) the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower requesting the release of a Material Subsidiary from its Subsidiary Guaranty, certifying that (A) no Default exists or will result from the release of the Material Subsidiary; and (B) the Administrative Agent is authorized to release such Material Subsidiary because the Equity issued by such Material Subsidiary or the assets of such Material Subsidiary have been sold in a transaction permitted by Section 6.12 (including with the consent of the Required Lenders pursuant to Section 9.02(b)); then the Administrative Agent is irrevocably authorized by the Lender, without any consent or further agreement of any Lender or any Affiliate of a Lender to release such Material Subsidiary from all obligations under the Loan Documents. To the extent the Administrative Agent is required to execute any release documents in accordance with the immediately preceding sentence, the Administrative Agent shall do so promptly upon request of the Borrower without the consent or further agreement of any Lender or any Affiliate of any Lender.

ARTICLE IX

Miscellaneous

Section 9.01 Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Borrower, to it at Trinity Industries, Inc., 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Gail M. Peck (Telecopy No.: 214-589-8824);

(b) if to the Administrative Agent, the Issuing Bank or the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 2200 Ross Avenue, 3rd Floor, Dallas, Texas, Texas 75201, Attention: Brandon Watkins (Telecopy No.: 214-965-2044; Telephone No: 214-965-2053), with a copy to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, Attn: Darren Cunningham, 10 South Dearborn Street, 7^th Floor, Chicago, IL 60603, Telephone: 312-385-7080; Telecopy: 888-292-9533;

(c) if related to a Foreign Currency Borrowing, also to J.P. Morgan Europe Limited, 125 London Wall, Floor 9, Long EC2Y 5AJ, United Kingdom, Attention of the Manager, London Loans & Agency; Telecopy: (44) 207 7772360; and

(d) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if sent during normal business hours or, if sent after normal business hours, on the next Business Day. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Section 9.02 Waivers; Amendments.

(a) No Waiver; Cumulative Rights. No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Amendments. Neither this Agreement nor any of the Loan Documents nor any provision hereof or thereof may be waived, amended or modified except (x) pursuant to an Increased Commitment Supplement executed in accordance with the terms and conditions of Section 2.22 which only needs to be signed by the Borrower, the Administrative Agent and the Lenders increasing or providing new Revolving Commitments thereunder and (y) pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall: (i) increase the Revolving Commitment of any Lender or the aggregate amount of any credit extension required to be made by any Lender pursuant to its Commitment, in each case without the written consent of such

Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender directly affected thereby, (v) except as permitted by Section 8.11, release any Material Subsidiary from its obligations under any Subsidiary Guaranty, without the written consent of each Lender (other than a Defaulting Lender), (vi) waive any of the conditions set forth in Section 4.01 to the making of the Loans without the consent of each Lender affected thereby, or (vii) change any of the provisions of this Section 9.02(b) or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be.

(c) Hedging Agreements Separate. Notwithstanding anything to the contrary contained herein, the parties hereto hereby agree that all Hedging Agreements in effect from time to time between any Lender (or any of its Affiliates) and the Borrower or any of the Subsidiaries are independent agreements governed by the written provisions of such Hedging Agreements, which will remain in force and effect, notwithstanding any repayment, prepayment, acceleration, reduction, increase, or change in the terms of this Agreement or any other Loan Document except as otherwise expressly provided in any such Hedging Agreement, and any payoff statement from the Administrative Agent relating to the Lender Indebtedness shall not apply to any such Hedging Agreement unless otherwise expressly consented or agreed to by the applicable Lender (or its Affiliate) and the Borrower.

Section 9.03 Expenses; Indemnity; Damage Waiver.

(a) Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Arranger and their respective Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section 9.03, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnity. THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING BANK, THE ARRANGER AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED

EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THE EXISTING CREDIT AGREEMENT, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (ii) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (iii) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, (iv) THE FAILURE TO PAY ANY LOAN OR LC DISBURSEMENT DENOMINATED IN AN FOREIGN CURRENCY, OR ANY INTEREST THEREON, IN THE FOREIGN CURRENCY IN WHICH SUCH LOAN WAS MADE OR APPLICABLE LETTER OF CREDIT ISSUED, OR (v) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE (IT BEING UNDERSTOOD THAT IT IS THE INTENTION OF THE PARTIES HERETO THAT EACH OF THE INDEMNITEES BE INDEMNIFIED IN THE CASE OF ITS OWN NEGLIGENCE (OTHER THAN GROSS NEGLIGENCE), REGARDLESS OF WHETHER SUCH NEGLIGENCE IS SOLE OR CONTRIBUTORY, ACTIVE OR PASSIVE, IMPUTED, JOINT OR TECHNICAL). NO INDEMNITEE SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE INTERNET, INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THE LOAN DOCUMENTS. FURTHERMORE, TO INDUCE THE LENDERS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT, THE BORROWER AND EACH OF ITS SUBSIDIARIES WAIVE ANY AND ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE EFFECTIVE DATE AND RELATING TO THE EXISTING CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(c) Lenders’ Agreement to Pay. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Revolving Credit Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity as such.

(d) Waiver of Damages. To the extent permitted by applicable law, the Borrower and each Material Subsidiary shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, any other Loan Document, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) Payment. All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.

Section 9.04 Successors and Assigns.

(a) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit, any Affiliate of a Lender who is owed any of the Lender Indebtedness and any Indemnitee), except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit, any Affiliate of a Lender who is owed any of the Lender Indebtedness and any Indemnitee) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments. Any Lender may assign to one or more assignees (other than the Borrower, any of the Subsidiaries or any of their affiliates) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it) by executing, and causing the assignee thereof to execute, an Assignment and Acceptance; provided that (i) except in the case of an assignment to a Lender (other than a Defaulting Lender) or a Lender Affiliate (other than a Defaulting Lender), each of the Borrower and the Administrative Agent (and, in the case of an assignment of all or a portion of a Revolving Commitment or any Lender’s obligations in respect of its LC Exposure, the Issuing Bank) must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed), (ii) except in the case of an assignment to a Lender or a Lender Affiliate or an assignment of the entire remaining amount of an assigning Lender’s Revolving Commitment, the aggregate amount of the Revolving Commitments assigned to an assignee, and the aggregate amount of the Revolving Commitments retained by the assignor after giving effect to such assignment, shall not be less than $5,000,000 (provided, that, if the Revolving Commitments have expired or terminated, such limits shall apply to the amount of the Revolving Credit Exposure assigned and retained), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, except in the case of an assignment to a Lender Affiliate, in which case no processing and recordation fee shall be payable, and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default has occurred and is continuing. Subject to acceptance and recording thereof pursuant to paragraph (d) of this Section 9.04, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and to the other Loan Documents and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of

Sections 2.15, 2.16, 2.17, 2.19 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section 9.04.

(c) Maintenance of the Register. The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in Houston, Texas, Chicago, Illinois or Dallas, Texas a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Acceptance by Administrative Agent. Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written consent to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(e) Participations. Any Lender may, without the consent of or notice to the Borrower, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (other than the Borrower, any of the Subsidiaries, or any of their affiliates or any Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this Section 9.04, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 9.04. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.

(f) Participant’s Rights. A Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it

were a Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as though it were a Lender.

(g) Pledge. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 9.05 Survival. All covenants, agreements, representations and warranties made by the Borrower and the Material Subsidiaries in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the other Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank, the Arranger or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17, 2.19 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

Section 9.06 Counterparts; Integration; Effectiveness; Amendment and Restatement. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES PAYABLE TO THE ADMINISTRATIVE AGENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS (INCLUDING THE EXISTING CREDIT AGREEMENT), REPRESENTATIONS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. Except as provided in Article IV, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement amends and restates in its entirety the Existing Credit Agreement. The execution of this Agreement and the other Loan Documents executed in connection herewith does not extinguish the Lender Indebtedness outstanding in connection with the Existing Credit Agreement nor does it constitute a novation with respect to such Indebtedness. The Borrower, the Administrative Agent and the Lenders ratify and confirm each of the Loan Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such

Loan Documents continue to be legal, valid, binding and enforceable in accordance with their respective terms. However, for all matters arising prior to the Effective Date (including, the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodifed by this Agreement) shall control and are hereby ratified and confirmed. Borrower represents and warrants that as of the Closing Date there are no claims or offsets against or rights of recoupment with respect to or defenses or counterclaims to its obligations under the Existing Credit Agreement or any of the other Loan Documents.

Section 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process.

(a) Governing Law. This Agreement and the other Loan Documents shall be construed in accordance with and governed by the law of the State of Texas.

(b) Jurisdiction. The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Courts of the State of Texas and of the United States District Court for the Northern District of Texas, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Texas State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c) Venue. The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 9.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

Section 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 9.12 Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 9.12, to any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section 9.12, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.13 Interest Rate Limitation. It is the intention of the parties hereto to conform strictly to applicable interest, usury and criminal laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower or any Material Subsidiary to a Lender, the Issuing Bank or any Agent under this Agreement or any other Loan Document shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender, the Issuing Bank or such Agent limiting rates of interest which may be charged or collected by such Lender, the Issuing Bank or such Agent. Accordingly, if the transactions contemplated hereby or

thereby would be illegal, unenforceable, usurious or criminal under laws applicable to a Lender, the Issuing Bank or the Administrative Agent (including the laws of any jurisdiction whose laws may be mandatorily applicable to such Lender or the Administrative Agent notwithstanding anything to the contrary in this Agreement or any other Loan Document) then, in that event, notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is agreed as follows:

(a) the provisions of this Section 9.13 shall govern and control;

(b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, taken, reserved, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement or any other Loan Document by such Lender, the Issuing Bank or the Administrative Agent shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate if any, with respect to such Lender, the Issuing Bank and the Administrative Agent herein called the “Highest Lawful Rate”), and any excess shall be canceled automatically and if theretofore paid shall be credited to the Borrower by such Lender, the Issuing Bank or the Administrative Agent (or, if such consideration shall have been paid in full, such excess refunded to the Borrower);

(c) all sums paid, or agreed to be paid, to such Lender, the Issuing Bank or the Administrative Agent for the use, forbearance and detention of the indebtedness of the Borrower to such Lender, the Issuing Bank or the Administrative Agent hereunder or under any Loan Document shall, to the extent permitted by laws applicable to such Lender, the Issuing Bank or the Administrative Agent, as the case may be, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof;

(d) if at any time the interest provided pursuant to this Section 9.13 or any other clause of this Agreement or any other Loan Document, together with any other fees or compensation payable pursuant to this Agreement or any other Loan Document and deemed interest under laws applicable to such Lender, the Issuing Bank or the Administrative Agent, exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and any such fees or compensation to accrue to such Lender, the Issuing Bank or such Agent pursuant to this Agreement or such other Loan Document shall be limited, notwithstanding anything to the contrary in this Agreement or any other Loan Document, to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to such Lender, the Issuing Bank or such Agent pursuant to this Agreement or such other Loan Document below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement or such other Loan Document, as the case may be, and such fees or compensation deemed to be interest equals the amount of interest which would have accrued to such Lender, the Issuing Bank or such Agent if a varying rate per annum equal to the interest provided pursuant to any other relevant Section hereof (other than this Section 9.13) or thereof as applicable, had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section 9.13;

(e) with the intent that the rate of interest herein shall at all times be lawful, if the receipt of any funds owing hereunder or under any other agreement related hereto (including any of the other Loan Documents) by such Lender, the Issuing Bank or the Administrative Agent would cause such Lender, the Issuing Bank or the Administrative Agent to charge the Borrower a criminal rate of interest, the Lenders, the Issuing Bank and the Administrative Agent agree that they will not require the payment or receipt thereof or a portion thereof which would cause a criminal rate of interest to be charged by such

Lender, the Issuing Bank or the Administrative Agent, as applicable, and if received such affected Lender, the Issuing Bank or the Administrative Agent will return such funds to the Borrower so that the rate of interest paid by the Borrower shall not exceed a criminal rate of interest from the date this Agreement was entered into; and

(f) For purposes of determining the Highest Lawful Rate under Texas law, the applicable rate ceiling shall be the indicted rate ceiling described in, and computed in accordance with Section 303.003 of the Texas Finance Code.

Section 9.14 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

Section 9.15 Judgment Currency. This is a loan transaction in which the specification of a Foreign Currency or Dollars is of the essence, and the stipulated currency shall in each instance be the currency of account and payment in all instances. A payment obligation in one currency hereunder (the “Original Currency”) shall not be discharged by an amount paid in another currency (the “Other Currency”), whether pursuant to any judgment expressed in or converted into any Other Currency or in another place except to the extent that such tender or recovery results in the effective receipt by a party hereto of the full amount of the Original Currency payable to such party. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Original Currency into the Other Currency, the rate of exchange that shall apply shall be the applicable Spot Rate. The obligation of the Borrower and the Subsidiaries in respect of any such sum due from it to the Administrative Agent, any Issuing Bank or any Lender under any Loan Document (in this Section 9.15 called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Other Currency such Entitled Person may in accordance with normal banking procedures purchase the Original Currency with the amount of the judgment currency so adjudged to be due; and the Borrower, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Original Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Original Currency hereunder exceeds the amount of the Other Currency so purchased.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day 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/    Brandon K. Watkins
Name: Brandon K. Watkins
Title:   Vice President

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

THE ROYAL BANK OF SCOTLAND plc, as a Lender
By:	/s/    L. Peter Yetman
Name:	L. Peter Yetman
Title:	Director

WELLS FARGO BANK, NATIONAL ASSOCIATION (successor in interest by merger to Wachovia Bank, N.A.), as a Lender
By:	/s/    Dana Cagle
Name: Dana Cagle
Title:   Director

LLOYDS TSB Bank, PLC, as a Lender
By:	/s/    Christian Hammerbeck
Name:	Christian Hammerbeck
Title:	Vice President Corporate Banking USA H057

By:	/s/    Deborah Carlson
Name:	Deborah Carlson
Title:	Director Corporate Banking USA C103

CREDIT SUISSE AG (formerly known as Credit Suisse First Boston), CAYMAN ISLANDS BRANCH, as a Lender
By:	/s/    Karl Studer
Name:	Karl Studer
Title:	Director

By:	/s/    Claudia Siffert
Name:	Claudia Siffert
Title:	Assistant Vice President

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

BOKF, N.A. dba Bank of Texas (successor in interest to Bank of Texas, N.A.), as a Lender
By:	/s/    Alan Morris
Name:	Alan Morris
Title:	Vice President

BRANCH BANKING AND TRUST COMPANY, as a Lender
By:	/s/    Allen K. King
Name:	Allen K. King
Title:	Senior Vice President

FIFTH THIRD BANK, as a Lender
By:	/s/    Julia Harman
Name:	Julia Harman
Title:	Vice President

Material Subsidiary Consent

Each of the undersigned Material Subsidiaries: (i) consent and agree to this Agreement; (ii) agree that the Loan Documents to which it is a party shall remain in full force and effect and shall continue to be the legal, valid and binding obligation of such Material Subsidiary enforceable against it in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and (b) the availability of equitable remedies may be limited by equitable principles of general application; (iii) agree that any reference to the Credit Agreement in the Subsidiary Guaranty to which it is a party shall mean a reference to this Agreement; and (iv) the obligations, indebtedness and liabilities of the Borrower arising under this Agreement and all other Lender Indebtedness are “Obligations” as defined in the Subsidiary Guaranty to which it is a party.

TRANSIT MIX CONCRETE & MATERIALS COMPANY

TRINITY INDUSTRIES LEASING COMPANY

TRINITY MARINE PRODUCTS, INC.

TRINITY RAIL GROUP, LLC

TRINITY TANK CAR, INC.

TRINITY PARTS AND COMPONENTS, LLC

    (formerly Trinity Rail Components & Repair, Inc.)

TRINITY NORTH AMERICAN FREIGHT CAR, INC.

    (formerly Thrall Trinity Freight Car, Inc.)

TRINITY STRUCTURAL TOWERS, INC

TRINITY HIGHWAY PRODUCTS, LLC

By:	/s/    Gail M. Peck
	Gail M. Peck, Treasurer of each Material Subsidiary

Index of Schedules and Exhibits

SCHEDULES:
SCHEDULE 1.01	—	Existing Letters of Credit
SCHEDULE 1.01(a)	—	Existing Subsidiary Guaranties
SCHEDULE 1.02	—	Calculation of MLA Cost
SCHEDULE 2.01	—	Revolving Commitments
SCHEDULE 3.06	—	Disclosed Matters
SCHEDULE 3.11	—	Subsidiaries
SCHEDULE 3.13	—	Employee Matters
SCHEDULE 6.01	—	Existing Indebtedness
SCHEDULE 6.02	—	Existing Liens
SCHEDULE 6.08	—	Existing Restrictions
EXHIBITS:
EXHIBIT A	—	Form of Assignment and Acceptance
EXHIBIT B	—	Form of Borrowing Request
EXHIBIT C	—	Form of Interest Election Request
EXHIBIT D	—	Form of Compliance Certificate
EXHIBIT E	—	Form of Revolving Credit Note
EXHIBIT F	—	Form of Certificate of Effectiveness
EXHIBIT G	—	Form of Increased Commitment Supplement
EXHIBIT H	—	Form of Subsidiary Guaranty

EXHIBIT A

[FORM OF]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Third Amended and Restated Credit Agreement dated as of October 20, 2011 (as amended and in effect on the date hereof, the “Credit Agreement”), among Trinity Industries, Inc., the Lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with the same meanings.

The Assignor named herein hereby sells and assigns, without recourse, to the Assignee named herein, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth herein, the interests set forth herein (the “Assigned Interest”), in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including the interests set forth herein, in the Commitments of the Assignor on the Assignment Date and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of the Credit Agreement and the other Loan Documents. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents.

This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement (to the extent required by such Section 9.04(b)).

This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of Texas.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Effective Date of Assignment

(“Assignment Date”):

Facility	Principal Amount Assigned	Percentage Assigned of Commitment (set forth, to at least 9 decimals, as a percentage of the Facility and the aggregate Commitments of all Lenders thereunder)
	$	%

The terms set forth above and herein are hereby agreed to:

[Name of Assignor], as Assignor
By:
	Name:
	Title:

[Name of Assignee], as Assignee
By:
	Name:
	Title:

The undersigned hereby consent to the within assignment:¹

Trinity Industries, Inc.
By:
	Name:
	Title:

JPMorgan Chase Bank, N.A.,

as Administrative Agent, Issuing Bank and Swingline Lender

By:
	Name:
	Title:

¹  Consents to be included to the extent required by Section 9.04 of the Credit Agreement

EXHIBIT B

BORROWING REQUEST

_______________, 20__

JPMorgan Chase Bank, N.A.

as Administrative Agent

2200 Ross Avenue, 3rd Floor

    Dallas, Texas, Texas 75201

Attention: Brandon Watkins(Telecopy No.: 214-965-2044)

        with a copy to Loan and Agency Services Group

        10 South Dearborn Street, 19^th Floor

        Chicago, IL 60603

        Telecopy: [                    ]

Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of October 20, 2011 (together with all amendments, if any, from time to time made thereto, the “Credit Agreement”), among Trinity Industries, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Borrowing Request and the Borrower hereby requests a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the Borrowing requested hereby:

(A)	Principal amount of Borrowing:2
(B)	Interest rate basis:3
(C)	Effective date (which is a Business Day):
(D)	Date of the end of Interest Period (which is a Business Day):
(E)	Interest Period:4
(F)	Foreign Currency:
(G)	Date of the Borrowing:

The Borrower hereby represents and warrants that the conditions specified in paragraphs (a), (b) and (c)of Section 4.02 of the Credit Agreement are satisfied.

The Borrower has caused this Borrowing Request to be executed and delivered by its Authorized Officer as of the date first written above .

TRINITY INDUSTRIES, INC.

By:

Name:

Title:

2 Not less than $5,000,000 and an integral multiple of $1,000,000 (or aggregate unused balance of the Revolving Commitments in the case of an ABR Borrowing).

3 Fixed Rate Borrowing or ABR Borrowing.

4 If applicable, selected period must comply with the definition of “Interest Period” and end not later than the Revolving Commitment Termination Date.

EXHIBIT C

INTEREST ELECTION REQUEST

_____________, 20__

JPMorgan Chase Bank, N.A.

as Administrative Agent

2200 Ross Avenue, 3rd Floor

    Dallas, Texas, Texas 75201

Attention: Brandon Watkins(Telecopy No.: 214-965-2044)

        with a copy to Loan and Agency Services Group

        10 South Dearborn Street, 19^th Floor

        Chicago, IL 60603

        Telecopy: [                    ]

Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of October 20, 2011 (together with all amendments, if any, from time to time made thereto, the “Credit Agreement”), among Trinity Industries, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes an Interest Election Request and the Borrower hereby requests the conversion or continuation of a Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the Borrowing to be converted or continued as requested hereby:

(A)	Borrowing to which this request applies:1
(B)	Principal amount of Borrowing to be converted/continued:2
(C)	Effective date of election (which is a Business Day):
(D)	Interest rate basis of resulting Borrowing:3
(E)	Interest Period of resulting Borrowing:4

The Borrower has caused this Interest Election Request to be executed and delivered by its Authorized Officer as of the date first written above .

TRINITY INDUSTRIES, INC.

By:

Name:

Title:

1 Specify existing Type and last day of current Interest Period.

2 Not less than $5,000,000 or an integral multiple of $1,000,000.

3 Fixed Rate Borrowing or ABR Borrowing.

4 Which must comply with the definition of “Interest Period” and end not later than the Revolving Commitment Termination Date.

EXHIBIT D

COMPLIANCE CERTIFICATE

_____________, 20___

JPMorgan Chase Bank, N.A.

as Administrative Agent

2200 Ross Avenue, 3rd Floor

    Dallas, Texas, Texas 75201

Attention: Brandon Watkins(Telecopy No.: 214-965-2044)

        with a copy to Loan and Agency Services Group

        10 South Dearborn Street, 19^th Floor

        Chicago, IL 60603

        Telecopy: [                    ]

Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Credit Agreement dated as of October 20, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among Trinity Industries, Inc., a Delaware corporation (“Borrower”), the Lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent to the Lenders (“Administrative Agent). Capitalized terms used herein without definition and which are defined in the Credit Agreement shall have the respective meanings assigned to such terms in the Credit Agreement.

Pursuant to Section 5.01(c) of the Credit Agreement, the undersigned Financial Officer of Borrower hereby certifies to Administrative Agent as follows: (a) the information furnished in the calculations attached hereto was true and correct as of the last day of the Fiscal [Year] [Quarter] ended _______________; (b) as of the date of this Compliance Certificate, there exists no Default; and (c) the financial statements delivered herewith were prepared in accordance with GAAP.

IN WITNESS WHEREOF, the undersigned officer has executed this Compliance Certificate as of the date first written above.

TRINITY INDUSTRIES, INC.

By:

Name:

Title:

COMPLIANCE CERTIFICATE WORKSHEET

1.	Minimum Interest Coverage Ratio — SECTION 6.09(a)
	(a)	consolidated net (including the amount of net income attributable to the Unrestricted Subsidiaries to the extent that the Borrower has actually received the amount thereof from dividends and other distributions made by the Unrestricted Subsidiaries to the Borrower) income of Borrower and the Restricted Subsidiaries	$
	(b)	to the extent deducted in the calculation of consolidated net income, Interest Expense	$
	(c)	to the extent deducted in the calculation of consolidated net income, depreciation and amortization	$
	(d)	to the extent deducted in the calculation of consolidated net income, income and franchise tax expenses	$
	(e)	to the extent deducted in the calculation of consolidated net income, one-time cash charges not to exceed an amount agreed to by the Lenders	$
	(f)	to the extent deducted in the calculation of consolidated net income, non-cash expenses associated with the issuance of employee stock options	$
	(g)	to the extent deducted in the calculation of consolidated net income, cash payments that relate to prior period non-cash expenses previously added back pursuant to clause (f) above.	$
	(h)	to the extent included in the calculation of consolidated net income, non-recurring, non-cash gains or losses and/or extraordinary gains or losses, including gains or losses on the disposition of assets (other than in connection with the sale of assets from the lease fleet in the ordinary course of business)	$
	(i)	EBITDA (the sum of items (a), (b), (c), (d), (e) and (f) above, minus the sum of items (g) and (h) above)	$
	(j)	Capital Expenditures (not including TILC Capital Expenditures)	$

	(k)	cash interest payments (excluding such payments made with respect to the Indebtedness of the Unrestricted Subsidiaries)	$
	(l)	Interest Coverage Ratio (item (i) above less item (j) above divided by item (k) above)	_________ to 1.00
	(m)	Minimum Interest Coverage Ratio (from § 6.09(a))	2.25 to 1.00
2.	Maximum Leverage Ratio — Section 6.09(b)
	(a)	Indebtedness (other than the Indebtedness of Unrestricted Subsidiaries)	$
	(b)	Unrestricted Available Cash (if not Revolving Loans or Swingline Loans are outstanding)	$
	(c)	LC Exposure	$
	(d)	Total Debt (item (a) above minus items (b) and (c) above)	$
	(e)	EBITDA (from item 1(i) above)	$
	(f)	Leverage Ratio (item (d) above divided by item (e) above)	__________ to 1.00
	(g)	Maximum Leverage Ratio (from Section 6.09(b))	3.75 to 1.00
4.	Minimum Unrestricted Subsidiary Indebtedness Interest Coverage Ratio — Section 6.09(c)
	(a)	EBITDA of Unrestricted Subsidiaries	$
	(b)	The sum of (i) cash interest payments made with respect to the Indebtedness of the Unrestricted Subsidiaries minus (ii) cash interest payments received by the Borrower or any Restricted Subsidiaries with respect to the indebtedness outstanding under that certain Indenture between TRIP Rail Holdings LLC and Wilmington Trust Company relating to the notes issued thereunder in an aggregate amount of $175,000,000.	$
	(c)	Unrestricted Subsidiary Indebtedness Interest Coverage Ratio (item (a) above divided by item (b) above)	__________ to 1.00
	(d)	Minimum Unrestricted Subsidiary Indebtedness Interest Coverage Ratio (from § 6.09(c)	1.50 to 1.00

4.	Senior Leverage Ratio— Section 6.09(d)
	(a)	Indebtedness (other than the Indebtedness of Unrestricted Subsidiaries)	$
	(b)	Unrestricted Available Cash (if not Revolving Loans or Swingline Loans are outstanding)	$
	(c)	LC Exposure	$
	(d)	Subordinated Debt	$
	(e)	Total Senior Debt (item (a) above minus items (b), (c) and (d) above)	$
	(f)	EBITDA (from item 1(i) above)	$
	(g)	Senior Leverage Ratio (item (d) above divided by item (e) above)	________ to 1.00
	(h)	Maximum Senior Leverage Ratio (from Section 6.09(b))	2.75 to 1.00

EXHIBIT E

REVOLVING CREDIT NOTE

$                                                                       , 20        

FOR VALUE RECEIVED, the undersigned, TRINITY INDUSTRIES, INC., a Delaware corporation (the “Borrower”), promises to pay, without setoff or counterclaim, to the order of ______________________________ (the “Lender”) on the Revolving Commitment Termination Date the principal sum of _______________ MILLION AND NO/100 DOLLARS ($_______________) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to that certain Third Amended and Restated Credit Agreement, dated as of October 20, 2011 (together will all amendments and other modifications, if any, from time to time thereafter made thereto, the “Credit Agreement”), among the Borrower, the Lenders party thereto (including the Lender) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).

The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement.

Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement.

This Revolving Credit Note is one of the Revolving Credit Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Revolving Credit Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Revolving Credit Note and on which such Indebtedness may be declared to be immediately due and payable. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

TRINITY INDUSTRIES, INC.

By:

Name: 

Title:

EXHIBIT F

CERTIFICATE OF EFFECTIVENESS

This Certificate of Effectiveness (this “Certificate”) is executed the ___ day of October, 2011 (the “Effective Date”), by Trinity Industries, Inc., a Delaware corporation (the “Borrower”) pursuant to that certain Credit Agreement (the “Agreement”) dated as of October 20, 2011, by and among the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent (“Administrative Agent”) for the Lenders under and as defined in the Credit Agreement and the Lenders. This Certificate is executed pursuant to Section 4.01 of the Agreement and is the “Certificate of Effectiveness” therein referenced. Unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Agreement. This Certificate may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Certificate by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.

1. The Borrower hereby certifies to the Administrative Agent and each Lender that each condition precedent to the effectiveness of the Agreement contained in Section 4.01 of the Agreement has been satisfied (except to the extent any such conditions have been waived in writing by all Lenders).

2. Based on the certification of the Borrower contained in Section 1 preceding, the Agreement is effective as of the Effective Date.

TRINITY INDUSTRIES, INC.
By:
	Gail M. Peck, Treasurer

Accepted and Agreed to:

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent for the Lenders

By:

Name: 

Title:

EXHIBIT G

INCREASED COMMITMENT SUPPLEMENT

This INCREASED COMMITMENT SUPPLEMENT (this “Supplement”) is dated as of ____________, ___ and entered into by and among TRINITY INDUSTRIES, INC. (the “Borrower”), each of the banks or other lending institutions which is a signatory hereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as agent for itself and the other lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and is made with reference to that certain Third Amended and Restated Credit Agreement dated as of October 20, 2011 (as amended, the “Credit Agreement”), by and among the Borrower, certain lenders and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

RECITALS

WHEREAS, pursuant to Section 2.22 of the Credit Agreement, the Borrower and the Lenders are entering into this Increased Commitment Supplement to provide for the increase of the Aggregate Revolving Commitment;

WHEREAS, each Lender [party hereto and already a party to the Credit Agreement] wishes to increase its Revolving Commitment [, and each Lender, to the extent not already a Lender party to the Credit Agreement (herein a “New Lender”), wishes to become a Lender party to the Credit Agreement];⁹

WHEREAS, the Lenders are willing to agree to supplement the Credit Agreement in the manner provided herein.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Increase in Revolving Commitments. Subject to the terms and conditions hereof, each Lender severally agrees that on the effective date hereof its Revolving Commitment shall be increased to [or in the case of a New Lender, shall be] the amount set forth on Schedule 1 hereto opposite its name.

Section 2. [New Lenders. Each New Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements of Borrower delivered under Sections 3.04 or 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (ii) agrees that it has, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Supplement; (iii) agrees that it will, independently and without reliance upon the Administrative Agent, any other lender under the Credit Agreement or any of their Related Parties and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (v) agrees that it is a “Lender” under the Credit Agreement and will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender.

⁹  Bracketed alternatives should be included if there are New Lenders.

Section 3. Representations and Warranties. In order to induce the Lenders to enter into this Supplement and to supplement the Credit Agreement in the manner provided herein, Borrower represents and warrants to Administrative Agent and each Lender that (a) the representations and warranties of the Borrower and the Material Subsidiaries contained in the Loan Documents are and will be true, correct and complete in all material respects on and as of the effective date hereof to the same extent as though made on and as of that date and for that purpose, this Supplement shall be deemed to be a Loan Document; (b) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Supplement that would constitute a Default.

Section 4. Effect of Supplement. The terms and provisions set forth in this Supplement shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and except as expressly modified and superseded by this Supplement, 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. The Borrower, the Administrative Agent, and the Lenders party hereto agree that the Credit Agreement as supplemented hereby and the other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Any and all 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 supplemented hereby, are hereby amended so that any reference in such documents to the Credit Agreement shall mean a reference to the Credit Agreement as supplemented hereby.

Section 5. Applicable Law. This Supplement shall be governed by and construed in accordance with the applicable law pertaining in the State of Texas, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction.

Section 7. Counterparts, Effectiveness. This Supplement may be executed in any number of counterparts, by different parties hereto in separate counterparts and on telecopy or electronic counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Supplement shall become effective on the date when the Administrative Agent receives executed counterparts of this Supplement signed by the Borrower, the Lenders and the Administrative Agent which date shall be the “effective date” hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8. Entire Agreement. THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY AND ALL PREVIOUS COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

Borrower:

TRINITY INDUSTRIES, INC.

By:
	Name:
	Title:

Administrative Agent and the Lenders:

JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent [and as a Lender]

By:
	Name:
	Title:

[Lenders]

By:
	Name:
	Title:

[New Lender]

By:
	Name:
	Title:

CONSENT OF GUARANTORS¹⁰

Each Guarantor: (i) consents and agrees to this Supplement; (ii) agrees that each of the Loan Documents to which it is a party is in full force and effect and continues to be its legal, valid and binding obligation enforceable in accordance with its respective terms; and (iii) agrees that the obligations, indebtedness and liabilities of the Borrower arising as a result of the increase in the Revolving Commitments contemplated hereby made pursuant hereto “Obligations” as defined in the Subsidiary Guaranties.

[GUARANTORS]

By:
	Name:
	Title:

¹⁰  Add additional guarantors added after the Effective Date who are not also Borrowers

EXHIBIT H

[FORM OF]

GUARANTY

THIS GUARANTY (this “Guaranty”), dated as of _______________, 200_, is made by _______________________, a ____________________ (the “Guarantor”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (together with all successors and assigns thereto, the “Administrative Agent”) for each of the Lender Parties.

WITNESSETH:

WHEREAS, pursuant to a Third Amended and Restated Credit Agreement dated as of October 20, 2011 (together with all amendments, supplements, restatements and other modifications, if any, from time to time thereafter made thereto, the “Credit Agreement”), among Trinity Industries, Inc., a Delaware corporation (the “Borrower”), the various financial institutions as are, or may from time to time become, parties to the Credit Agreement (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders, the Lenders have agreed to extend commitments to make Loans to, and the Issuing Bank has agreed to issue Letters of Credit for the account of, the Borrower; and

WHEREAS, as a condition precedent to the making of the initial Loans and the issuance of the initial Letter of Credit under the Credit Agreement, the Guarantor is required to execute and deliver this Guaranty; and

WHEREAS, the Guarantor has duly authorized the execution, delivery and performance of this Guaranty; and

WHEREAS, it is in the best interests of the Guarantor to execute this Guaranty inasmuch as the Guarantor will derive substantial direct and indirect benefits from the Loans made from time to time to, and the Letters of Credit issued from time to time for the account of, the Borrower and its Subsidiaries by the Lenders and the Issuing Bank, as the case may be, pursuant to the Credit Agreement;

NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce the Lenders to make Loans (including the initial Loans) to, and to induce the Issuing Bank to issue the Letters of Credit (including the initial Letter of Credit) for the account of, the Borrower and its Material Subsidiaries pursuant to the Credit Agreement and the Lender Parties to extend financial accommodations, the Guarantor agrees, for the benefit of each Lender Party, as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Certain Terms. The following terms (whether or not underscored) when used in this Guaranty, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Administrative Agent” is defined in the preamble.

“Borrower” is defined in the first recital.

“Credit Agreement” is defined in the first recital.

“Guarantor” is defined in the preamble.

“Guaranty” is defined in the preamble.

“Lender Party” means, as the context may require, any Lender, any Agent, any Issuing Bank, and each of its respective successors, transferees and assigns.

“Lenders” is defined in the first recital.

“Loan Parties” means, collectively, the Borrower, the Guarantor and any other Subsidiary of the Borrower which executes a Loan Document, and “Loan Party” means any one of the foregoing.

“Obligations” means all the Lender Indebtedness.

Section 1.02 Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Guaranty, including its preamble and recitals, have the meanings provided in the Credit Agreement.

ARTICLE 2

GUARANTY PROVISIONS

Section 2.01 Guaranty. The Guarantor hereby absolutely, unconditionally and irrevocably

(a) guarantees the full and punctual payment when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing, whether for principal, interest, fees, expenses or otherwise (including all such amounts which would become due but for the operation of the automatic stay under Section 362(4) of the United States Bankruptcy Code, 11 U.S.C. §362(4), and the operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11 U.S.C. §502(b) and §506(b)), and

(b) indemnifies each Lender Party for any and all costs and expenses (including reasonable attorney’s fees and expenses) incurred by such Lender or such holder, as the case may be, in enforcing any rights under this Guaranty;

provided, however, that the Guarantor shall be liable under this Guaranty for the maximum amount of such liability that can be hereby incurred without rendering this Guaranty, as it relates to the Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount. This Guaranty constitutes a guaranty of payment when due and not of collection, and the Guarantor specifically agrees that it shall not be necessary or required that any Lender Party exercise any right, assert any claim or demand, or enforce any remedy whatsoever against the Borrower or any other Loan Party (or any other Person) before or as a condition to the obligations of the Guarantor hereunder.

Section 2.02 Acceleration of Guaranty. The Guarantor agrees that, in the event that the Obligations have been accelerated pursuant to ARTICLE VII of the Credit Agreement, the Guarantor will pay to the Administrative Agent for itself and as agent for the Lender Parties forthwith the full amount of all such Obligations.

Section 2.03 Guaranty Absolute, etc. This Guaranty shall in all respects be a continuing, absolute, unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of the Borrower and each other Loan Party has been paid in full, all obligations of the

Guarantor hereunder shall have been paid in full and all Revolving Commitments shall have terminated and all Letters of Credit shall have terminated or expired. The Guarantor guarantees that the Obligations of the Borrower and each other Loan Party will be paid strictly in accordance with the terms of the Credit Agreement, each other Loan Document and each applicable Hedging Agreement under which they arise, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender Party or any holder of any note with respect thereto. The liability of the Guarantor under this Guaranty shall be absolute, unconditional and irrevocable irrespective of:

(a) any lack of validity, legality or enforceability of the Credit Agreement, any other Loan Document or any Hedging Agreement;

(b) the failure of any Lender Party

(i) to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Loan Party or any other Person (including any other guarantor) under the provisions of the Credit Agreement, any other Loan Document, any Hedging Agreement or otherwise, or

(ii) to exercise any right or remedy against any other guarantor of any Obligations of the Borrower or any other Loan Party;

(c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower or any other Loan Party, or any other extension, compromise, or renewal of any Obligation of the Borrower or any other Loan Party;

(d) any reduction, limitation, impairment or termination of any Obligations of the Borrower or any other Loan Party for any reason (other than indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to (and the Guarantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality, non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Obligations of the Borrower, any other Loan Party or otherwise;

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of the Credit Agreement, any other Loan Document or any Hedging Agreement;

(f) any addition, exchange, release, surrender or non-perfection of any collateral, or any amendment to or waiver or release or addition of, or consent to departure from, any other guaranty, held by any Lender Party securing any of the Obligations of the Borrower or any other Loan Party; or

(g) any other circumstance (other than indefeasible payment in full in cash of the Obligations) which might otherwise constitute a defense available to, or a legal or equitable discharge of, the Borrower, any other Loan Party, any surety, or any guarantor.

Section 2.04 Reinstatement, etc. The Guarantor agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations is rescinded or must otherwise be restored by any Lender Party, upon the insolvency, bankruptcy or reorganization of the Borrower, any other Loan Party or otherwise, all as though such payment had not been made.

Section 2.05 Waiver, etc. The Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations of the Borrower or any other Loan Party and this Guaranty and any requirement that the Administrative Agent or any other Lender Party protect, secure, perfect or insure any Lien, or any property subject thereto, or exhaust any right or take any action against the Borrower, any other Loan Party or any other Person (including any other guarantor) or any collateral securing the Obligations of the Borrower or any other Loan Party, as the case may be.

Section 2.06 Waiver of Subrogation. Until the indefeasible payment in full in cash of all Obligations and the termination or expiration of all Revolving Commitments and Letters of Credit, the Guarantor hereby irrevocably waives any claim or other rights which it may now or hereafter acquire against the Borrower or any other Loan Party that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guaranty or any other Loan Document, including any right of subrogation, reimbursement, exoneration, or indemnification, any right to participate in any claim or remedy of the Lender Parties against the Borrower or any other Loan Party or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including the right to take or receive from the Borrower or any other Loan Party, directly or indirectly, in cash or other property or by set-off or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to the Guarantor in violation of the preceding sentence, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held in trust for, the Lender Parties, and shall forthwith be paid to the Administrative Agent for the benefit of the Lender Parties to be credited and applied to the Obligations, whether matured or unmatured. The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and that the waiver set forth in this Section is knowingly made in contemplation of such benefits.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations and Warranties. The Guarantor hereby represents and warrants unto each Lender Party as set forth in this Article.

Section 3.02 Organization; Powers. The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

Section 3.03 Authorization; Enforceability. The execution, delivery and performance by the Guarantor of this Guaranty and each other Loan Document executed or to be executed by it are within the Guarantor’s corporate, partnership or limited liability company powers (as applicable), and have been duly authorized by all necessary corporate, partnership or limited liability company action (as applicable), and if required and applicable, stockholder action. This Guaranty has been duly executed and delivered by the Guarantor and constitutes, and each other Loan Document executed or to be executed by the Guarantor, when executed and delivered by the Guarantor, will constitute, a legal, valid and binding obligation of the Guarantor, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.04 Approvals; No Conflicts. The execution, delivery and performance by the Guarantor of this Guaranty and each other Loan Document executed or to be executed by it, (a) do not require any approval of any Governmental Authority or other third party approvals, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created in connection with this Guaranty, (b) will not violate any applicable Governmental Rule or the articles of organization, formation or incorporation (or comparable document), bylaws, operating agreement, partnership agreement, limited liability company agreement or similar documents (as applicable) of the Guarantor or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement, or other instrument binding upon the Guarantor or its assets, or give rise to a right thereunder to require any payment to be made by the Guarantor and (d) will not result in the creation or imposition of any Lien on any asset of the Guarantor except Liens created under the Loan Documents.

Section 3.05 Benefit to the Guarantor. The Guarantor is a wholly-owned subsidiary of the Borrower; and the Guarantor’s guaranty pursuant to this Guaranty reasonably may be expected to benefit, directly or indirectly, the Guarantor; and the Guarantor has determined that this Guaranty is necessary and convenient to the conduct, promotion and attainment of the business of the Guarantor and the Borrower.

Section 3.06 Litigation Matters. Except for Disclosed Matters, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Guarantor, threatened against or affecting the Guarantor or any of its Subsidiaries or any of their respective properties, businesses, assets or revenues, (a) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (b) that question the validity or enforceability of any Loan Documents or seek to enjoin or prevent the Transactions. Since the date of this Guaranty, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

Section 3.07 Solvency. Immediately after entering into this Guaranty, the Guarantor will be Solvent. As used herein, the term “Solvent” means, with respect to the Guarantor, a condition under which (a) the fair market value of the Guarantor’s assets is, on the date of determination greater than the total amount of the Guarantor’s liabilities (including contingent and unliquidated liabilities) at such time; and (b) the Guarantor is able to pay all of its liabilities as such liabilities mature. For purposes of this definition (i) the amount of the Guarantor’s contingent or unliquidated liabilities at any time shall be the amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability, (ii) the “fair saleable value” of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value, and (iii) the “regular market value” of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to purchase such asset under ordinary selling conditions.

Section 3.08 Credit Agreement Representations. All representations and warranties made by the Borrower with respect to the Guarantor set forth in ARTICLE III of the Credit Agreement are true and correct in all respects as of the date hereof.

ARTICLE 4

COVENANTS, ETC.

Section 4.01 Covenants. Until the payment in full in cash of all Obligations and the termination or expiration of all Revolving Commitments and Letters of Credit, the Guarantor covenants and agrees that the Guarantor will perform, comply with, observe and fulfill each of the covenants, agreements and obligations contained in the Credit Agreement, including without limitation, ARTICLE V

and ARTICLE VI of the Credit Agreement, pertaining or otherwise applicable to the Guarantor in its capacity as a Loan Party and a Subsidiary. The Guarantor hereby irrevocably and unconditionally agrees to be bound by such covenants, agreements and obligations applicable to it in such capacities as if the Guarantor were a party to the Credit Agreement and such covenants, agreements, and obligations applicable to it in such capacities are hereby reaffirmed by the Guarantor.

ARTICLE 5

MISCELLANEOUS PROVISIONS

Section 5.01 Loan Document. This Guaranty is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof.

Section 5.02 Binding on Successors, Transferees and Assigns; Assignment. This Guaranty shall be binding upon the Guarantor and its successors, transferees and assigns and shall inure to the benefit of and be enforceable by the Administrative Agent, each other Lender Party and their respective successors, transferees and assigns permitted by Section 9.04 of the Credit Agreement.

Section 5.03 Amendments, etc. No amendment to or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor here from, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent in accordance with Section 9.02(b) of the Credit Agreement, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 5.04 Addresses for Notices to the Guarantor. All notices and other communications hereunder to the Guarantor shall be in writing (including telecopy communication) and mailed or telecopied or delivered to it, addressed to it at the address set forth below its signature hereto, or at such other address as shall be designated by the Guarantor in a written notice to the Administrative Agent at the address specified in the Credit Agreement complying as to delivery with the terms of this Section. All such notices and other communications shall be effective as provided in Section 9.01 of the Credit Agreement.

Section 5.05 No Waiver Remedies. In addition to, and not in limitation of, Section 2.03 and Section 2.04, no failure on the part of any Lender Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 5.06 Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Guaranty and shall not affect the construction of, or be taken into consideration in interpreting, this Guaranty.

Section 5.07 Setoff. If an Event of Default shall have occurred and be continuing, each Lender Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender Party to or for the credit or the account of the Guarantor or any of its Subsidiaries against any of and all the obligations of Guarantor now or hereafter existing under this Guaranty held by such Lender, irrespective of whether or not such Lender Party shall have made any demand under this Guaranty and although such obligations may be unmatured; provided, however, that any such set-off and application shall be subject to the provisions of Section 2.18 of the Credit Agreement.

Section 5.08 Severability. Any provision of this Guaranty held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality, and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 5.09 GOVERNING LAWS. THIS GUARANTY AND THE OTHER LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF TEXAS AND, TO THE EXTENT CONTROLLING, LAWS OF THE UNITED STATES OF AMERICA.

Section 5.10 WAIVER OF JURY TRIAL. GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT, ANY HEDGING AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). GUARANTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT SUCH LENDER PARTIES HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 5.11 NO ORAL AGREEMENTS. THIS WRITTEN GUARANTY AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENTS TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

By:

Name: 

Title:

Address:

Attention:

Telephone: 

Telecopy:

SCHEDULE 1.01

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EXISTING LETTERS OF CREDIT

BENEFICIARY	L/C NUMBER	US DOLLAR AMOUNT		EXPIRATION
Pacific Employers Ins. (ACE—USA)	D-215056	$	15,362,326		07/01/12
Pacific Employers Ins. (ACE—USA)	D-214987	$	32,873,332		07/01/12
Bureau of Workers Comp. PA	D-296713	$	2,900,000		03/06/12
Reliance Insurance Company	D-238354	$	20,000,000		07/01/12
Reliance Insurance Company	D-227330	$	342,833		07/01/12
National Union Fire Insurance of Pittsburgh	D-232566	$	57,492		12/04/11
Ohio Bureau of Workers Compensation	D-244038	$	160,000		11/20/11
Federal Insurance Company	CPCS-825983	$	690,000		02/22/12
ACE American Insurance Company	D-228308	$	500,000		07/31/12
Pennsylvania Dept of Environmental Protection	TDTS-209784	$	54,765		10/24/12
Skanska Chile, S.A.	CPCS-923979	$	7,883,584		11/01/11
State Bank of India	CPCS-906416	$	178,762		06/30/12
Arkansas Dept. of Environmental Quality	TPTS-645573	$	6,395		07/09/12
Assicuratrice Edile SPA*	TDTS-218451	$	1,294,200		03/15/12
GATX Rail Germany*	TPTS-772298	$	215,700		01/31/12

* Euro denominated L/C, US dollar amount as of September 30, 2011

SCHEDULE 1.01(a)

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EXISTING SUBSIDIARY GUARANTIES

1. Second Amended and Restated Guaranty dated as of April 20, 2005, executed by Transit Mix Concrete & Materials Company.

2. Second Amended and Restated Guaranty dated as of April 20, 2005, executed by Trinity Industries Leasing Company.

3. Second Amended and Restated Guaranty dated as of April 20, 2005, executed by Trinity Marine Products, Inc. .

4. Second Amended and Restated Guaranty dated as of April 20, 2005, executed by Trinity Rail Group, LLC .

5. Second Amended and Restated Guaranty dated as of April 20, 2005, executed by Trinity Tank Car, Inc.

6. Second Amended and Restated Guaranty dated as of April 20, 2005, executed by Trinity Parts and Components, LLC (formerly known as Trinity Rail Components & Repair, Inc.).

7. Second Amended and Restated Guaranty dated as of April 20, 2005, executed by Trinity North American Freight Car, Inc. (formerly known as Thrall Trinity Freight Car, Inc.).

8. Guaranty Agreement dated as of May 21, 2010, executed by Trinity Structural Towers, Inc.

9. Guaranty dated as of May 27, 2011, executed by Trinity Highway Products, LLC

SCHEDULE 1.02

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

CALCULATION OF MLA COST

1. The MLA Cost is an addition to the interest rate to compensate the Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2. On the first day of each Interest Period with respect to any Foreign Currency Borrowing (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender if the provisions of this Schedule 1.02 are applicable to it, in accordance with the paragraphs set out below. The MLA Cost will be calculated by the Administrative Agent and will be expressed as a percentage rate per annum.

3. The Additional Cost Rate for any Lender lending from an office, through which it will perform it obligations under this Agreement (the “Facility Office”), in a member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union, will be the percentage notified by that such Lender to the Administrative Agent. This percentage will be certified by such Lender in its notice to the Administrative Agent to be its reasonable determination of the cost of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4. The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a) in relation to an English Pounds Sterling Borrowings:

AB + C(B-D) + Ex 0.01 100 – (A + C) per cent. per annum

(b) in relation to a Borrowing in any Foreign Currency other than English Pounds Sterling:

Ex 0.01 300 per cent. per annum

Where:

A. is the percentage of eligible liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B. is the percentage rate of interest (excluding the applicable margin and the MLA Cost) payable for the relevant Interest Period on Loan.

C. is the percentage (if any) of eligible liabilities which that Lender is required from time to time to maintain as interest bearing special deposits with the Bank of England.

D. is the percentage rate per annum payable by the Bank of England to JPMorgan’s London office on interest bearing special deposits.

E. is designed to compensate Lenders for amounts payable under the fees rules and is calculated by the Administrative Agent as being the most recent rate of charge supplied by JPMorgan’s London Branch to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule 1.02:

(a) “eligible liabilities” and “special deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “fees rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) “fee tariffs” means the fee tariffs specified in the fees rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the fees rules but taking into account any applicable discount rate); and

(d) “tariff base” has the meaning given to it in, and will be calculated in accordance with, the fees rules.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e., 5 per cent, will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7. If requested by the Administrative Agent, JPMorgan’s London Branch shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent, the rate of charge payable by it to the Financial Services Authority pursuant to the fees rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by JPMorgan’s London office as being the average of the fee tariffs applicable to JPMorgan’s London office for that financial year) and expressed in pounds per £1,000,000 of its tariff base.

8. Each Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes entitled to claim compensation pursuant to this Schedule 1.02:

(a) the jurisdiction of its Facility Office; and

(b) any other information that the Administrative Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Administrative Agent of any change to the information provided by it pursuant to this paragraph.

9. The percentages of each Lender for the purpose of A and C above and the rate of charge of JPMorgan’s London office for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Administrative Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and special deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10. The Administrative Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by a Lender or JPMorgan’s London office pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11. The Administrative Agent shall distribute the additional amounts received as a result of the MLA Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each reference bank pursuant to paragraphs 3, 7 and 8.

12. Any determination by the Administrative Agent pursuant to this Schedule 1.02 in relation to a formula, the MLA Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all the parties.

13. The Administrative Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all the parties any amendments which are required to be made to this Schedule 1.02 in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all the parties.

SCHEDULE 2.01

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

COMMITMENTS

Lender	Revolving Commitments
JPMorgan Chase Bank, N.A.	$	75,000,000
Bank of America, N.A.	$	60,000,000
The Royal Bank of Scotland plc	$	60,000,000
Wells Fargo Bank, National Association	$	60,000,000
Lloyds TSB Bank plc	$	40,000,000
Credit Suisse Cayman Islands Branch	$	30,000,000
Amegy Bank, National Association	$	25,000,000
BOKF, N.A. dba Bank of Texas	$	25,000,000
Branch Banking and Trust Company	$	25,000,000
Fifth Third Bank	$	25,000,000
TOTAL:	$	425,000,000.00

SCHEDULE 3.06

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

DISCLOSED MATTERS

None, except as disclosed in Borrower’s Form 10K and Form 10Q reports to the Securities and Exchange Commission delivered prior to the Effective Date.

SCHEDULE 3.11

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

SUBSIDIARIES

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
Trinity Industries, Inc.	8/4/1986	DE	Public
	4/13/1987	TN
	4/14/1987	AL
	4/13/1987	AR
	4/23/1987	IL
	4/27/1987	OH
	4/27/1987	PA
	10/17/1933	TX
Administradora Especializada, S. de R.L. de C.V.	1/28/2002	MX	Trinity Industries International Holdings AG	50%
			Grupo Tatsa, S.A. de C.V.	50%
AMI Materials, Inc.	3/23/2007	DE	Transit Mix Concrete & Materials Company	100%
	3/26/2007	TX
Armor Aggregates, Inc.	4/9/2007	DE	Transit Mix Concrete & Materials Company	100%
	4/9/2007	TX
Asistencia Profesional Corporativa, S. de R.L. de C.V.	3/25/1999	MX	Grupo Tatsa, S. de R.L. de C.V.	50%
			Trinity Industries de México, S. de R.L. de C.V.	50%
Bell Trucking, LLC	4/4/2008	DE	Trinity Logistics Group, Inc.	100%
CJB Prime Property, LLC	10/30/2009	DE	Trinity Industries, Inc.	100%
	7/29/2010	TX
E-Tech Testing Services, Inc.	7/27/1995	DE	Energy Absorption Systems, Inc.	100%
	8/23/1995	CA
EAS Road Products, Inc.	6/13/2000	DE	Energy Absorption Systems, Inc.	100%
	8/16/2000	UK

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
EAS Road Products (Singapore Branch), Inc.	10/4/2002	DE	Energy Absorption Systems, Inc.	100%
	10/28/2002	Singapore
Energy Absorption Systems, Inc.	3/31/1980	DE	Quixote Transportation Safety, Inc.	100%
	5/1/2001	AL
	11/15/2002	CA
	8/17/2001	IL
Energy Absorption Systems (AL) LLC	6/20/2002	DE	Energy Absorption Systems, Inc.	100%
	10/18/2002	AL
	10/18/2002	TX
Energy Absorption Systems (Europe), Inc.	11/9/1999	DE	Energy Absorption Systems, Inc.	100%
Gambles, Inc.	2/5/1998	AL	Waldorf Properties, Inc.	100%
Grupo Tatsa, S. de R.L. de C.V.	12/23/1981	MX	Servicios Corporativos Tatsa, S. de R. L. de C. V.	99.99%
			Trinity Industries de México, S. de R.L. de C.V.	0.01%
International Industrial Indemnity Company	6/19/1990	VT	Trinity Industries, Inc.	100%
McConway & Torley—Anniston, Inc.	7/22/1997	DE	Waldorf Properties, Inc.	100%
	11/13/1998	AL
McConway & Torley, LLC	12/5/2006	DE	Trinity Parts & Components, LLC	100%
	4/8/2011	MO
	12/26/2006	PA
	2/21/2007	TX
MCM Railyard, LLC	11/13/2006	DE	Trinity Railcar Repair, Inc.	100%
Mosher Steel Company	1/24/1983	TX	Waldorf Properties, Inc.	100%
OFE, S. de R.L. de C.V.	5/13/1955	MX	Grupo Tatsa, S. de R.L. de C.V.	99.99%
			Trinity Industries de México, S. de R.L. de C.V.	0.01%
Platzer Shipyard, Inc.	4/5/1993	DE	Waldorf Properties, Inc.	100%
	11/22/1993	TX
POB Exploration, LLC	4/16/2007	DE	Trinity Materials, Inc.	100%
	5/24/2007	TX

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
QEAS, Inc.	7/14/1969	DE	Trinity Industries, Inc.	100%
	12/30/1969	CA
Quixote (Beijing) Co. Ltd.	3/20/2007	PR China	Quixote International Enterprises, LLC	100.00%
Quixote (Hong Kong) Limited	2/25/2008	HK	Quixote Transportation Safety, Inc.	100.00%
Quixote International Enterprises, LLC	8/28/2006	DE	Quixote Transportation Safety, Inc.	100.00%
Quixote Latin America, Inc.	10/11/2005	DE	QEAS, Inc.	100%
Quixote Transportation Safety Mexico S. de R.L. de C.V.	4/11/2003	MX	Quixote Transportation Safety, Inc.	99.90%
			Quixote Latin America, Inc.	0.10%
Quixote Transportation Safety, Inc.	10/2/1997	DE	QEAS, Inc.	100%
Reunion General Agency, Inc.	12/12/1966	TX	Trinity Industries, Inc.	100%
Servicios Corporativos Tatsa, S. de R.L. de C.V.	3/3/1998	MX	Trinity Industries International Holdings AG	99.99%
			Grupo Tatsa, S. de R.L. de C.V.	0.01%
Standard Forged Products, LLC	7/8/1988	DE	Trinity Parts & Components, LLC	100%
	7/20/1988	PA
	5/7/2003	TX
Standard Forgings Corporation	10/1/1968	DE	Waldorf Properties, Inc.	Common 100%
	4/8/1987	IN	Waldorf Properties, Inc.	Preferred 100%
Thrall International Holdings, LLC	3/23/1995	IL	Trinity Rail Group, LLC	100%
TILX GP I, LLC	5/11/2001	DE	Trinity Rail Management, Inc.	100%
	5/15/2001	TX
TILX GP III, LLC	10/31/2003	DE	Trinity Industries Leasing Company	100%
	11/10/2003	TX
TILX GP IV, LLC	8/10/2004	DE	Trinity Industries Leasing Company	100%
TILX GP V, LLC	5/9/2006	DE	Trinity Industries Leasing Company	100%

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
TILX LP I, LLC	5/11/2001	DE	Trinity Rail Management, Inc.	100%
TILX LP III, LLC	10/31/2003	DE	Trinity Industries Leasing Company	100%
TILX LP IV, LLC	8/10/2004	DE	Trinity Industries Leasing Company	100%
TILX LP V, LLC	5/9/2006	DE	Trinity Industries Leasing Company	100%
Transafe Corporation	3/22/2000	DE	Quixote Transportation Safety, Inc.	100%
Transit Mix Concrete & Materials Company	9/30/1991	DE	Trinity Industries, Inc.	100%
	9/20/2002	AR
	10/30/1991	TX
Transit Mix Concrete & Materials Company of Louisiana	4/20/1994	DE	Transit Mix Concrete & Materials Company	100%
	1/10/1996	LA
Transit Mix Transportation Services, LLC	12/22/2003	DE	Transit Mix Concrete & Materials Company	100%
	2/9/2004	AR
	2/26/2004	LA
	2/5/2004	OK
	2/6/2004	TX
Trinity Argentina S.R.L.	11/16/1999	Argentina	Trinity Industries, Inc.	100%
Trinity Central Maintenance, LLC	12/22/2003	DE	Trinity Logistics Group, Inc.	100%
	8/24/2006	TX
Trinity Composites, LLC	11/3/2010	DE	Trinity Marine Products, Inc.	100%
	11/4/2010	TN
	11/10/2010	TX
Trinity Containers, LLC	7/22/1997	DE	Trinity Industries, Inc.	100%
	12/19/2006	IL
	8/21/2006	NC
	6/25/2010	OK
	8/17/2006	TX
Trinity Corporate Services, LLC	7/21/2008	DE	Trinity Industries, Inc.	100%
	7/23/2008	TX

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
Trinity Equipment Co., Inc.	5/6/1991	DE	Waldorf Properties, Inc.	100%
	5/13/1991	TX
Trinity Equipment Manufacturing Company	7/13/1999	DE	Trinity Industries, Inc.	100%
	9/3/1999	TX
Trinity Financial Services, Inc.	8/21/1996	DE	Trinity Industries, Inc.	100%
Trinity Rail GmbH	7/13/2000	Swiss	Trinity Rail Group, LLC	100%
Trinity Heads, Inc.	10/26/1998	DE	Trinity Industries, Inc.	100%
	8/14/2006	TX
Trinity Highway Leasing, Inc.	4/15/2011	DE	Trinity Highway Products, LLC	100%
	4/26/2011	CT
	4/27/2011	FL
	8/30/2011	GA
	4/22/2011	KY
	4/22/2011	LA
	8/30/2011	MD
	4/26/2011	MS
	5/9/2011	NC
	5/5/2011	OH
	4/27/2011	PA
	5/11/2011	SC
	5/5/2011	TN
	4/21/2011	TX
	5/5/2011	UT
Trinity Highway Products, LLC	7/13/1999	DE	Trinity Industries, Inc.	100%
	12/14/2006	CT
	10/31/2007	KY
	7/17/2007	MS
	8/1/2008	NC
	12/13/2006	OH
	12/15/2006	SC
	12/15/2006	TN
	12/14/2006	TX
	12/15/2006	UT
	9/19/2011	IN

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
Trinity Industries de México, S. de R.L. de C.V.	12/31/1963	MX	Grupo Tatsa, S. de R.L. de C.V.	99.99%
	8/9/2006	TX	OFE, S. de R.L. de C.V.	0.01%
Trinity Industries do Brasil, Ltda.	9/27/1994	Brazil	Trinity Industries International Holdings AG	100%
Trinity Industries International Holdings AG	12/22/1999	Swiss	Trinity Industries, Inc.	100%
Trinity Industries International, Inc.	4/20/1994	DE	Trinity Highway Products, LLC	100%
	2/10/1995	TX
	8/7/2000	Sweden
Trinity Industries Leasing Company	12/23/1987	DE	Trinity Industries, Inc.	100%
	9/16/1991	IL
	4/1/1988	TX
	8/16/1984	AB
Trinity Industries Metals Laboratory, Inc.	10/26/1998	DE	Trinity Industries, Inc.	100%
	12/26/2006	TX
Trinity Industries Railcar Corporation	3/14/1996	DE	Trinity Industries, Inc.	100%
Trinity Logistics Group, Inc.	12/31/1974	TX	Trinity Industries, Inc.	100%
	3/18/1982	AL
	12/26/1991	AR
	9/25/1987	IL
	4/27/1990	NC
	12/30/1988	PA
	4/21/1978	AB
Trinity Marine Leasing, Inc.	5/17/2002	DE	Trinity Marine Products, Inc.	100%
	12/13/2004	TX
Trinity Marine Products, Inc.	3/14/1996	DE	Trinity Industries, Inc.	100%
	7/19/1999	KY
	12/5/1997	LA
	7/19/1999	MO
	7/19/1999	TN
	4/19/2004	TX
Trinity Marks Company	5/15/2001	DE	Trinity Industries Leasing Company (UTI Trustee)	* a Delaware statutory trust that is 100% consolidated for accounting purposes
			Wilmington Trust Company (DE Trustee)

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
Trinity Materials, Inc.	4/5/1993	DE	Transit Mix Concrete & Materials Company	100%
	1/15/2008	AR
	9/21/2006	LA
	1/5/2004	OK
	9/14/1993	TX
Trinity North American Freight Car, Inc.	10/25/2001	DE	Trinity Rail Group, LLC	100%
	6/6/2002	GA
	6/6/2002	TX
	1/11/2005	AB
Trinity Parts & Components, LLC	10/25/2001	DE	Trinity Rail Group, LLC	100%
	7/10/2008	PA
	7/10/2008	TN
	7/15/2008	TX
Trinity Q, Inc.	11/1/1994	DE	Trinity Industries, Inc.	100%
Trinity Rail de México, S. de R.L. de C.V.	12/3/2004	MX	Trinity Rail Group, LLC	99.99%
			Thrall International Holdings LLC	0.01%
Trinity Rail, Inc.	10/31/1985	DE	Trinity Industries Leasing Company	100%
	10/15/1996	TX
Trinity Rail Group, LLC	12/28/2001	DE	Trinity Industries, Inc.	100%
	1/22/2002	IL
Trinity Rail Leasing 2010 LLC	9/14/2010	DE	Trinity Industries Leasing Company	100.0%
			Orlando Figueroa, Special Member
Trinity Rail Leasing I LP	5/14/2001	TX	TILX GP I, LLC	1.0%
			TILX LP I, LLC	99.0%
Trinity Rail Leasing III, LP	10/31/2003	TX	TILX GP III, LLC	1.0%
			TILX LP III, LLC	99.0%
Trinity Rail Leasing IV LP	8/11/2004	TX	TILX GP IV, LLC	1.0%
			TILX LP IV, LLC	99.0%
Trinity Rail Leasing V, LP	5/10/2006	TX	TILX GP V, LLC	1.0%
			TILX LP V, LLC	99.0%

Name	Date Formed		Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
Trinity Rail Leasing VI LLC		4/7/2008	DE	Trinity Industries Leasing Company		100.0	%
		4/22/2008	IL	Orlando Figueroa, Special Member
		4/22/2008	TX
Trinity Rail Leasing VII LLC		10/21/2009	DE	Trinity Industries Leasing Company		100.0%
				Orlando Figueroa, Special Member
Trinity Rail Leasing Warehouse Trust		6/25/2002	DE	Trinity Industries Leasing Company		100.0%
Trinity Rail Management, Inc.		8/2/1990	DE	Trinity Rail, Inc.		100%
		10/15/1996	TX
		10/16/1996	WA
Trinity Rail Sabinas, S. de R.L. de C.V.		1/17/2005	MX	Trinity Rail Group, LLC		99.99%
				Thrall International Holdings LLC		0.01%
Trinity Railcar Repair, Inc.		10/20/1993	DE	Trinity Parts & Components, LLC		100%
		12/5/1995	TX
Trinity Specialty Products, Inc.		10/12/2006	DE	Trinity Industries, Inc.		100%
		10/16/2006	TX
Trinity Structural Towers, Inc.		3/17/2000	DE	Trinity Industries, Inc.		100%
		11/29/2007	IL
		1/7/2009	IA
		2/15/2006	OK
		2/6/2004	TX
Trinity Tank Car, Inc.		10/25/2001	DE	Trinity Rail Group, LLC		100%
		12/18/2006	OK
		6/6/2002	TX
Trinity Traffic and Lighting Structures, LLC		2/26/2010	DE	Trinity Industries, Inc.		100%
		3/11/2010	TX
Trinity Utility Structures, LLC		10/30/2009	DE	Trinity Industries, Inc.		100%
		8/27/2010	TX
TrinityRail Canada Inc.		1/4/2008	BC	Trinity Rail Management, Inc.		100.00%
TRIP Rail Holdings LLC		6/21/2007	DE	Trinity Industries Leasing Company		57.1429%
		6/28/2007	IL	Credit Suisse Management LLC		10.2041%
		6/28/2007	TX	TCG Fund I, LP		16.3265%

Name	Date Formed	Domicile/ Jurisdictions	Stockholder’s Name	Ownership %
			Waterfall Eden Fund, L.P.	8.1633%
			Waterfall Eden Master Fund, Ltd.	8.1633%
TRIP Rail Leasing LLC	6/21/2007	DE	TRIP Rail Holdings LLC	100%
	6/28/2007	IL	Orlando Figueroa, Special Member
	6/28/2007	TX
TRIP Rail Master Funding LLC	6/22/2011	DE	Trinity Industries Leasing Company	100%
	6/24/2011	IL	Orlando Figueroa, Special Member
	6/23/2011	TX
U.S. Galvanizing, LLC	4/29/2011	DE	Trinity Industries, Inc.	100%
	5/3/2011	TX
Vigilant Systems, Inc.	3/14/2011	TX	Trinity Corporate Services, LLC	100%
Waldorf Properties, Inc.	3/14/1996	DE	Trinity Industries, Inc.	100%

UNRESTRICTED SUBSIDIARIES

TRIP Rail Holdings LLC

TRIP Rail Leasing LLC

TRIP Rail Master Funding LLC

Trinity Rail Leasing 2010 LLC

Trinity Rail Leasing I LP

Trinity Rail Leasing III, LP

Trinity Rail Leasing IV LP

Trinity Rail Leasing V, LP

Trinity Rail Leasing VI LLC

Trinity Rail Leasing VII LLC

Trinity Rail Leasing Warehouse Trust

Trinity Marks Company

MATERIAL SUBSIDIARIES

Transit Mix Concrete & Materials Company

Trinity Industries Leasing Company

Trinity Marine Products, Inc.

Trinity Rail Group, LLC

Trinity Tank Car, Inc.

Trinity Parts and Components, LLC (formerly Trinity Rail Components & Repair, Inc.)

Trinity North American Freight Car, Inc. (formerly Thrall Trinity Freight Car, Inc.)

Trinity Structural Towers, Inc

Trinity Highway Products, LLC

SCHEDULE 3.13

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EMPLOYEE MATTERS

COLLECTIVE BARGAINING AGREEMENTS
LOCATION	UNION
Centerville, UT	United Steelworkers (USW)
Girard, OH	United Steelworkers (USW)
Kutztown, PA (McConway & Torley)	Glass, Molders, etc.
Newton, IA	International Brotherhood of Electrical Workers (IBEW)

SCHEDULE 6.01

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EXISTING INDEBTEDNESS

At December 31, 2010, Existing Indebtedness is as disclosed in Item 8, Note 11 as disclosed on the Form 10-K for the Fiscal Year ended December 31, 2010 filed with the Securities and Exchange Commission.

SCHEDULE 6.02

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EXISTING LIENS

1. Liens granted by TILC in all the limited liability membership interest TILC owns that have been issued by TRIP Rail Holdings LLC, a Delaware limited liability company (“Issuer”) to secure the obligations of Issuer under the Indenture with Wilmington Trust Company pursuant to which Issuer issued notes evidencing in the maximum aggregate principal amount of up to $200,000,000.

2. Liens encumbering rail cars securing obligations under Schedules 90001, 90002, 90003, 90006, and 90007 to that certain Rail Equipment Net Leasing Agreement dated February 6, 2009 between Banc of America Leasing & Capital, LLC and Trinity Industries Leasing Company.

SCHEDULE 6.08

TO

TRINITY INDUSTRIES, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EXISTING RESTRICTIONS

None

EX-10.22

Exhibit 10.22

PURCHASE AND CONTRIBUTION AGREEMENT

among

TRINITY RAIL LEASING TRUST II,

TRINITY INDUSTRIES LEASING COMPANY

and

TRINITY RAIL LEASING V L.P.

Dated as of May 24, 2006

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		7
SECTION 3.1 Conditions Precedent to Conveyance		7
SECTION 3.2 Conditions Precedent to All Conveyances		8
ARTICLE IV REPRESENTATIONS AND WARRANTIES		8
SECTION 4.1 Representations and Warranties of TRLT-II Seller—General		8
SECTION 4.2 Representations and Warranties of TILC Seller—General		10
SECTION 4.3 Representations and Warranties of Seller—Assets		12
SECTION 4.4 Representations and Warranties of the Purchaser		14
SECTION 4.5 Indemnification		16
SECTION 4.6 Special Indemnification by TILC regarding Exercise of Setoff by Customers		17
ARTICLE V COVENANTS OF SELLER		18
SECTION 5.1 Protection of Title of the Purchaser		18
SECTION 5.2 Other Liens or Interests		19
ARTICLE VI MISCELLANEOUS		19
SECTION 6.1 Amendment		19
SECTION 6.2 Notices		19
SECTION 6.3 Merger and Integration		20
SECTION 6.4 Severability of Provisions		20
SECTION 6.5 Governing Law		20
SECTION 6.6 Counterparts		20
SECTION 6.7 Binding Effect; Assignability		20
SECTION 6.8 Third Party Beneficiaries		21
SECTION 6.9 Term		21

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EXHIBIT A	FORM OF BILL OF SALE	Exh. A
EXHIBIT B	FORM OF ASSIGNMENT AND ASSUMPTION	Exh. B
EXHIBIT C	DELIVERY SCHEDULE ON THE INITIAL CLOSING DATE	Exh. C

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Execution Copy

PURCHASE AND CONTRIBUTION AGREEMENT

THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of May 24, 2006 (this “Agreement”) by and among Trinity Rail Leasing Trust II, a Delaware statutory trust, (“TRLT-II” or the “TRLT-II Seller”), Trinity Industries Leasing Company, a Delaware corporation (“TILC” or the “TILC Seller”; TRLT-II and TILC are sometimes hereinafter collectively referred to as “Sellers” or individually as a “Seller”) and Trinity Rail Leasing V L.P., a Texas limited partnership (“Purchaser”).

W I T N E S S E T H:

WHEREAS, the Purchaser has agreed to purchase from TRLT-II from time to time, and TRLT-II has agreed to Sell (as hereinafter defined) to the Purchaser from time to time, certain of its Railcars, Leases thereof 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 TRLT-II, pursuant to the TRLT-II Management Agreement (as hereinafter defined), with respect to the Railcars, Leases thereof and Related Assets that TRLT-II may Sell from time to time hereunder (TILC in such capacity, the “TRLT-II Manager”).

WHEREAS, TILC may also wish from time to time, in its individual capacity, to Sell/Contribute (as hereinafter defined) certain of its Railcars, Leases thereof 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. 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 but not defined herein shall have the respective meanings assigned to such terms in the Master Indenture (as defined in Section 1.2 below).

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:

“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.

“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 Sell/Contribute Railcars, Leases and Related Assets hereunder.

“Conveyance” means, collectively, a Sale and/or Sale/Contribution of Railcars, Leases and Related Assets by a Seller to the Purchaser.

“Delivery Date” has the meaning assigned such term in the Master Indenture.

“Delivery Schedule” means a schedule, substantially in the form of the initial schedule delivered on the Initial 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, and shall further identify among such Leases, those that are subject to a purchase option or a renewal or extension option.

“Excluded Amounts” has the meaning set forth in Section 4.5(a).

“Indenture” means the Master Indenture, as supplemented by the Series 2006-1 Supplement thereto and as supplemented by any subsequent Series Supplements thereto that may be entered into from time to time between the Issuer and the Indenture Trustee.

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“Indenture Trustee” means Wilmington Trust Company, as trustee under the Indenture.

“Lease” means a lease, car contract or other agreement granting permission for the use of any Railcar, constituting an operating lease of such Railcar.

“Management Agreement” means that certain Operating, Maintenance, Servicing and Remarketing Agreement dated as of the date hereof between Purchaser and TILC, as manager thereunder, relating to the Railcars, Leases and Related Assets that are Conveyed from time to time hereunder.

“Master Indenture” means that certain Master Indenture dated as of the date hereof between Purchaser and Indenture Trustee, including all schedules, all exhibits and the annex thereto.

“Purchase Price” means, with respect to any Railcars, 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, as set forth in the related Appraisal.

“Purchaser” has the meaning specified in the Preamble.

“Railcars” has the meaning assigned to such term in the Master Indenture.

“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) 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

3

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.

“Sell/Contribute” and “Sale/Contribution” have the meanings specified in Section 2.1(a).

“Series Supplement” has the meaning assigned to such term in the Master Indenture.

“Series Supplement Closing Date” means the date of issuance of a Series of Equipment Notes pursuant to a Series Supplement after the Initial Closing Date.

“STB” means the Surface Transportation Board of the United States Department of Transportation or any successor thereto.

“TRLT-II Manager” means TILC, acting in its capacity as “Manager” for TRLT-II under the TRLT-II Management Agreement.

“TRLT-II Management Agreement” means that certain Operating, Maintenance, Servicing and Remarketing Agreement dated as of the date hereof between TRLT-II and TILC, as manager thereunder, relating to the Railcars, Leases and Related Assets that are Conveyed from time to time hereunder by TRLT-II Seller.

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) TRLT-II 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 TRLT-II Seller in and to certain Railcars and Leases (and Related Assets) held by TRLT-II Seller as identified from time to time on a Delivery Schedule delivered by TRLT-II Seller in accordance with this Agreement, and

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(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 certain Railcars and Leases (and Related Assets) held by TILC Seller as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with this Agreement, 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 (through the Purchaser’s sole general partner and sole limited partner, which are each 100% directly owned by TILC Seller) to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”),

(b) and 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, 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, Leases and Related Assets by TRLT-II Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, 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, 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, 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, Leases and 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, 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 (d) 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, 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

5

Railcars, 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 TRLT-II Seller shall on the Initial Closing Date, and either or both the TRLT-II Seller and/or the TILC Seller shall, as the case may be, on any Series Supplement Closing Date or 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, 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 TRLT-II Seller, by means of the Purchaser’s immediate cash payment in the full amount of the Purchase Price to TRLT-II Seller by wire transfer on the Initial Closing Date (or any later Series Supplement Closing Date or other Delivery Date, as applicable) in respect of which TRLT-II 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 a Series of Equipment Notes on such Delivery Date, or from Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the applicable Deliver 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.

(h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, 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, 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, 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 (as defined in the UCC) representing or evidencing, the Leases being Conveyed on such Delivery Date.

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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 and each Series Enhancer shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority:

(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 30 days prior to the applicable Delivery Date;

(v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, 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 and Leases and Related Assets;

(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 and Leases and Related Assets;

(vii) a confirmation or written advice to similar effect from counsel to the Purchaser, addressed to the Indenture Trustee and each Series Enhancer, reasonably acceptable to the Indenture Trustee and each Series Enhancer that the conveyance constitutes a true sale and that Purchaser would not be consolidated in connection with a bankruptcy of the Seller; and

7

(viii) in the case of a Delivery Date occurring in connection with the Initial Closing Date or a Series Supplement Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the related Series Supplement with respect to the issuance of the related Series of Equipment Notes of the Purchaser or otherwise required for the issuance of such 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) or any Series Enhancer 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, 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 interest in the Conveyed Railcars, 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 TRLT-II Seller—General. TRLT-II Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Series Enhancer, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, Leases and Related Assets Conveyed by it hereunder. Such representations are made as of the Initial Closing Date, as of each other Delivery Date and at such other times specified below.

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(a) TRLT-II 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 TRLT-II 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 TRLT-II Agreements.

(b) The TRLT-II Agreements have been duly authorized by all necessary entity action, executed and delivered by TRLT-II, and (assuming the due authorization, execution and delivery by each other party thereto) constitute the legal, valid and binding obligations of TRLT-II, enforceable against TRLT-II 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 TRLT-II of each TRLT-II Agreement and compliance by TRLT-II 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 TRLT-II or any of its properties, or (ii) the provisions of, or constitute a default by TRLT-II under, its certificate of trust or trust agreement or (iii) any indenture, mortgage, contract or other agreement or instrument to which TRLT-II is a party or by which TRLT-II or any of its properties may be bound or affected.

(d) There are no proceedings pending or, to the knowledge of TRLT-II, threatened against TRLT-II in any court or before any governmental authority or arbitration board or tribunal.

(e) TRLT-II is not (x) in violation of any term of any charter instrument or operating agreement or (y) in violation or breach of on 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 TRLT-II’s ability to perform its obligations under the TRLT-II Agreements or materially adversely affect its financial condition or business. TRLT-II 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 TRLT-II to perform its obligations under the TRLT-II 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 TRLT-II or any governmental authority on the part of TRLT-II is required (x) in connection with the execution and delivery by TRLT-II of the TRLT-II Agreements, or (y) to be obtained in order for TRLT-II 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 TRLT-II has no reason to believe will not be timely obtained.

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(g) The location of TRLT-II (within the meaning of Article 9 of the UCC) is in the State of Delaware. TRLT-II has not been known by any name other than Trinity Rail Leasing Trust II, and is not known by any trade names.

(h) TRLT-II 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, TRLT-II will have an adequate amount of capital to conduct its business in the foreseeable future; and TRLT-II does not intend to incur, nor believe that it has incurred, debts beyond its ability to pay as they mature.

(i) TRLT-II will treat the transactions effected by this Agreement as sales of assets to the Purchaser in accordance with GAAP. TRLT-II’s financial records shall reflect that the Railcars and Leases Conveyed hereunder have been Conveyed to the Purchaser, are no longer owned by TRLT-II and are not intended to be available to the creditors of TRLT-II.

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 Series Enhancer, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, Leases and Related Assets Conveyed by it hereunder. Such representations are made as of the Initial 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.

(b) The TILC Agreements have been duly authorized by all necessary corporate action, 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 upon any property of TILC pursuant to, (i) any law or regulation, or any order,

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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, 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 existing laws, ordinances, governmental rules and regulations to be obtained, given, accomplished or renewed at any time after the Initial 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.

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(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 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 TRLT-II is to Convey assets to the Purchaser, by TILC, in its capacity as TLRT-II Manager, with respect to each representation expressed as a representation of TLRT-II 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 Series Enhancer, 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 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 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 the Seller in, to an 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) the Seller has, and the Assignment and Assumption to 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 the Seller in, to an 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 Master 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.

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(c) All sales, use or transfer taxes, if any, due and payable upon the Conveyance of the Railcars, 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 TRLT-II Manager, in the case of TRLT-II 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 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 Seller is not in default of its obligations as “lessor” (or other comparable capacity) under any Lease, and, to the best of the 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 minimus 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) [Reserved].

(i) All written information provided by the Seller or any Affiliate of the 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 the Seller or any Affiliate of the 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 information referred to in this clause (i) 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).

(j) None of the Leases contain any renewal or extension options except for such options that are described in the Delivery Schedule.

(k) All information provided in the applicable Delivery Schedule, including each schedule thereto, is true and correct on and as of the 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

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Railcar. All other information concerning the Railcars, Leases and Related Assets covered by the applicable Delivery Schedule that was provided to the Issuer, the Indenture Trustee or any Series Enhancer prior to the related Delivery Date was true and correct in all material respects as of the date it was so provided.

(l) 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, Leases and Related Assets to the Purchaser hereunder. Such representations are made as of the Initial 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 partnership under the laws of the State of Texas, 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) to do business as a foreign limited partnership 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.

(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 Transaction Documents 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.

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(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 Transaction Documents to which it is a party and the fulfillment of the terms of this Agreement and the Transaction Documents 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 Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, (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 Transaction Documents, (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, Leases and Related Assets being Conveyed hereunder.

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 6.10 .

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SECTION 4.5 Indemnification.

(a) TILC Seller, or TRLT-II Manager on behalf of TRLT-II Seller, shall defend, indemnify and hold harmless the Purchaser, the Manager, the Indenture Trustee, each Series Enhancer, each Noteholder, each of their respective Affiliates and each of 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 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 payments due to the insolvency, bankruptcy or financial inability to pay of the related Lessee (the “Excluded Amounts”).

(b) TILC Seller, or TRLT-II Manager on behalf of TRLT-II 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 Seller, other than in accordance with this Agreement or the Indenture or other applicable Operative Agreement, in respect of any portion of the Railcars, Leases and Related Assets that are Conveyed hereunder.

(c) TILC Seller, or TRLT-II Manager on behalf of TRLT-II Seller, agrees to pay, and shall defend, indemnify and hold harmless each Indemnified Party from and against, any taxes (other than taxes based upon the income of an Indemnified Party and taxes that would constitute Excluded Amounts) that may at any time be asserted against any Indemnified Party 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 Seller under this Agreement and imposed against such Person. 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 Seller to the Purchaser under this Agreement, on written demand by such party, or upon Seller otherwise being given notice thereof, TILC Seller, or TRLT-II Manager on behalf of TRLT-II Seller, 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).

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(d) TILC Seller, or TILC, as “Manager” under the TRLT-II Management Agreement on behalf of TRLT-II Seller, shall defend, indemnify, and hold harmless each Indemnified Party 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 due to the negligence, willful misfeasance, or bad faith of Seller in the performance of its duties under this Agreement or by reason of reckless disregard of Seller’s obligations and duties under this Agreement.

(e) TILC Seller, or TRLT-II Manager on behalf of TRLT-II Seller, shall indemnify, defend and hold harmless each Indemnified Party 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 Initial 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, each Series Enhancer, 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 30-day period, deposit into the Collections Account an amount, in immediately available funds, equal to the amount of such reduction.

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.

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ARTICLE V

COVENANTS OF SELLER

SECTION 5.1 Protection of Title of the Purchaser.

(a) On or prior to the date hereof, 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, Leases and Related Assets Conveyed by it to the Purchaser as collateral, with the office of the Secretary of State of the State of Texas (in the case of TRLT-II Seller) or Delaware (in the case of TILC Seller) and in such other locations as the Purchaser or the Indenture Trustee shall have required. Without limiting the foregoing, 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, 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, Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. 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, as following such filing in accordance herewith. In the event that Seller fails to perform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at the expense of Seller, and 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 Seller’s or in its own name, as applicable, and on behalf of Seller, as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any assignee thereof.

(b) On or prior to Initial Closing Date and any other applicable Delivery Date hereunder, 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 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, Seller shall 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, Seller shall 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) 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

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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 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 authorize the Purchaser or the Indenture Trustee to file appropriate new financing statements or amendments to all previously filed financing statements and continuation statements.

(d) 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(a) .. Except for the Conveyances hereunder, 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 TRLT-II Manager on behalf of TRLT-II 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 Seller. To the extent that any Railcar or Lease shall at any time secure any debt of the related Lessee to Seller or any of its affiliates, 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 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 TRLT-II Seller at the following address: c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration Re: Trinity Rail Leasing V, Facsimile No.: (302) 636-4140, with a copy to Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217or such other address as shall be designated by TRLT-II Seller in a written notice delivered to the Purchaser, (b) in the case of

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TILC Seller at the following address: Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217, 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 V L.P., 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217, with a copy to Kaye Scholer LLC at the following address: Three First National Plaza, 70 West Madison Street, Suite 4100, Chicago, Illinois 60602, 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 Transaction Documents 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 Transaction Documents. 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 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 Seller, the Purchaser and their respective successors and assigns; provided , however , that Seller 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 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).

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(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 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 all of its rights under this Agreement to the Indenture Trustee for the benefit of the Secured Parties under the Master Indenture, and 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, TRLT-II and TILC (whether as a Seller or as TRLT-II 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 Series Enhancer, each Noteholder and each other Secured Party as express third party beneficiaries, and shall be enforceable by each of the Indenture Trustee (acting at the direction of the Requisite Majority) and each Series Enhancer as if such Person were a party hereto. Each of the Purchaser, TRLT-II and TILC hereby acknowledges and agrees that such representations, warranties, covenants and agreements are (i) relied upon by each Series Enhancer in entering into any Enhancement Agreement to which it is a party and (ii) relied upon by each Noteholder in purchasing any Equipment Notes issued under any Series Supplement.

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.

[continues next page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

TRINITY RAIL LEASING TRUST II
	By:
	Name:	Eric Marchetto
	Title:	Vice President
TRINITY INDUSTRIES LEASING COMPANY
	By:
	Name:	Eric Marchetto
	Title:	Vice President
TRINITY RAIL LEASING V L.P.
By:	TILX GP V, LLC, its General Partner
	By:
	Name:	Eric Marchetto
	Title:	Vice President

[Signature Page to Purchase and Contribution Agreement]

EXHIBIT A

FORM OF BILL OF SALE

[to be attached]

Exh. A-23

23

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION

[to be attached]

Exh. A-24

24

EXHIBIT C

DELIVERY SCHEDULE ON THE INITIAL CLOSING DATE

[to be attached]

Sch. B-1

EX-10.22.1

Exhibit 10.22.1

MASTER INDENTURE

dated as of May 24, 2006

by and between

TRINITY RAIL LEASING V L.P.,

a Texas limited partnership,

as 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
Section 1.01 Definitions	8
Section 1.02 Rules of Construction	8
Section 1.03 Compliance Certificates and Opinions	9
Section 1.04 Acts of Noteholders	10
ARTICLE II
THE NOTES
Section 2.01 Authorization of Equipment Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery	11
Section 2.02 Restrictive Legends	14
Section 2.03 Note Registrar and Paying Agent	16
Section 2.04 Paying Agent to Hold Money in Trust	17
Section 2.05 Method of Payment	17
Section 2.06 Minimum Denomination	18
Section 2.07 Exchange Option	19
Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes	20
Section 2.09 Payments of Transfer Taxes	21
Section 2.10 Book-Entry Registration	21
Section 2.11 Special Transfer Provisions	22
Section 2.12 Temporary Definitive Notes	26
Section 2.13 Statements to Noteholders	27
Section 2.14 CUSIP, CINS AND ISIN Numbers	28
Section 2.15 Debt Treatment of Equipment Notes	29

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	Page
ARTICLE III
ACCOUNTS; PRIORITY OF PAYMENTS
Section 3.01 Establishment of Accounts; Investments	29
Section 3.02 Collections Account	31
Section 3.03 Withdrawal upon an Event of Default	31
Section 3.04 Class A Liquidity Reserve Account	31
Section 3.05 Class B Liquidity Reserve Account	32
Section 3.06 Class B Special Reserve Account; Transition Expense Account	33
Section 3.07 Optional Reinvestment Account	34
Section 3.08 Expense Account	35
Section 3.09 Series/Class Accounts	36
Section 3.10 Redemption/Defeasance Account	36
Section 3.11 Mandatory Replacement Account	37
Section 3.12 Calculations	37
Section 3.13 Payment Date Distributions from the Collections Account	41
Section 3.14 Allocation Rules	49
Section 3.15 Voluntary Redemptions	52
Section 3.16 Procedure for Redemptions	52
Section 3.17 [Reserved]	53
Section 3.18 Adjustments in Targeted Principal Balances	53
ARTICLE IV
DEFAULT AND REMEDIES
Section 4.01 Events of Default	55
Section 4.02 Remedies Upon Event of Default	58
Section 4.03 Limitation on Suits	61
Section 4.04 Waiver of Existing Defaults	61
Section 4.05 Restoration of Rights and Remedies	62
Section 4.06 Remedies Cumulative	62
Section 4.07 Authority of Courts Not Required	62
Section 4.08 Rights of Noteholders to Receive Payment	63
Section 4.09 Indenture Trustee May File Proofs of Claim	63
Section 4.10 Undertaking for Costs	63
Section 4.11 Control by Noteholders	63
Section 4.12 Purchase Rights of the Class B Noteholders	64

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	Page
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 5.01 Representations and Warranties	64
Section 5.02 General Covenants	71
Section 5.03 Portfolio Covenants	77
Section 5.04 Operating Covenants	82
ARTICLE VI
THE INDENTURE TRUSTEE
Section 6.01 Acceptance of Trusts and Duties	92
Section 6.02 Absence of Duties	92
Section 6.03 Representations or Warranties	92
Section 6.04 Reliance; Agents; Advice of Counsel	92
Section 6.05 Not Acting in Individual Capacity	94
Section 6.06 No Compensation from Noteholders	95
Section 6.07 Notice of Defaults	95
Section 6.08 Indenture Trustee May Hold Securities	95
Section 6.09 Corporate Trustee Required; Eligibility	95
Section 6.10 Reports by Issuer	95
Section 6.11 Certain Rights of the Control Party/Requisite Majority	96
ARTICLE VII
SUCCESSOR TRUSTEES
Section 7.01 Resignation and Removal of Indenture Trustee	96
Section 7.02 Appointment of Successor	97
ARTICLE VIII
INDEMNITY
Section 8.01 Indemnity	98
Section 8.02 Noteholders’ Indemnity	99
Section 8.03 Survival	99

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	Page
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without the Consent of the Noteholders	99
Section 9.02 Supplemental Indentures with the Consent of Noteholders	100
Section 9.03 Execution of Series Supplements to Master Indenture	101
Section 9.04 Effect of Series Supplements to Master Indenture	101
Section 9.05 Reference in Equipment Notes to Supplements	101
Section 9.06 Issuance of Additional Series of Equipment Notes	102
ARTICLE X
MODIFICATION AND WAIVER
Section 10.01 Modification and Waiver with Consent of Holders	104
Section 10.02 Modification Without Consent of Holders	105
Section 10.03 Subordination and Priority of Payments	105
Section 10.04 Execution of Amendments by Indenture Trustee	105
ARTICLE XI
SUBORDINATION
Section 11.01 Subordination	106
ARTICLE XII
DISCHARGE OF INDENTURE; DEFEASANCE
Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance	107
Section 12.02 Conditions to Defeasance	108
Section 12.03 Application of Trust Money	109
Section 12.04 Repayment to Issuer	109
Section 12.05 Indemnity for Government Obligations and Corporate Obligations	110
Section 12.06 Reinstatement	110
ARTICLE XIII
MISCELLANEOUS
Section 13.01 Right of Indenture Trustee to Perform	110

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	Page
Section 13.02 Waiver	111
Section 13.03 Severability	111
Section 13.04 Notices	111
Section 13.05 Assignments	113
Section 13.06 Currency Conversion	113
Section 13.07 Application to Court	114
Section 13.08 Governing Law	114
Section 13.09 Jurisdiction	114
Section 13.10 Counterparts	115
Section 13.11 Table of Contents, Headings, Etc	115

Schedule	Description
Schedule 1	Account Information
Exhibit	Description
Exhibit A	Form of Class A Equipment Note
Exhibit B	Form of Class B Equipment Note
Exhibit C-1	Form of Certificate to be Given by Noteholders
Exhibit C-2	Form of Certificate to be Given by Euroclear or Clearstream
Exhibit C-3	Form of Certificate to Depository Regarding Interest
Exhibit C-4	Form of Depositary Certificate Regarding Interest
Exhibit C-5	Form of Transfer Certificate for Exchange or Transfer from
	144A Book-Entry Note to Regulation S Book-Entry Note
Exhibit C-6	Form of Initial Purchaser Exchange Instructions
Exhibit C-7	Form of Certificate to be Given by Transferee of Beneficial
	Interest in a Regulation S Temporary Book-Entry Note
Exhibit D	Form of Investment Letter to be Delivered in Connection with
	Transfers to Non-QIB Accredited Investors
Exhibit E	Railcar Type Concentration Limits
Exhibit F	[Reserved]
Exhibit G-1	Form of Monthly Report
Exhibit G-2	Form of Annual Report
Exhibit H	Form of Full Service Lease
Exhibit I	Form of Net Lease
Exhibit J	[Reserved]

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This MASTER INDENTURE, dated as of May 24, 2006 (as amended, supplemented or otherwise modified from time to time (but excluding any Series Supplement), this “Master Indenture”), by and between TRINITY RAIL LEASING V L.P., a Texas limited partnership, as issuer of the Equipment Notes ( “TRL-V” or “Issuer” ), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as indenture trustee for each Series of Equipment Notes (the “Indenture Trustee”).

WITNESSETH:

WHEREAS, Issuer and the Indenture Trustee are executing and delivering this Master Indenture in order to provide for the issuance, from time to time, by Issuer of Equipment Notes in one or more Series, the Principal Terms of which shall be specified in one or more Series Supplements to this Master Indenture; and

WHEREAS, except as otherwise provided herein, the obligations of Issuer under all Equipment Notes issued pursuant to this Master Indenture and the other Secured Obligations shall be secured on a pari passu basis 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

Issuer hereby pledges, transfers, assigns, and otherwise conveys to the Indenture Trustee for the benefit and security of the Noteholders, the Series Enhancer 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 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 (including, without limitation, all Leases and the Management Agreement), 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) all licenses, manufacturer’s warranties and other warranties, Supporting Obligations, Payment Intangibles, Accounts, Instruments, Chattel Paper, General Intangibles and all other rights and obligations related to any Assigned Agreement, including, without limitation, (i) all rights, powers, privileges, options and other benefits of Issuer to receive moneys and other property due and to become due under or pursuant to the Assigned Agreements, 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 Leases, from the Lessees thereunder), (ii) all rights, powers, privileges, options and other benefits of Issuer to receive proceeds of any casualty insurance, condemnation award, indemnity, warranty or guaranty with respect to the Assigned Agreements, (iii) all claims of Issuer for damages arising out of or for breach of or default under any Assigned Agreement and (iv) the rights, powers, privileges, options and other benefits of Issuer to perform under each Assigned Agreement, to compel performance and otherwise exercise all remedies thereunder and to terminate each Assigned Agreement;

(c) all (i) Railcars conveyed to 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, Payment Intangibles, Chattel Paper, General Intangibles and all other rights and obligations related to such Railcars (or any substitutions or replacements thereof), (iii) all Railroad Mileage Credits allocable to such Railcars and any payments in respect of such credits, (iv) all tort claims or any other claims of any kind or nature related to such Railcars and any payments in respect of such claims, (v) all SUBI Certificates evidencing a SUBI interest in the Trinity Marks related to such Railcars and (vi) all 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 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 Issuer or for its benefit (including, without limitation, all insurance policies maintained by the Manager or the Insurance Manager for the benefit of Issuer) covering all or any portion of the Collateral, and all payments thereon or with respect thereto; and

(f) all Proceeds, accessions, profits, products, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of Issuer described in the preceding clauses (including, without limitation, 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 Master Indenture as collateral security for the payment and performance in full by Issuer of all Outstanding Obligations and for the prompt payment in full by Issuer of the respective amounts due and the prompt performance in full by Issuer of all of its other obligations, in each case, under Issuer Documents (including the Equipment Notes) and the Operative Agreements to which Issuer is a party (collectively, the “Secured Obligations” ), all as provided in this Master Indenture.

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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.

Issuer hereby irrevocably authorizes the Indenture Trustee at any time, and from time to time, to file, without the signature of 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 or any Series Enhancer 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 Issuer is an organization, the type of organization and any organization identification number issued to Issuer. 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. Issuer intends the Security Interests in favor of the Indenture Trustee to be prior to all other Encumbrances in respect of the Collateral, and 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 where the Lessee thereunder is a Canadian resident, 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 Collateral including, without limitation, (a) 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 Collateral and (b) to the extent that the Canada Transportation Act does not apply exclusively to such Lease, making all such filings, registrations and recordings, and taking all such actions as are necessary or advisable to obtain and maintain a perfected purchase-money security interest in the Portfolio Railcars which are the subject matter of such Lease under applicable Canadian provincial or territorial personal property security legislation (or, to the extent that a purchase-money security interest in such Portfolio Railcars has not or cannot be obtained, Issuer shall promptly obtain from each Person who has made a filing, registration or recording against the applicable Lessee under any applicable Canadian provincial or territorial personal property security legislation, which filing, registration or recording perfects or could

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perfect a security interest or other interest in any of such Portfolio Railcars, a release, waiver or subordination (in form and substance satisfactory to the Indenture Trustee and each Series Enhancer) of such Person’s Encumbrance on such Portfolio Railcars). 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 Indenture Trustee by this Master 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 Master 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 with respect to 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 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 Master 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 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 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 Master 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, 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 Issuer or Issuer’s debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or

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seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official of Issuer or any substantial part of its property or if 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 Issuer, or making a general assignment for the benefit of any creditor of Issuer under any bankruptcy, reorganization, 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 Issuer from, any obligation to perform or satisfy any term, covenant, condition or agreement to be performed or satisfied by Issuer under or in connection with this Master 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 Issuer relative thereto or for any breach of any representation or warranty on the part of Issuer contained therein or made in connection therewith unless otherwise expressly provided therein.

Collateral.

(a) Generally. On each applicable Closing Date, all instruments, chattel paper, securities or other documents, including, without limitation, any Leases constituting Chattel Paper Originals 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 acting at the direction of the Requisite Majority. Subject to subsections (c) and (d) under this heading, until the termination of the Security Interest granted hereby, if Issuer shall acquire (by purchase, contribution, substitution, replacement or otherwise) any additional Collateral (or instruments, chattel paper, securities or other documents representing any Collateral) at any time or from time to time after the date hereof, Issuer shall forthwith pledge and deposit such Collateral (or instruments, chattel paper, securities, or other documents representing such Collateral) as security for the Secured Obligations with the Indenture Trustee and deliver to the Indenture Trustee, and the Indenture Trustee shall accept under this Master 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 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 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

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Collateral shall be held as agent of the Secured Parties and is not the property of the Indenture Trustee. The Indenture Trustee will promptly report to each Secured Party and 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.

(c) Limitations on Common Schedules and Riders. On and after the date hereof, 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 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 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 or the Requisite Majority (which request may only be made in connection with the exercise of remedies against such railcar), 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 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 the Leases 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 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 Requisite Majority.

(e) Notifications. The Indenture Trustee at the expense of Issuer shall promptly forward to 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 Issuer or the Manager on and after the Initial 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 Issuer or the Indenture Trustee or any Person on its or their behalf (in each case as required or permitted by the Operative Agreements), the Indenture Trustee upon receipt of written notice from Issuer (with copies thereof delivered to each Series Enhancer (so long as it is a Control Party)) 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,

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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 Issuer), at the expense of Issuer, execute such instruments of release prepared by Issuer, in recordable form, if necessary, in favor of Issuer or any other Person as Issuer may reasonably request, deliver the relevant part of the Collateral in its possession to Issuer, otherwise release the Security Interest constituted by this Master Indenture on such Collateral and release and deliver such Collateral to Issuer and issue confirmation, to the relevant purchaser, transferee, assignee, insurer, and such other Persons as Issuer may direct, upon being requested to do so by Issuer, that the relevant Collateral is no longer subject to the Security Interests. Any such release to 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 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 all Equipment Notes and all amounts owed to any Policy Provider or other Series Enhancer under the Operative Agreements, the Indenture Trustee shall release the Security Interests in the Portfolio. In connection therewith, the Indenture Trustee agrees, at the expense of 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 Issuer as Issuer may reasonably request in respect of the release of such Portfolio from the Security Interests, and to otherwise release the security interests constituted by this Master Indenture in and with respect to such Collateral to Issuer and to issue confirmation to such Persons as Issuer may direct, upon being requested to do so by Issuer, that such Collateral is no longer subject to the Security Interests.

Exercise of Issuer Rights Concerning Management Agreement. Issuer hereby agrees that, whether or not an Event of Default has occurred and is continuing, so long as this Master Indenture has not been terminated and the Security Interests on the Collateral released, the Indenture Trustee at the direction of the Requisite Majority shall have the exclusive right to exercise and enforce all of the rights of 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 Default and/or a Manager Replacement 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, 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 Default thereunder. In furtherance of the foregoing, 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.

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ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

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

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 Master 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 Master 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 Master Indenture to an agreement or other document (including this Master 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 Master Indenture, and the provisions of this Master Indenture apply to successive events and transactions.

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

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(i) References in this Master 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 Master 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.

(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 Issuer to the Indenture Trustee to take any action under any provision of this Master Indenture, 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 Master 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 Master 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 Master 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 Master 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.

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Section 1.04 Acts of Noteholders.

(a) Any direction, consent, waiver or other action provided by this Master Indenture in respect of the Equipment Notes of any Series or Class to be given or taken by Noteholders or any Control Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders or Control Party 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 each Rating Agency where it is hereby expressly required pursuant to this Master Indenture or to 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 Control Party signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose under this Master Indenture and conclusive in favor of the Indenture Trustee or 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 which the Indenture Trustee deems sufficient.

(c) In determining whether the Holders of Equipment Notes or any Control Party shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “ Direction “) under this Master Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes 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, (i) if any such Persons own 100% of the Equipment Notes of all Series then Outstanding and all Enhancement Agreements shall have been terminated, then such Equipment Notes shall not be so disregarded as aforesaid.

(d) Issuer may at its option, by delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes of any Series 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 applicable Series at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether

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Noteholders of the requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series 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 Master Indenture not later than one year after the record date.

(e) Any Direction or other action by the Holder of any Equipment Note or a Control Party 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.

ARTICLE II

THE NOTES

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

(a) The number of Series which may be created by this Master Indenture is not limited; provided, however, that (i) the Initial Equipment Notes shall be designated as “Series 2006-1” and shall consist of one Class, which shall be Class A Notes; (ii) Equipment Notes of any Additional Series shall be designated as consisting of either Class A Notes or Class B Notes or both; and (iii) the issuance of any Series of Equipment Notes shall (A) comply with the provisions of Section 9.06 hereof and (B) not result in, or with the giving of notice or the passage of time or both would not result in, the occurrence of an Early Amortization Event or an Event of Default. The aggregate principal balance of Equipment Notes of each Series that may be issued, authenticated and delivered under this Master Indenture is not limited except as shall be set forth in any Series Supplement and as restricted by the provisions of this Master Indenture.

(b) The Equipment Notes issuable under this Master Indenture shall be issued in such Series as may from time to time be created by Series Supplements pursuant to this Master Indenture and may be issued in such Classes of Class A Notes and/or Class B Notes within a Series as may be authorized by the related Series Supplement for such Series. Each Series shall be created by a separate Series Supplement and shall be given consecutive numbers in chronological order of issuance to differentiate the Equipment Notes of each such Series from the Equipment Notes of any other Series.

(c) Upon satisfaction of and compliance with the requirements and conditions to closing set forth in the related Series Supplement, Equipment Notes of the Series to be executed and delivered on a particular Closing Date pursuant to such related Series Supplement, may be executed by Issuer and delivered to the Indenture Trustee for authentication following the execution and delivery of the related Series Supplement creating such Series or from time to time thereafter, and the Indenture Trustee shall authenticate and deliver Equipment Notes upon Issuer’s request set forth in an Officer’s Certificate of Issuer signed by one of its authorized signatories, without further action on the part of Issuer. Notwithstanding anything to the contrary contained hereunder or in any Series Supplement, any such authentication may be made on separate counterparts and by facsimile.

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(d) There shall be issued and delivered and authenticated on the relevant Closing Date to each of the Noteholders, Equipment Notes in the principal amounts and maturities and bearing the interest rates, in each case in registered form and substantially in the form set forth in the applicable Series Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Master 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 his execution of such Equipment Notes. Definitive Notes of each Series 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 executing such Equipment Notes, as evidenced by his execution of such Equipment Notes.

(i) Each Series of Equipment Notes (or Class thereof) sold in reliance on Rule 144A shall be represented by a single permanent global note in fully registered form, without coupons (each, a “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.

(ii) Each Series of Equipment Notes (or Class thereof) 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. Each Unrestricted Book-Entry Note will be deposited with the Indenture Trustee and registered in the name of Cede as nominee of DTC.

(iii) A beneficial owner of an interest in a Regulation S Temporary Book-Entry Note may receive payments in respect of its Equipment Notes on 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 C-1 to this Master 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 C-2 to this Master 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.

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(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”). 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.

(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.

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

(f) 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 Issuer shall bind 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.

(g) At any time and from time to time after the execution of any Equipment Notes, Issuer may deliver such Equipment Notes to the Indenture Trustee for authentication and, subject to the provisions of clause (h) below, the Indenture Trustee shall authenticate such Equipment Notes by manual or facsimile signature upon receipt by it of an Officer’s Certificate of Issuer certifying that all conditions precedent in connection with the issuance of such Equipment Notes have been satisfied and directing the Indenture Trustee to authenticate such Equipment Notes. The Equipment Notes shall be authenticated on behalf of the Indenture Trustee by any Responsible Officer of the Indenture Trustee.

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

Section 2.02 Restrictive Legends.

Except as specified in Section 2.11(f) hereof, each 144A Book-Entry Note, each Unrestricted Book-Entry Note and each Definitive Note issued in reliance on Section 4(2) of the Securities Act (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 U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS NOTE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE OR THE LAST DATE ON WHICH THIS NOTE WAS HELD BY ISSUER OR ANY AFFILIATE THEREOF IT WILL DO SO ONLY (A) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (2) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS NOTE IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE OR THE LAST DATE ON WHICH THIS NOTE WAS HELD BY ISSUER OR ANY AFFILIATE THEREOF, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS NOTE TO THE TRUSTEE. AS USED HEREIN, THE TERMS “OFF-SHORE TRANSACTION” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

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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 DEFINED IN 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 PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW).

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

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO 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 BOOK ENTRY 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 BOOK ENTRY NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

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 DEFINED IN 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 PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW).

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Each Regulation S Temporary Book-Entry Note shall bear the following legend on the face thereof:

THIS NOTE IS A 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.

Section 2.03 Note Registrar and Paying Agent

(a) With respect to each Series of 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 of such Series 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 Issuer in respect of such Equipment Notes may be served. For so long as any Series of Equipment Notes is listed on any stock exchange, Issuer shall appoint and maintain a Paying Agent and a Note Registrar in the jurisdiction in which such stock exchange is located. Issuer shall cause each Note Registrar to keep a register of each such Series of 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 Issuer and the Holders of such Series. 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.

(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 of each Series. 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.

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(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.

(d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and Issuer. 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), Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. 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 related Series as their names and addresses appear on the Register for such Series and to all Series Enhancers.

(e) 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 Master 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 extent of the Collections available therefor, to the Noteholders of each Series all interest, principal and premium, if any, on the Equipment Notes of such Series; provided , that in the event and to the extent receipt of any payment is not confirmed by the

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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 Legal Final Payment Date with respect to any Series of 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 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 of any Series 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 such Series. 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 of such Series 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 each Series of Equipment Notes shall be made only upon presentation and surrender of the Definitive Notes of such Series 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 such Series to each of the Noteholders of such Series, specifying the date and amount of such final payment.

(c) The beneficial owner of a Regulation S Temporary Book-Entry Note of any Series may arrange to receive interest installments 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 C-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 C-4 hereto. No interest shall be paid to any beneficial owner and no interest 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.

Section 2.06 Minimum Denomination.

Unless otherwise set forth in the Series Supplement for a Series, each Equipment Note shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

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Section 2.07 Exchange Option.

If the holder 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 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 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), 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 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 forms of Exhibits C-5 and C-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.

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Notwithstanding anything to the contrary herein, an Initial 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 Initial Purchaser of instructions to DTC for the exchange, substantially in the form of Exhibit C-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 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, the 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, Issuer shall, 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, issue, 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 of the same Series, 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 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 Issuer, the Indenture Trustee or a Note Registrar (i) such security or indemnity as may be required by them to save Issuer, the Indenture Trustee and such Note Registrar harmless and (ii) evidence satisfactory to 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.

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Section 2.09 Payments of Transfer Taxes.

Upon the transfer of any Equipment Note or Equipment Notes pursuant to Section 2.07 hereof, Issuer or the Indenture Trustee may require from the party requesting such new Equipment Note or Equipment Notes payment of a sum to reimburse 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).

(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 Master Indenture, the Series Supplements and the Book-Entry Notes. Unless (a) DTC notifies Issuer that it is unwilling or unable to continue as depository for a Book-Entry Note, (b) Issuer elects to terminate the book-entry system for the Book-Entry Notes, or (c) an Event of Default has occurred and the Control Party of such Series certifies that continuation of a book-entry system through DTC (or a successor) for such Series is no longer in the best interests of such Noteholders of such Series, 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 Master Indenture, the Series Supplements 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 (in addition to those under the Series Supplements and, 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.

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

None of 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 of such Series, the Indenture Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither Issuer nor the Indenture Trustee shall be liable if the Indenture Trustee or Issuer is unable to locate a qualified successor DTC.

Definitive Notes of any Series will be freely transferable and exchangeable for Definitive Notes of the same Series 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.

(e) Any beneficial interest in one of the Book-Entry Notes as to any Series 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 paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.11, 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 a Unrestricted Book-Entry Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.11, 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 InstitutionalAccredited 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) to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

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(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 D hereto and (B) an Opinion of Counsel acceptable to 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 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 Section 2.10(b) hereof 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 has checked the box provided for on the form of Equipment Note stating, or has otherwise advised 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 signed the certification provided for on the form of Equipment Note stating, or has otherwise advised 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 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.

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(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 C-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 Equipment Note stating, or has otherwise advised 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 signed the certification provided for on the form of Equipment Note stating, or has otherwise advised 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 them is being made in reliance on Rule 144A and acknowledge that they have received such information regarding 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 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 of the 144A Book-Entry Note of the relevant Series, in an amount equal to the principal amount of the Regulation S Temporary Book-Entry Note of such Series to be transferred, and the Indenture Trustee shall decrease the amount of the Regulation S Temporary Book-Entry Note of such Series.

(d) Transfers of Interests in a Unrestricted Book-Entry Note. The Note Registrar shall register any transfer of interests in an Unrestricted Book-Entry Note or Definitive Note issued in exchange for an interest in a 144A Book-Entry Note in accordance with Section 2.10(b) hereof to U.S. Persons or to Non-U.S. Persons without requiring any additional certification.

(e) Transfers to Non-U.S. Persons at any Time. The following provisions shall apply with respect to any transfer of an Equipment Note to a Non-U.S. Person:

(i) 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 C-7 hereto from the proposed transferor.

(ii) On and after the applicable Exchange Date, the Note Registrar shall register any proposed transfer of an Equipment Note to any Non-U.S. Person if the Equipment Note to be transferred is a Definitive Note or an interest in a 144A Book- Entry Note, upon receipt of a certificate substantially in the form of Exhibit C-7 from the proposed transferor.

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(iii) (a) If the proposed transferor is a Direct Participant holding a beneficial interest in an Unrestricted Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by paragraph (ii) and (y) instructions 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 a 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note to be transferred, and (b) if the proposed transferee is a Direct Participant, upon receipt by the Note Registrar of 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 of the Unrestricted Book-Entry Note of the relevant Series in an amount equal to the principal amount of the beneficial interest in such 144A Book-Entry Note or any Definitive Notes issued in exchange for such interest in such 144A Book-Entry Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note, if any, so transferred or decrease the amount of the 144A Book-Entry Note.

(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 defined in 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 ERISA or Section 4975 of the Code (or, in the case of a governmental plan, any substantially similar federal, state or local law).

(g) Private Placement Legend. Upon the transfer, exchange or replacement of Equipment Notes not bearing the Private Placement Legend, the Note Registrar shall deliver Equipment Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Equipment Notes bearing the Private Placement Legend, the Note Registrar shall deliver only Equipment Notes that bear the Private Placement Legend unless either (i) the Private Placement Legend is no longer required under Section 2.02 hereof or, in respect of a Definitive Note, the condition set forth in paragraph (e)(ii) of this Section 2.11 exists or (ii) there is delivered to the Note Registrar an Opinion of Counsel reasonably satisfactory to Issuer and the Indenture Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

(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 Master Indenture and in the Private Placement Legend and agrees that it will transfer such Equipment Note only as provided in this Master 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 Master Indenture. In connection with any transfer of Equipment Notes, each Holder agrees by its acceptance of the Equipment Notes to furnish the Indenture Trustee the certifications and legal

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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 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) Issuer delivers to the Indenture Trustee, prior to the effectiveness of such transfer, an Officer’s Certificate of Issuer pursuant to which 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 Master Indenture to the contrary, no Issuer Group Member shall be entitled to receive any interest on any Equipment Notes held by it.

(j) Restrictions Not Applicable to Certain Series Enhancer Transfers. Notwithstanding the foregoing, the restrictions set forth in clause (f) and the last sentence of clause (h) hereof and any transfer restrictions designed generally to apply to voluntary transfers of Equipment Notes or beneficial interests therein, shall not apply to any transfer of an Equipment Note or interest therein by any Noteholder to any Policy Provider with respect to the applicable Series or Class of Notes in connection with any payment made by the Policy Provider in respect of such Equipment Notes, whether deemed to occur automatically by subrogation or by acceptance of the benefits of the Policy by the applicable Noteholder, or otherwise.

Section 2.12 Temporary Definitive Notes.

Pending the preparation of Definitive Notes of any Series, Issuer may execute and the Indenture Trustee may authenticate and deliver temporary Definitive Notes of such Series 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 or in any indenture supplemental hereto, except for such appropriate insertions, omissions, substitutions and other variations relating to their temporary nature as the Authorized Representative of Issuer executing such temporary Definitive Notes may determine, as evidenced by his execution of such temporary Definitive Notes.

If temporary Definitive Notes of any Series are issued, Issuer will cause Definitive Notes of such Series to be prepared without unreasonable delay. After the preparation of Definitive Notes of such Series, 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, Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor Definitive Notes of like Series, 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 Master Indenture as Definitive Notes.

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Section 2.13 Statements to Noteholders.

(a) With respect to each Collection Period, 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 each Series Enhancer, 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 Agencies, and to each Holder of record with respect to such Payment Date, a report, substantially in the form attached as Exhibit G-1 hereto prepared by the Administrator or Manager and setting forth the information described therein (each, a “Monthly Report”). Issuer shall cause the Administrator or Manager to deliver to the Indenture Trustee and each Series Enhancer 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 G-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 any Series of Equipment Notes is 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 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 G-1 hereto with respect to the Series of Equipment Notes for such calendar year or, in the event such Person was a Noteholder of record of any Series 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 the DTC 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) If required by the related Series Supplement for any Series, the Trustee shall distribute a copy of the Payment Date Schedule delivered by the Administrator pursuant to Section 3.12(e) to the Holders of the Equipment Notes of such Series promptly after receiving such Payment Date Schedule.

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(d) At such time, if any, as the Equipment Notes of any Series 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 of such Series for the relevant period of beneficial ownership of such Definitive Note as appears on the records of the Indenture Trustee.

(e) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Equipment Notes and prior to a 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 of any Series are registered with the DTC, Euroclear and/or Clearstream, delivery of the relevant notice to the DTC, Euroclear and/or Clearstream for communication by them to Noteholders of such Series. Notwithstanding the above, any notice to the Noteholders of any Series specifying any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to the DTC, Euroclear and/or Clearstream for communication by them to such Noteholders, without the need for publication in the in an English language newspaper described in clause (i) of the preceding sentence. If any Series of Equipment Notes is listed on a stock exchange, notice specifying a redemption of principal 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 any class of Equipment Notes is 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.

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

Section 2.14 CUSIP, CINS AND ISIN Numbers.

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

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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 by their purchase thereof shall be deemed to have agreed, to treat the Equipment Notes as debt for U.S. federal income tax purposes.

ARTICLE III

ACCOUNTS; PRIORITY OF PAYMENTS

Section 3.01 Establishment of Accounts; Investments.

(a) Accounts. The Administrator, on behalf and at the direction of Issuer, will establish with the Indenture Trustee on or before the Initial 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) one account for each Class of Equipment Notes to be issued on the Initial Closing Date (each, a “Series Account” with respect to such Series of which the Class is a part, and individually, a “Class Account” ), (vi) a Class A liquidity reserve account (the “Class A Liquidity Reserve Account”), (vii) a Class B liquidity reserve account (the “Class B Liquidity Reserve Account”), (viii) a Class B special reserve account (the “Class B Special Reserve Account”) and (ix) a Transition Expense Account (the “Transition Expense Account”). From time to time thereafter, including on any other Closing Date, the Administrator, on behalf and at the direction of Issuer, will establish with the Indenture Trustee such other Indenture Accounts as may be authorized or required by this Master Indenture and the other Operative Agreements.

(b) All Indenture Accounts shall be in the names and 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 Master 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 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 or transfers from the Indenture Accounts), and 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.

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(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 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 Master 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 Master 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; 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.

(f) Control. Each of Issuer and the Indenture Trustee hereby agrees and acknowledges that the Indenture Trustee, for the benefit of the Secured Parties, shall have “control” over each Indenture Account under and for purposes of Section 9-104(a)(1) of the UCC as in effect from time to time in New York.

(g) Investment Disclosure. Issuer, Administrator and Noteholders 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. Issuer, Administrator 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.

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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.

(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 Class A Liquidity Reserve Account in accordance with Section 3.04, the Class B Liquidity Reserve Account in accordance with Section 3.05, the Class B Special Reserve Account in accordance with Section 3.06, the Optional Reinvestment Account in accordance with Section 3.07 and the Mandatory Replacement Account in accordance with Section 3.11.

(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 Issuer elects to reinvest all or a portion of such Net Disposition Proceeds in a Replacement Exchange in accordance with Section 3.11 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 3.13.

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 Class B Liquidity Reserve Account and the Class B Special Reserve Account) (in each case in the amounts, and from the accounts, as directed by the Requisite Majority) 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 Class A Liquidity Reserve Account.

(a) On the Initial Closing Date, Issuer shall deposit (or cause to be deposited) in the Class A Liquidity Reserve Account, cash in an amount equal to the Class A Liquidity Reserve Target Amount as of the Initial Closing Date out of the Net Proceeds of the Series 2006-1 Notes received on the Initial Closing Date and/or from funds contributed to Issuer as equity on or prior to such date. On each other Closing Date, Issuer shall deposit (or cause to be deposited) in the Class A Liquidity Reserve Account, cash in an amount equal to the Class A Liquidity Reserve Target Amount as of any such Closing Date, out of the Net Proceeds of such Additional Notes and/or from funds contributed to Issuer as equity on or prior to such date, as applicable.

(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 Class A Liquidity Reserve Account is less than the Class A Liquidity Reserve Target Amount as of such Payment Date, the

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Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, deposit funds into the Class A Liquidity Reserve Account in order to restore the Balance therein to the Class A 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) On each Payment Date on which there is a Stated Interest Shortfall in respect of one or more Class A Notes, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, withdraw from the Class A Liquidity Reserve Account and deposit in the applicable Class Accounts for the Class A Notes an amount equal to the lesser of (i) the aggregate amount of the Stated Interest Shortfalls for all Class A Notes and (ii) the Balance in the Class A Liquidity Reserve Account, provided that if the Balance in the Class A Liquidity Reserve Account on a Determination Date is less than the aggregate amount described in clause (i) for the related Payment Date, then the Balance in the Class A Liquidity Reserve Account will be allocated among the various affected Class A Notes within Series in proportion to the Stated Interest Shortfalls. The excess of the Stated Interest Shortfall over the Balance so allocated to each Series shall be the “Net Stated Interest Shortfall” for such Series and shall be added to the Stated Interest Amount of Class A Notes within such Series 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 3.12(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Class A 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 Class A Liquidity Reserve Target Amount (determined after giving effect to any payments of principal on Class A Notes to be made on such Payment Date).

(e) If an Event of Default shall have occurred, or on the last Final Maturity Date for any Class A Notes, then the Balance in the Class A Liquidity Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be deposited into the applicable Class Accounts for the Class A Notes, allocated among such Class Accounts in proportion to the Outstanding Principal Balances of such Class A Notes within Series.

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

Section 3.05 Class B Liquidity Reserve Account.

(a) On each Series Issuance Date on which Class B Notes are issued, Issuer shall deposit (or cause to be deposited) in the Class B Liquidity Reserve Account, cash in an amount equal to the Class B Liquidity Reserve Target Amount as of such Series Issuance Date, out of the Net Proceeds of Additional Notes and/or from funds contributed to Issuer as equity on or prior to such date, as applicable.

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(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 Class B Liquidity Reserve Account is less than the Class B Liquidity Reserve Target Amount as of such Payment Date, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, deposit funds into the Class B Liquidity Reserve Account in order to restore the Balance therein to the Class B 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) On each Payment Date on which there is a Stated Interest Shortfall in respect of one or more Class B Notes, and subject to Section 3.06(d), the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.12(e) hereof, withdraw from the Class B Liquidity Reserve Account and deposit in the Class Accounts for the Class B Notes an amount equal to the lesser of (i) the aggregate amount of the Stated Interest Shortfalls for all Class B Notes and (ii) the Balance in the Class B Liquidity Reserve Account, provided that if the Balance in the Class B Liquidity Reserve Account on a Determination Date is less than the aggregate amount of such Stated Interest Shortfalls for the related Payment Date, then the Balance in the Class B Liquidity Reserve Account will be allocated among the various affected Class B Notes within Series in proportion to the Stated Interest Shortfalls for such Series. The excess of the Stated Interest Shortfall over the Balance so allocated to each Series shall be the “Net Stated Interest Shortfall” for such Series and shall be added to the Stated Interest Amount of Class B Notes within such Series 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 3.12(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Class B Liquidity Reserve Account (after giving effect to any withdrawals therefrom to be made on such Payment Date pursuant to Section 3.05(c)) over (B) the Class B Liquidity Reserve Target Amount (determined after giving effect to any payments of principal on Class B Notes to be made on such Payment Date).

(e) If an Event of Default shall have occurred, or on the last Final Maturity Date for any Class B Notes, then the Balance in the Class B Liquidity Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.05(c)) shall be deposited into the applicable Class Accounts for the Class B Notes, allocated among such Class Accounts in proportion to the Outstanding Principal Balances of such Class B Notes within Series.

(f) Issuer may attempt to procure a reduction in the amount of the Class B Liquidity Reserve Target Amount from time to time, subject to obtaining a Rating Agency Confirmation, following receipt of which the Class B Liquidity Reserve Target Amount shall be the amount as so reduced.

Section 3.06 Class B Special Reserve Account; Transition Expense Account.

(a) In the event Class B Notes are issued and outstanding, the Class B Special Reserve Account will have a required Balance equal to the Class B Special Reserve Required Balance.

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(b) The funding of the Class B Special Reserve Account will occur, if ever, only through allocations of Available Collections Amount on each Payment Date pursuant to the first Flow of Funds following the commencement and during the continuance of a Class B Diversion Period, in amounts up to but not exceeding the Class B Special Reserve Required Balance as of the relevant Payment Date.

(c) Notwithstanding the foregoing, if a Class B Diversion Period shall have commenced and be continuing, but the Class B Diversion Interruption Condition is satisfied as of any particular Payment Date, then notwithstanding the continuance of such Class B Diversion Period there will be no required allocation of Available Collections Amount under the Flow of Funds on such Payment Date to the funding of the Class B Special Reserve Account.

(d) Upon the occurrence and during the continuance of an Early Amortization Event or Event of Default, and notwithstanding any other provisions within the Flow of Funds, the Class B Special Reserve Account will, until exhausted, be the sole source of funds used to fund the payment of interest on the Class B Notes and reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer with respect to interest on the Class B Notes (with such funds to be withdrawn and deposited for such purposes into the applicable Class Accounts in proportion to the Outstanding Principal Balances of such Class B Notes within Series), prior to the use of any Available Collections Amount for such purpose under the Flow of Funds.

(e) In the event that a Class B Diversion Period shall no longer exist, and so long as a new Class B Diversion Period shall not have commenced, on each succeeding Payment Date following the end of the Class B Diversion Period an amount equal to one-sixth of the amount on deposit in the Class B Special Reserve Account will be released and become part of the Available Collections Amount to be allocated under the Flow of Funds on such Payment Date, until such releases (provided that they are not interrupted by the commencement of a new Class B Diversion Period) have exhausted all funds in the Class B Special Reserve Account.

(f) Amounts on deposit in the Transition Expense Account, if any, shall be applied by the Indenture Trustee to pay the reasonable costs and expenses (excluding any overhead expenses) incurred by any Secured Party or Successor Manager in connection with the engagement of a Successor Manager pursuant to the Management Agreement (which costs and expenses shall be certified to the Indenture Trustee by an Authorized Representative of each Person seeking reimbursement thereof). On any Payment Date in which amounts on deposit in the Transition Expense Account exceed the Required Transition Expense Amount, the Indenture Trustee shall withdraw the amount of such excess and deposit it into the Collections Account for application pursuant to the Flow of Funds.

Section 3.07 Optional Reinvestment Account.

(a) 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

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deposited in the Collections Account, in 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) Issuer may elect to apply the Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.07(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition or disburses all or a portion of the Purchase Price of a Optional Modification or Required Modification to a Supplier, 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. All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.11(a) or otherwise, except for distribution in accordance with the Flow of Funds.

Section 3.08 Expense Account.

(a) On each 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 Initial Equipment Notes on the Initial Closing Date and the Additional Notes on any other 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 such Closing Date or the proceeds of a capital contribution to Issuer.

(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 any Operating Expenses 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 any Operating Expenses which the Administrator certifies in such writing an Operating Expense then due and payable.

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(d) On the last Final Maturity Date for all Series of Equipment Notes, 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 3.09 Series/Class Accounts.

(a) Upon the issuance of Equipment Notes of any Series for which a Series Account was not previously established, the Administrator shall cause to be established and maintained a Series Account for such Series of Equipment Notes (which may consist of individual Class Accounts for each Class of Equipment Notes within such Series).

(b) On each Payment Date, amounts will be deposited into each applicable Series Account in accordance with Section 3.04, Section 3.05, Section 3.06, Section 3.10 and Section 3.13 hereof.

(c) All amounts transferred to a Series Account for any Series of Equipment Notes in accordance with Section 3.04, Section 3.05, Section 3.10 and Section 3.13 hereof shall be applied to the payment of such Series of Equipment Notes (or Class thereof) or amounts payable to a Series Enhancer, as applicable, in accordance with the terms of this Master Indenture and the related Series Supplement.

Section 3.10 Redemption/Defeasance Account.

(a) Upon the sending of a Redemption Notice in respect of any Series of Equipment Notes or Class thereof, or an election by Issuer to effect a legal defeasance or covenant defeasance of any Series of Equipment Notes or Class thereof 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 such Series or Class.

(b) Amounts shall be deposited into any Redemption/Defeasance Account in accordance with Sections 3.15 and 3.16 hereof.

(c) On each Redemption Date, the Administrator, on behalf of the Indenture Trustee, shall transfer a portion of the proceeds of any Redemption of any Series of Equipment Notes equal to the Redemption Price of such Series of Equipment Notes from the Redemption/Defeasance Account, established in respect of such Redemption to the Series Account for such Series of Equipment Notes in each case in accordance with Sections 3.15 and 3.16 hereof and transfer the balance of such proceeds to the Expense Account.

(d) On each Payment Date, in respect of any Series of Equipment Notes that is 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.

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Section 3.11 Mandatory Replacement Account.

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

(b) 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 Disposition Proceeds constituting such funds. 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 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.

(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 3.11(a) or otherwise, except for distribution in accordance with the Flow of Funds.

Section 3.12 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, Issuer shall cause the Administrator, based on information known to it or Relevant Information provided to it, 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;

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(iv) [Reserved];

(v) [Reserved];

(vi) 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 3.12(e); and

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

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 3.12.

(b) Calculation of Interest Amounts, Enhancement Premium, etc. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, 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 Class A Notes within each Series;

(ii) the Stated Interest Amount for the Class B Notes within each Series;

(iii) the Additional Interest Amount, if any, for each Series of Equipment Notes or Class thereof; and

(iv) the applicable Enhancement Premium, Enhancement Premium Step-Up Amount, and Enhancement Prepayment Premium payable on and as of such Payment Date.

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

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

(ii) [Reserved];

(iii) the amounts of the principal payments, if any, to be made in respect of each Series of Equipment Notes on such Payment Date, including:

(A) the Minimum Principal Payment Amounts for all Class A Notes for such Payment Date and the amounts of any

unpaid Minimum Principal Payment Amounts for the Class A Notes for prior Payment Dates;

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(B) the Scheduled Principal Payment Amounts for all Class A Notes and the amounts of any unpaid Scheduled Principal Payment Amounts for the Class A Notes for prior Payment Dates;

(C) the Minimum Principal Payment Amounts for all Class B Notes for such Payment Date and the amounts of any unpaid Minimum Principal Payment Amounts for the Class B Notes for prior Payment Dates;

(D) the Scheduled Principal Payment Amounts for all Class B Notes and the amounts of any unpaid Scheduled Principal Payment Amounts for the Class B Notes for prior Payment Dates; and

(E) if the Available Collections Amount is not sufficient to make payments in full of the foregoing principal payments, the principal payments to be made on each Class of Equipment Notes within Series in accordance with the Series Allocation Rules; and

(iv) the amounts, if any, distributable to 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, 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 aggregate of the Stated Interest Amounts due in respect of the Class A 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, allocated to each such Class within Series (a “Stated Interest Shortfall” in respect of such Series or Class thereof);

(ii) the amount, if any, by which the aggregate of the Stated Interest Amounts due in respect of the Class B 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, allocated to each such Class within Series (again, a “Stated Interest Shortfall” in respect of such Series or Class thereof);

(iii) if the aggregate amount of the related Stated Interest Shortfalls exceeds the Balance in the Class A Liquidity Reserve Account, the Net Stated Interest Shortfall in respect of the Class A Notes within Series;

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(iv) if the aggregate amount of the related Stated Interest Shortfalls exceeds the Balance in the Class B Liquidity Reserve Account, the Net Stated Interest Shortfall in respect of the Class B Notes within Series;

(v) the amount, if any, of the Minimum Principal Payment Amount payable on each Series of Class A Notes that is not paid on such Payment Date out of the Available Collections Amount for such Payment Date;

(vi) the amount, if any, of the Scheduled Principal Payment Amount payable on each Series of Class A Notes that is not paid on such Payment Date out of the Available Collections Amount for such Payment Date;

(vii) the amount, if any, of the Minimum Principal Payment Amount payable on each Series of Class B Notes that is not paid on such Payment Date out of the Available Collections Amount for such Payment Date;

(viii) the amount, if any, of the Scheduled Principal Payment Amount payable on each Series of the Class B Notes that is not paid on such Payment Date out of the Available Collections Amount for such Payment Date; and

(ix) if such Payment Date is the Final Maturity Date for any Series of Equipment Notes or Class thereof, the amount, if any, by which the Outstanding Principal Balance of such Series of Equipment Notes or Class thereof exceeds the 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, 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 pursuant to the Flow of Funds, setting forth separately, in the case of payments in respect of each Series of Equipment Notes, the amount to be applied on such Payment Date to pay all interest, principal and premium, if any, on such Series of Equipment Notes or Class thereof, all in accordance with Section 3.13. 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. 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, five Business Days prior to each Payment Date.

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Section 3.13 Payment Date Distributions from the Collections Account.

(a) Regular Distributions. On each Payment Date, so long as no Event of Default or Early Amortization Event 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 Railroad Mileage Credit reimbursements:

(1) to the payment 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) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period);

(4) pro rata, to the payment of (i) Class A Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class A Notes;

(5) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes;

(6) a deposit to the Class A Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class A Liquidity Reserve Target Amount and (ii) the balance in the Class A Liquidity Reserve Account;

(7) to the Class Accounts for the Class A Notes, their Minimum Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules;

(8) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period);

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(9) pro rata, to the payment of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes;

(10) to the Transition Expense Account, an amount sufficient to cause the amount on deposit therein to equal the Required Transition Expense Amount;

(11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes;

(12) a deposit to the Class B Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class B Liquidity Reserve Target Amount and (ii) the balance in the Class B Liquidity Reserve Account;

(13) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes);

(14) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules;

(15) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules;

(16) a deposit to the Class B Special Reserve Account equal to the positive difference (if any) between (i) the Class B Special Reserve Required Balance in effect for such Payment Date (which may be zero) and (ii) the balance in the Class B Special Reserve Account, provided that no such deposit that otherwise would be required, need be made in the event that the Class B Diversion Interruption Condition is satisfied as of such Payment Date;

(17) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes);

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(18) to the Class Accounts for the Class B Notes, their Scheduled Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules;

(19) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(20) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes;

(21) to the payment of Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(22) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes;

(23) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(24) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(25) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes;

(26) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof;

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

(28) to pay any other amounts specified as applicable to this level of the Flow of Funds, as set forth in a related Series Supplement;

(29) with respect to each Series of Class A Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class A Notes, to the Class Accounts for such Series of Class A Notes, an amount equal to the then Outstanding Principal Balance of such Class A Notes allocated pro rata across all Series;

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(30) with respect to each Series of Class B Notes on each Payment Date on and after the fifteenth anniversary of the applicable Closing Date for such Series of Class B Notes, to the Class Accounts for such Series of Class B Notes, an amount equal to the then Outstanding Principal Balance of such Class B Notes allocated pro rata across all Series; and

(31) to Issuer, all remaining amounts, which may be distributed to the Beneficial Owner.

(b) Early Amortization Event Distributions. On each Payment Date, if an Early Amortization Event has occurred and is then continuing (but 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 or priority, in each case after the payment of any Railroad Mileage Credit reimbursements:

(1) to the payment 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) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes (with the amount of such expense payments funded at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period);

(4) pro rata, to the payment of (i) Class A Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class A Notes;

(5) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class A Notes;

(6) a deposit to the Class A Liquidity Reserve Account equal to the positive difference (if any) between (i) the Class A Liquidity Reserve Target Amount and (ii) the balance in the Class A Liquidity Reserve Account;

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(7) to the Class Accounts for the Class A Notes, their Minimum Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules;

(8) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period);

(9) subject to Section 3.06(d), pro rata, to the payment of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class B Notes;

(10) to the Class Accounts for the Class A Notes, their Scheduled Principal Payment Amounts, allocated among the Class A Notes in accordance with the Series Allocation Rules;

(11) pro rata, to the payment of applicable Enhancement Prepayment Premium owing to any Series Enhancer in respect of Class B Notes;

(12) to the Class Accounts for the Class A Notes of each Series Outstanding, an amount equal to the Outstanding Principal Balance of all Class A Notes, allocated pro rata across all Series;

(13) to the payment of Series Enhancer Expenses owing by Issuer to a Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(14) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes);

(15) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes;

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(16) to the Transition Expense Account, an amount sufficient to cause the amount on deposit therein to equal the Required Transition Expense Amount;

(17) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules;

(18) to the payment of Series Enhancer Expenses owing by Issuer to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(19) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes);

(20) to the Class Accounts for the Class B Notes of each Series outstanding, an amount equal to the then Outstanding Principal Balance of all Class B Notes, allocated pro rata across all Series;

(21) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(22) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(23) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes;

(24) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes;

(25) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof;

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

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(27) to pay any other amounts specified as applicable to this level of the Flow of Funds, as set forth in a related Series Supplement; and

(28) to Issuer, all remaining amounts, which may be distributed to the Beneficial Owner.

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

(1) to the payment 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) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class A Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class A Notes (at the related Class A Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class A Notes;

(4) pro rata, to the payment of (i) Class A Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by any Series Enhancer for Class A Notes;

(5) to the Class Accounts for the Class A Notes of each Series outstanding, an amount equal to the then Outstanding Principal Balance of all Class A Notes, allocated pro rata across all Series;

(6) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class A Notes);

(7) pro rata, to the payment of (i) applicable Enhancement Premium owing to any Series Enhancer in respect of Class B Notes, (ii) interest on unreimbursed drawings owing to a Series Enhancer in respect of Class B Notes (at the related Class B Interest Rate), and (iii) Series Enhancer Expenses owing to a Series Enhancer in respect of Class B Notes (with the amount of such expense payments payable at this level of the Flow of Funds not to exceed $1,000,000 in any 12-month period);

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(8) subject to Section 3.06(d), pro rata, to the payment of (i) Class B Interest, and (ii) reimbursement of any amounts due in respect of interest payments paid by an Series Enhancer for Class B Notes;

(9) to the Class Accounts for the Class B Notes, their Minimum Principal Payment Amounts, allocated among the Class B Notes in accordance with the Series Allocation Rules;

(10) to the payment of any redemption or early prepayment premium owing to the holders of the Class A Notes;

(11) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes (with the amount of such payments funded at this level of the Flow of Funds not to exceed the amount of such premium that would be payable if the applicable premium rate was equal to 0.07% per annum on the Outstanding Principal Balance of each such applicable Series of Class B Notes);

(12) to the Class Accounts for the Class B Notes of each Series outstanding, an amount equal to the Outstanding Principal Balance of all Class B Notes allocated pro rata across all Series;

(13) to the payment of Series Enhancer Expenses owing by Issuer to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(14) to the payment of any redemption or early prepayment premium owing to the holders of the Class B Notes;

(15) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class A Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(16) to the payment of applicable Enhancement Step Up Premium Amount, if any, owing to any Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(17) to Additional Interest Amounts, if any, payable in respect of (i) first, the Class A Notes, and then (ii) second, the Class B Notes;

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(18) to the payment of Series Enhancer Expenses owing by Issuer to a Series Enhancer in respect of Class B Notes to the extent not paid with distributions at a higher level in the Flow of Funds;

(19) to the payment of Issuer indemnities payable to holders of Equipment Notes or initial purchasers or placement agents in respect thereof;

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

(21) to pay any other amounts specified as applicable to this level of the Flow of Funds, as set forth in a related Series Supplement; and

(22) to Issuer, all remaining amounts, which may be distributed to the Beneficial Owner.

(d) Redemption.

On any Payment Date on which any Series of Equipment Notes or Class thereof is to be the subject of a Redemption, the Administrator, on behalf of the Indenture Trustee, shall distribute the amounts in the applicable Redemption/Defeasance Account to the Holders of such Series of Equipment Notes as provided in the relevant Redemption Notice.

(e) Payments by Wire Transfer.

All payments to be made pursuant to this Section 3.13 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 3.14 Allocation Rules.

(a) Minimum and Scheduled Principal Payments.

(i) If on any Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, the Available Collections Amount is not sufficient to pay in full the Minimum Principal Payment Amounts payable in respect of all Class A Notes for such Payment Date, the Available Collections Amount will be applied to pay the Minimum Principal Payment Amounts to the various Series of Class A Notes in chronological order of priority (after payment in full of all Minimum Principal Payment Amounts calculated for all prior Payment Dates, as described in clause (iv) below)) based on the respective Issuance Dates of such Series of Class A Notes. If two or more Series of the Class A Notes have the same Issuance Date, then the Minimum Principal Payment Amounts for such Series will be allocated among such Series on a pro rata basis, based on such Minimum Principal Payment Amounts.

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(ii) If on any Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, the Available Collections Amount is not sufficient to pay in full the Scheduled Principal Payment Amounts payable in respect of all Class A Notes for such Payment Date, the Available Collections Amount will be applied to pay the Scheduled Principal Payment Amounts to the various Series of Class A Notes in chronological order of priority (after payment in full of all Scheduled Principal Payment Amounts calculated for all prior Payment Dates, as described in clause (v) of this Section 3.14(a)) based on the respective Issuance Dates of such Series of Class A Notes. If two or more Series of the Class A Notes have the same Issuance Date, then the Scheduled Principal Payment Amounts for such Series will be allocated among such Series on a pro rata basis, based on such Scheduled Principal Payment Amounts.

(iii) (A) If on any Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, the Available Collections Amount is not sufficient to pay in full the Minimum Principal Payment Amounts payable in respect of all Class B Notes for such Payment Date, the Available Collections Amount will be applied to pay the Minimum Principal Payment Amounts to the various Series of Class B Notes in chronological order of priority (after payment in full of all Minimum Principal Payment Amounts calculated for all prior Payment Dates, as described in clause (vi) below)) based on the respective Issuance Dates of such Series of Class B Notes. If two or more Series of the Class B Notes have the same Issuance Date, then the Minimum Principal Payment Amounts for such Series will be allocated among such Series on a pro rata basis, based on such Minimum Principal Payment Amounts; and

(B) If on any Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, the Available Collections Amount is not sufficient to pay in full the Scheduled Principal Payment Amounts payable in respect of all Class B Notes for such Payment Date, the Available Collections Amount will be applied to pay the Scheduled Principal Payment Amounts to the various Series of Class B Notes in chronological order of priority (after payment in full of all Scheduled Principal Payment Amounts calculated for all prior Payment Dates, as described in clause (vii) below)) based on the respective Issuance Dates of such Series of Class B Notes. If two or more Series of the Class B Notes have the same Issuance Date, then the Scheduled Principal Payment Amounts for such Series will be allocated among such Series on a pro rata basis, based on such Scheduled Principal Payment Amounts

(iv) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if there are any Minimum Principal Payment Amounts that were payable in respect of any Class A Notes on prior Payment Dates but that were not paid in full on such Payment Dates, the Available Collections Amount to be applied to pay Minimum Principal Payment Amounts on such Payment Date in accordance with Section 3.13 hereof will be applied first to pay all Minimum Principal Payment Amounts for all Class A Notes payable on each such prior Payment Date in chronological order before being applied to pay the Minimum Principal Payment Amounts on the Class A Notes payable on such Payment Date. The Minimum Principal Payments that were payable on the Class A Notes on each prior Payment Date must be paid in full before the Available Collections Amount will be applied to the payment of

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any Minimum Principal Payment Amounts on the Class A Notes on any subsequent Payment Date. The portion of the Available Collections Amount applied to the Minimum Principal Payment Amounts on the Class A Notes for each individual Payment Date will be allocated among such Minimum Principal Payment Amounts in accordance with the Series Allocation Rules.

(v) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds if there are any Scheduled Principal Payment Amounts that were payable in respect of any Class A Notes on prior Payment Dates but that were not paid in full on such Payment Dates, the Available Collections Amount to be applied to pay Scheduled Principal Payment Amounts on such Payment Date in accordance with Section 3.13 hereof will be applied first to pay all Scheduled Principal Payment Amounts for all Class A Notes payable on each such prior Payment Date in chronological order before being applied to pay the Scheduled Principal Payment Amounts on the Class A Notes payable on such Payment Date. The Scheduled Principal Payments that were payable on the Class A Notes on each prior Payment Date must be paid in full before the Available Collections Amount will be applied to the payment of any Scheduled Principal Payment Amounts on the Class A Notes on any subsequent Payment Date. The portion of the Available Collections Amount applied to the Scheduled Principal Payment Amounts on the Class A Notes for each individual Payment Date will be allocated among such Scheduled Principal Payment Amounts in accordance with the Series Allocation Rules.

(vi) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if there are any Minimum Principal Payment Amounts that were payable in respect of any Class B Notes on prior Payment Dates but that were not paid in full on such Payment Dates, the Available Collections Amount to be applied to pay Minimum Principal Payment Amounts on such Payment Date in accordance with Section 3.13 hereof will be applied first to pay all Minimum Principal Payment Amounts for all Class B Notes payable on each such prior Payment Date in chronological order before being applied to pay the Minimum Principal Payment Amounts on the Class B Notes payable on such Payment Date. The Minimum Principal Payments that were payable on the Class B Notes on each prior Payment Date must be paid in full before the Available Collections Amount will be applied to the payment of any Minimum Principal Payment Amounts on the Class B Notes on any subsequent Payment Date. The portion of the Available Collections Amount applied to the Minimum Principal Payment Amounts on the Class B Notes for each individual Payment Date will be allocated among such Minimum Principal Payment Amounts in accordance with the Series Allocation Rules.

(vii) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds if there are any Scheduled Principal Payment Amounts that were payable in respect of any Class B Notes on prior Payment Dates but that were not paid in full on such Payment Dates, the Available Collections Amount to be applied to pay Scheduled Principal Payment Amounts on such Payment Date in accordance with Section 3.13 hereof will be applied first to pay all Scheduled Principal Payment Amounts for all Class B Notes payable on each such prior Payment

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Date in chronological order before being applied to pay the Scheduled Principal Payment Amounts on the Class B Notes payable on such Payment Date. The Scheduled Principal Payments that were payable on the Class B Notes on each prior Payment Date must be paid in full before the Available Collections Amount will be applied to the payment of any Scheduled Principal Payment Amounts on the Class B Notes on any subsequent Payment Date. The portion of the Available Collections Amount applied to the Scheduled Principal Payment Amounts on the Class B Notes for each individual Payment Date will be allocated among such Scheduled Principal Payment Amounts in accordance with the Series Allocation Rules.

(b) [Reserved].

(c) Series Allocation Rules. The rules for allocation of Minimum Principal Payment Amounts and Scheduled Principal Payment Amounts and other principal payments among Classes with Series having the same alphabetical designation set forth in Section 3.14(a) are referred to herein as the “Series Allocation Rules”.

Section 3.15 Voluntary Redemptions.

If permitted under the related Series Supplement and if no Event of Default then exists, Issuer will have the option to prepay, in whole or in part, the Outstanding Principal Balance of any Class of such Series of Equipment Notes in an Optional Redemption, provided that (i) any Optional Redemption in whole of the Class B Notes within a Series shall be subject to there also being an Optional Redemption in whole of the Class A Notes within such Series, (ii) subject to clause (iv) below, an Optional Redemption in part of the Class B Notes within a Series shall be subject to there also being an Optional Redemption in part of the Class A Notes in the same proportionate part, (iii) any Optional Redemption of Class A Notes shall not have the effect of causing the Outstanding Principal Balance of the Senior Class within any Series not secured by a Policy to equal or exceed the Outstanding Principal Balance of all Class A Notes secured by a Policy and (iv) if an Early Amortization Event is then continuing, (x) Issuer shall not be permitted to prepay any Class B Notes until the Outstanding Principal Balance of all Class A Notes shall have been paid in full and (y) Issuer shall not be permitted to prepay any Class A Notes of any Series until the Outstanding Principal Balance of all Class A Notes having an earlier Issuance Date than such Class A Notes shall have been paid in full. If an Event of Default then exists, Issuer will have the option to prepay, in whole, the Outstanding Principal Balance of all (but not less than all) Series of Equipment Notes then outstanding. It is understood that Optional Redemptions do not effect a release of Collateral from the Security Interest of this Master Indenture, unless resulting in the repayment of all Secured Obligations in full.

Section 3.16 Procedure for Redemptions.

(a) Method of Redemption. In the case of any Redemption, 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 to be redeemed. Once a Redemption Notice in respect of a Redemption is published, the applicable outstanding principal amount of each Series of Equipment Notes (or Class thereof) to which such Redemption Notice applies will become due and payable on the Redemption Date stated in such Redemption Notice at its Redemption Price. In the case of a redemption in whole of a Series, all Equipment Notes within such Series that are redeemed will be surrendered to the Indenture Trustee for cancellation and accordingly may not be reissued or resold.

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(b) Deposit of Redemption Amount. On or before any Redemption Date in respect of a Redemption under Section 3.15, 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 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 3.16(d) hereof as to the Redemption Date in respect of any Redemption, the Outstanding Principal Balance of the Equipment Notes to be redeemed on such Redemption Date 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 3.13(d). If any Equipment Note to be redeemed shall not be so paid, the 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 Redemption of any Series of 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, other than in the case of a Refinancing as to which such Redemption Notice shall be given at least five (5) days but not more than thirty (30) days before the Redemption Date. Each Redemption Notice will state (i) the applicable Redemption Date, (ii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iii) the Redemption Price of the Equipment Notes to be redeemed, (iv) for an Optional Redemption in whole of any Series, that 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 (v) that, unless Issuer defaults in the payment of the Redemption Price, if any, interest on Equipment Notes called for Redemption will cease to accrue on and after the Redemption Date.

Section 3.17 [Reserved].

Section 3.18 Adjustments in Targeted Principal Balances.

(a) Railcar Dispositions.

(i) If Disposition Proceeds have been included in the Available Collections Amount on any Payment Date, then the Minimum Targeted Principal Balances of each

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Series of the Class A Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the related Class A Minimum Adjustment Fraction for such Series of Class A Notes as of each such Payment Date and (b) the Minimum Targeted Principal Balances of such Series of Class A Notes for each such Payment Date, as adjusted for Optional Redemptions as provided in Section 3.18(b) below but without giving effect to any previous adjustments made to such Minimum Targeted Principal Balances pursuant to this Section 3.18(a).

(ii) If Disposition Proceeds have been included in the Available Collections Amount on any Payment Date, then the Scheduled Targeted Principal Balances of each Series of the Class A Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the related Class A Scheduled Adjustment Fraction for such Series of Class A Notes as of each such Payment Date and (b) the Scheduled Targeted Principal Balances of such Series of Class A Notes for each such Payment Date, as adjusted for Optional Redemptions as provided in Section 3.18(b) below but without giving effect to any previous adjustments made to such Scheduled Targeted Principal Balances pursuant to this Section 3.18(a).

(iii) If Disposition Proceeds have been included in the Available Collections Amount on any Payment Date, then the Minimum Targeted Principal Balances of each Series of the Class B Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the related Class B Minimum Adjustment Fraction for such Series of Class B Notes as of each such Payment Date and (b) the Minimum Targeted Principal Balances of such Series of Class B Notes for each such Payment Date, as adjusted for Optional Redemptions as provided in Section 3.18(b) below but without giving effect to any previous adjustments made to such Minimum Targeted Principal Balances pursuant to this Section 3.18(a).

(iv) If Disposition Proceeds have been included in the Available Collections Amount on any Payment Date, then the Scheduled Targeted Principal Balances of each Series of the Class B Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the related Class B Scheduled Adjustment Fraction for such Series of Class B Notes as of each such Payment Date and (b) the original Scheduled Targeted Principal Balances of such Series of Class B Notes for each such Payment Date, but as adjusted for Optional Redemptions as provided in Section 3.18(b) below but without giving effect to any previous adjustments made to such Scheduled Targeted Principal Balances pursuant to this Section 3.18(a).

(b) Optional Redemption. In connection with any Optional Redemption in part, the Minimum Targeted Principal Balance and the Scheduled Targeted Principal Balance for each of Series, or Class of Equipment Notes within a Series, being redeemed on the applicable Redemption Date shall be reduced on the Redemption Date and each subsequent Payment Date by the product of (i) the Redemption Fraction and (ii) the Minimum Targeted Principal Balance (in the case of a reduction of Minimum Targeted Principal Balance) or Scheduled Targeted Principal Balance (in the case of a reduction of 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.

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As used above:

“Redemption Fraction” means, for any Class of Equipment Notes within a Series being subjected to an Optional Redemption, a fraction, the numerator of which is the principal amount of such Class of Equipment Notes that is being prepaid in connection with such Optional Redemption and the denominator of which is the Outstanding Principal Balance of such Class within the Series 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) any payment is made by a Series Enhancer under a Series Enhancement in respect of any payments due for any Series of Equipment Notes or Class thereof, and the effect of such payment as an Event of Default is not (or is no longer) subject to a waiver or stay issued in writing by such Series Enhancer to Issuer;

(b) failure to pay interest on the then most Senior Class of 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;

(c) failure to make payment in full in cash of the then Outstanding Principal Balance of any Series of Equipment Notes or Class thereof by the applicable Final Maturity Date;

(d) failure to pay any amount (other than a payment default for which provision is made in clause (a) or (b) or (c) of this Section 4.01) when due and payable in connection with any Series of Equipment Notes or Class thereof, to the extent that there are, on any Payment Date, amounts available in the Collections Account or the Class B Liquidity Reserve Account or Class A Liquidity Reserve Account or Class B Special 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 3.07 and 3.11, and in any such case such default continues for a period of five (5) or more Business Days after such Payment Date;

(e) failure by Issuer, TRLT-II or TILC (in the case of TRLT-II and TILC, in respect of Operative Agreements to which either is a party other than any Operative Agreement otherwise addressed by clause (o), (q) or (r) below) to comply with any of the other covenants,

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obligations, conditions or provisions binding on it under this Master Indenture, any of the Equipment Notes or any other Operative Agreement (other than any Enhancement Agreement, including the Insurance and Indemnity Agreement in respect of the Series 2006-1 Policy) to which it is a party (other than a payment default for which provision is made in clause (a), (b), (c) or (d) of this Section 4.01), if any such failure continues for a period of thirty (30) days or more after written notice thereof has been given to Issuer (or, if such failure is capable of remedy and the Administrator has promptly provided the Indenture Trustee with a certificate stating that Issuer, TRLT-II or TILC (as applicable) has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure or breach, so long as such Person is diligently pursuing such remedy, but in any event no longer than sixty (60) days) after the giving of such written notice;

(f) any representation or warranty made by Issuer under this Master 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 Issuer (or, if such untruth or incorrectness is capable of remedy and the Administrator has promptly provided the Indenture Trustee with a certificate stating that Issuer has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such untruth or incorrectness, so long as such Person is diligently pursuing such remedy but in any event no longer than sixty (60) days);

(g) a court having jurisdiction in respect of Issuer enters a decree or order for (i) relief in respect of 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 Issuer; or (iii) the winding up or liquidation of the affairs of 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;

(h) 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 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 Issuer or for all or substantially all of the property and assets of 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;

(i) a judgment or order for the payment of money in excess of $1,000,000 of shall be rendered against 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(i) if and for so long as (x) the amount of

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such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer 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;

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

(k) Issuer shall have asserted that this Master 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 such agreements shall find or rule that any material provision of any of such agreements is not valid or binding on the parties thereto;

(l) a Requisite Majority shall have elected to remove the Manager as a result of a Manager Termination Event, and a replacement Manager shall not have assumed the duties of the Manager within ninety (90) days after the date of such election by such Requisite Majority;

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

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

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

(p) 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, Issuer or any of the respective Affiliates shall so assert;

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

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(r) an Insurance Manager Default shall have occurred and be continuing under the Insurance Agreement, and 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 Issuer of written notice from the Indenture Trustee demanding that such action be taken; and

(s) 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(g) or 4.01(h), the Outstanding Principal Balance of, and accrued interest on, all Series of 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 of all Series then Outstanding to be due and payable immediately, by written notice to Issuer and the Manager (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 Master Indenture, the Requisite Majority, by written notice to Issuer, the Administrator and the Indenture Trustee 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 of such Series, (ii) a payment default on such Series of Equipment Notes or (iii) a default in respect to any covenant or provision of this Master Indenture that cannot by the terms thereof 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 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 shall, if instructed, in writing, by the Requisite Majority, do any 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 of all Series or under this Master Indenture or the related Series Supplement with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and any other assets of Issuer any moneys adjudged due;

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(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 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 Master 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 Master 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 Master Indenture;

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

(vii) Exercise its rights under Section 3.03 hereof in respect of certain Indenture Accounts.

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

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

(d) Notwithstanding Sections 4.01, 4.02 and 4.11 hereof, after the occurrence and during the continuation of an Event of Default, no Holders of any Class B Notes shall be permitted to give or direct the giving of a Default Notice, or to exercise any remedy in respect of such Event of Default until all interest and principal and premium, if any, on the Class A Notes shall have been paid in full and all amounts owing to all Series Enhancers in respect of Class A Notes have been paid in full.

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(e) The Indenture Trustee shall provide each Rating Agency and Series Enhancer with a copy of any Default Notice it receives pursuant to this Master Indenture. Within thirty (30) days after the occurrence of an Event of Default in respect of any Series of Equipment Notes, the Indenture Trustee shall give notice to the Noteholders of such Series of Equipment Notes, 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.

(f) 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 Issuer with respect to the giving of any instructions or notices under this Master Indenture.

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

(h) If an Event of Default shall have occurred and is continuing, and only in such event, upon the written request 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 Agreement (which rights and remedies shall include the right to direct the withdrawal and disposition of amounts on deposit in the Indenture Accounts) and which the Requisite Majority direct it to take under this Agreement, including realization and foreclosure on the Collateral.

(i) 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 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 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 the Leases, including, without limitation, the right to direct the 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 Replacement Event or a Manager Default, 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.

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Section 4.03 Limitation on Suits.

Without limiting the provisions of Section 4.11, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Master 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 Class A Notes and has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b) the Holders (not affiliated with Issuer) of at least 25% of the aggregate Outstanding Principal Balance of the Class A Notes make a written request 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 Master 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 Master Indenture and the terms of the Equipment Notes over any other Holder or to enforce any right under this Master 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 that: (i) a waiver of any default of the type described in clause (a) or (c) of Section 4.01 shall require the consent of the affected Series Enhancer or Series Enhancers and shall not require the consent of the Requisite Majority; (ii) a waiver of any default of the type described in clause (b) of Section 4.01 shall require the consent of each Specified Series Enhancer other than a Defaulting Series Enhancer and, to the extent required pursuant to Section 9.02(a), the beneficial owner of each Outstanding Equipment Note affected thereby; (iii) 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 the beneficial owner of each Outstanding Equipment Note affected thereby and the Control Party for each Series of Class A Notes then Outstanding shall require the consent of such Persons as are required to amend such covenant or provision in addition to the consent of the Requisite Majority; and (iv) any waiver in respect of a default by Issuer, the Manager or any other Person under any Specified Provision requires the consent of each Specified Series Enhancer other than a Defaulting Series Enhancer.

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(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 Master 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 each Rating Agency.

(c) Any written waiver of a Default or an Event of Default given by Holders of the Equipment Notes to the Indenture Trustee and Issuer in accordance with the terms of this Master 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 Class A Notes has instituted any proceeding to enforce any right or remedy under this Master 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 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 Control Parties or the Requisite Majority) specifically or otherwise in this Master 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 Control Parties 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 Control Parties 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 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 Master Indenture, and the parties hereby waive any such requirement to the greatest extent permitted by law.

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Section 4.08 Rights of Noteholders to Receive Payment.

Notwithstanding any other provision of this Master Indenture, the right of any Noteholder to receive payment of interest on, principal of, or premium, if any, on its Equipment Note on or after the respective due dates therefor expressed in such Equipment Note, 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 any obligor on the Equipment Notes, its creditors or its property.

Section 4.10 Undertaking for Costs.

All parties to this Master 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 Master Indenture or in any suit against the Indenture Trustee for any action taken or omitted by it as 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 his Equipment Note 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 any Series of the Equipment Notes.

Section 4.11 Control by Noteholders.

Subject to Sections 4.02 and 4.03 hereof and to the rights of the Control Party and Requisite Majority hereunder, the Noteholders holding Equipment Notes of any Series of not less than 25% of the Outstanding Principal Balance of Equipment Notes of such Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee under this Master Indenture; provided that, for such Series:

(a) such direction shall not be in conflict with any rule of law or with this Master Indenture and would not involve the Indenture Trustee in personal liability or expense;

(b) the Indenture Trustee shall not determine that the action so directed would be unjustly prejudicial to the Noteholders of such Series not taking part in such direction, and

(c) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction.

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Section 4.12 Purchase Rights of the Class B Noteholders.

Upon the occurrence of an Event of Default, whether or not the Requisite Majority have delivered a Collateral Liquidation Notice, one or more of the Holders of the Class B Notes (each, a “Class A Note Purchaser”) may elect to purchase all, but not less than all, of the Class A Notes, for a purchase price equal to the Outstanding Principal Balance of the Class A Notes and all accrued and unpaid interest and premium thereon, if any, provided, that all amounts owing to the Series Enhancers in respect of Class A Notes have been paid in full. Such right shall be exercised by giving the Indenture Trustee written notice of the intent to purchase the Class A Notes (a “Purchase Option Notice”) and the date on which such purchase is to be consummated (the “Class A Note Purchase Date”), which shall be not less than ten (10) Business Days nor more than twenty (20) Business Days after the date of the Purchase Option Notice. If there is more than one Class A Note Purchaser, the Class A Notes shall be allocated between or among the Class A Note Purchasers in proportion to the Outstanding Principal Balance of their Class B Notes or on such other basis as such Holders of Class B Notes may agree, and the Class A Note Purchase Date shall be the date specified in the related Purchase Option Notice delivered by such Class A Note Purchasers. The Indenture Trustee shall promptly deliver a copy of each Purchase Option Notice to the Holders of the Class A Notes, Issuer, the Manager and the Administrator. On the date specified in the Purchase Option Notice, the Series A Noteholders shall transfer the Class A Notes to the Class A Note Purchasers upon the tender to them of the purchase price described in this Section 4.12(a). If any Class A Note Purchaser fails to consummate the purchase of the Class A Notes, such Holder shall be deemed to have irrevocably waived its rights to purchase the Class A Notes, and, if there are multiple Class A Note Purchasers, the remaining Class A Note Purchasers must tender the purchase price allocable to the portion of the Class A Notes allocable to such defaulting Class A Note Purchaser, in such manner as they shall agree, or all such Class A Notes Purchasers shall be deemed to have cancelled the purchase of the Class A Notes pursuant to such Purchase Option Notice. The non-defaulting Class A Note Purchasers may elect to defer the Class A Note Purchase Date by not more than three (3) Business Days for purposes of arranging such tender.

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.01 Representations and Warranties.

Issuer represents and warrants to the Indenture Trustee as of (x) the Initial Closing Date, (y) each other Closing Date thereafter, and (z) other than with respect to clauses (c), (d), (e), (m), (n) or (t) below, each Delivery Date, as follows:

(a) Due Organization.

(i) Issuer is a is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Texas, 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

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conducted and as contemplated by the Operative Agreements to be conducted, is a special purpose limited partnership organized to enter into the transactions contemplated by this Master Indenture and the other Operative Agreements to which it is a party, has the limited partnership power and authority to acquire from TRLTII the Portfolio Railcars described on the applicable Delivery Schedule and to acquire from TRLTII the Leases described on the applicable Delivery Schedule, in each case as contemplated by this Master Indenture, and to carry on its business as now conducted and as contemplated by the Operative Agreements to be conducted and has the requisite limited partnership power and authority to execute, deliver and perform its obligations under the Operative Agreements to which Issuer is or will be a party.

(ii) The General Partner is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to execute, deliver and perform its obligations under the Partnership Agreement and each other organizational document of the Partnership to which the General Partner is a party.

(iii) The Limited Partner is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to execute, deliver and perform its obligations under the Partnership Agreement and each other organizational document of the Partnership to which the Limited Partner is a party.

(iv) The General Partner and the Limited Partner are the only partners of the Partnership and TILC is the sole member of the General Partner and the Limited Partner.

(v) The execution, delivery and performance by each of the General Partner and the Limited Partner of the Partnership Agreement and each other organizational document of the Partnership to which such partner is a party (A) have been duly authorized by all requisite limited liability company or member action of such partner and (B) did not and do not (x) violate (i) any provision of law, statute, rule or regulation, or of the certificate of formation or limited liability company agreement or other constitutive documents of such partner, (ii) any order of any governmental authority or (iii) any provision of any indenture, agreement or other instrument to which such partner is a party or by which it or any of its property is or may be bound, (y) conflict with, result in a breach of or constitute (alone or with notice, or lapse of time or both) a default under any such indenture, agreement or other instrument or (z) result in the creation or imposition of any Encumbrance upon any property or assets of such partner.

(b) Special Purpose Status.

Issuer has not engaged in any activities since its organization (other than those incidental to its organization and other appropriate limited partnership steps and arrangements for the payment of fees to, and director’s and officer’s insurance for, its partners, the execution of the Operative Agreements to which it is a party and the activities referred to in or contemplated by such agreements).

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(c) Non-Contravention.

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 Initial Equipment Notes and the issuance, execution and delivery of, and the compliance by Issuer with the terms of each of the Operative Agreements and the Initial Equipment Notes:

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

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

(iii) do not constitute a default by 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 Issuer under its organizational documents or any indenture, mortgage, contract or other agreement or instrument to which Issuer is a party or by which Issuer or any of its properties may be bound or affected.

(d) Due Authorization.

(i) 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 Initial Equipment Notes, the execution and issue or delivery by Issuer of the Operative Agreements and any Additional Notes executed by it and the performance by it of its obligations to be assumed hereunder and thereunder and the arrangements contemplated hereby and thereby to be performed by it have been duly authorized by all necessary limited partnership action of Issuer and, if required, limited liability company action of each of the General Partner and the Limited Partner.

(ii) Each of the Partnership Agreement and each other organizational document of the Partnership 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.

(iii) This Master Indenture has been duly executed and delivered (and in the case of the other Operative Agreements, such other Operative Agreements will on the applicable Closing Date have been duly executed and delivered) by the General Partner in its capacity as the general partner of Issuer.

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(e) Validity and Enforceability.

This Master Indenture constitutes, and the Operative Agreements, when executed and delivered and, in the case of the Initial Equipment Notes and any Additional 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 Issuer.

(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 except for Permitted Encumbrances, there exists no Encumbrance over the assets or undertaking of 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 Issuer or any governmental authority on the part of 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 Issuer of the Operative Agreements to which Issuer is a party or in order for 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 applicable 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 applicable 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 Lessee has no reason to believe will not be timely obtained, (iii) as may be required under the Operative Agreements in connection with any issuance of an Additional Series, (iv) as may be required under the Operative Agreements in consequence of any transfer of ownership of the Portfolio Railcars and (v) filing and recording to perfect the Security Interests under this Master Indenture as required hereunder; provided, that the parties hereto agree that 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 Issuer, threatened against or affecting Issuer, the General Partner or the Limited Partner 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 Master Indenture (including the Exhibits and Schedules attached hereto) and/or the Operative Agreements.

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(j) Employees, Subsidiaries.

Issuer has no employees. Issuer has no Subsidiaries.

(k) Ownership.

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 Master Indenture or any Operative Agreement to which Issuer is a party (other than evidences of the Security Interests) be filed, recorded or enrolled with any court or other authority in any such jurisdictions or that any stamp, registration or similar tax be paid on or in relation to this Master Indenture or any of the other Operative Agreements in all material respects (other than filings of UCC financing statements and with the STB and in Canada in respect of the Portfolio Railcars).

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

(n) Other Regulations. (i) Issuer is not a “public utility company” or a “holding company,” or an “affiliate” or a “subsidiary company” of a “holding company,” or an “affiliate” of such a “subsidiary company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, and (ii) none of Issuer, the General Partner nor the Limited Partner is 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 Issuer, covered by the insurance required by Section 5.03(g) hereof and any applicable Series Supplement, 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 Portfolio Railcars under the Asset Transfer Agreement, including on the Initial Closing Date, (i) no Event of Default or Manager Termination Event has occurred and is continuing, (ii) to the knowledge of 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 the Portfolio Railcars so Conveyed, has occurred, and (iii) to the knowledge of Issuer, no Railcar being Conveyed under the Asset Transfer Agreement on such date has suffered damage or contamination which, in Issuer’s reasonable judgment, makes repair uneconomic or renders such Railcar unfit for commercial use.

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(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 related Bill of Sale, conveyed the Portfolio Railcars to the Partnership, all legal and beneficial title to such Portfolio Railcars 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, and the Assignment and Assumption to be delivered on the related Deliver Date shall assign to Issuer, all legal and beneficial title 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. Issuer, the General Partner and the Limited Partner are not engaged in the business of extending credit for the purposes of purchasing or carrying margin stock, and no proceeds of the Equipment Note as contemplated by this Master Indenture and the other Operative Agreements will be used by Issuer, the General Partner or the Limited Partner 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, are used in this Section 5.01(r) with such meanings.

(s) No Default under Organizational Documents. 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. 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 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 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 Issuer from the applicable Seller will have been paid or such transactions will then be exempt from any such taxes, and Issuer will cause any required forms or reports in connection with such taxes to be filed in accordance with applicable laws and regulations.

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(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 Issuer.

(y) Assignment of Leases. (i) each Lease conveyed on the relevant Delivery Date is freely assignable from the applicable Seller to Issuer and from Issuer to any other Person (including, without limitation, any transferee in connection with the Indenture Trustee’s exercise of rights or remedies under this Master Indenture) or, if any such Lease is not freely assignable, then consents to such assignments that are satisfactory to each Series Enhancer 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.

(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 Allocated Principal and the Adjusted Value of the 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 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 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 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 Issuer’s acquisition of Railcars in connection with issuing a Series on the Initial Closing Date or any subsequent Closing Date, the Portfolio complies with all Concentration Limits.

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Section 5.02 General Covenants.

Issuer covenants with the Indenture Trustee as follows:

(a) No Release of Obligations.

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 Issuer than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Master 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) 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.

Issuer will not create, incur, assume or suffer to exist any Encumbrance 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 Issuer maintains adequate cash reserves to pay such Encumbrance.

(c) Indebtedness.

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 any Series of Equipment Notes issued in accordance with the terms of this Master Indenture.

(d) Restricted Payments.

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, Issuer may make payments on its limited partnership interests to the extent of the aggregate amount of distributions made to Issuer pursuant to the Flow of Funds or under any Series Supplement relating to a Series of Equipment Notes; (ii) purchase, redeem, retire or otherwise acquire for value any Beneficial Interest in 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 Issuer other than in accordance with the Equipment Notes and this Master Indenture or the Operative Agreements; provided that 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

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distributable to Issuer in accordance with the Flow of Funds) so long as any Additional Series of Equipment Notes of Issuer issued in connection with such transactions have been issued in accordance with the terms of this Master Indenture; 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.

Issuer will not create or otherwise suffer to exist any consensual limitation or restriction of any kind on the ability of 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.

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 (an “Allowed Restructuring”);

(ii) [Reserved];

(iii) financing or refinancing the business activities described in clause (i) of this Section 5.02(f) through the offer, sale and issuance of one or more Series of Equipment Notes (subject to the limitations of this Master Indenture), upon such terms and conditions as Issuer sees fit, for cash or in payment or in partial payment for any property purchased or otherwise acquired;

(iv) engaging in currency and interest rate exchange transactions for the purposes of avoiding, reducing, minimizing, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly or indirectly, from any change or changes in any interest rate or currency exchange rate or in the price or value of the property or assets of Issuer , upon such terms and conditions as Issuer sees fit and within limits and with provisos specified in this Master Indenture, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign currency, spot and forward interest rate exchange contracts, forward interest rate agreements, caps, floors and collars, futures, options, swaps and any other currency, interest rate and other similar hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing, but in any event not for speculative purposes;

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(v) purchasing, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies which Issuer determines to be necessary or appropriate to comply with this Master Indenture and to pay the premiums thereon; and

(vi) 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.

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 Issuer (any such consolidation, merge sale or disposition, a “Merger Transaction”), unless:

(i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the Partrnership 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 each of the General Partner and Limited Partner, and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of Issuer under this Master Indenture, the Equipment Notes and each other Operative Agreement to which Issuer is then a party (with, in the case of a transfer only, Issuer thereupon being released);

(iii) both before, and immediately after giving effect to such Merger Transaction, no 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 Requisite Majority has been obtained with respect to such Merger Transaction; and

(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) 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;

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(h) Limitation on Transactions with Affiliates.

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 Affiliate of Issuer , except upon fair and reasonable terms no less favorable to 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 Issuer, its initial capitalization and the acquisition of its initial Portfolio Railcars 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 directors/members of Issuer’s General Partner and Limited Partner;

(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 accordance with the terms of this Master Indenture.

(i) Limitation on the Issuance, Delivery and Sale of Equity Interests.

Except as expressly permitted by its Issuer Agreement, Issuer will not (i) issue, deliver or sell any Stock or (ii) sell, directly or indirectly, or issue, deliver or sell, any Stock (in each case, however designated, whether voting or non-voting, other than the Beneficial Interests in Issuer existing on the Initial Closing Date), except for the following:

(i) issuances or sales of any additional limited partnership interests to the General Partner and Limited Partner (any such holder, a “Permitted Holder”);

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

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(iii) Notwithstanding the foregoing, no issuance, delivery, sale, transfer or other disposition of any equity interest in Issuer will be effective, and any such issuance, delivery, sale transfer or other disposition will be void ab initio , if it would result in 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.

Issuer will promptly provide the Indenture Trustee and the Rating Agencies with written notice of the institution of any proceeding by or against 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 either or for any substantial part of its property. Issuer will not take any action to waive, repeal, amend, vary, supplement or otherwise modify its charter documents or any provision of Issuer Agreement. Issuer will not, without a Rating Agency Confirmation, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provision of its Issuer Agreement which requires a unanimous resolution of the board of managers of its General Partner, or limits the actions of the General Partner with respect to voluntary insolvency proceedings or consents to involuntary insolvency proceedings of Issuer.

(k) Payment of Principal, Premium, if any, and Interest.

Issuer will duly and punctually pay the principal, premium, if any, and interest on the Equipment Notes in accordance with the terms of this Master Indenture and the applicable Series Supplement and Equipment Notes.

(l) Limitation on Employees.

Issuer will not employ or maintain any employees other than as required by any provisions of local law. Partners, officers and directors 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, 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 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, Issuer shall promptly appoint a qualified Person to perform any duties under this Master Indenture that the Administrator is obligated to perform until a replacement Administrator assumes the duties of the Administrator.

(o) Ratings of Equipment Notes. For so long as any Class A Notes are Outstanding, Issuer shall pay all fees of S&P, Moody’s and any other Rating Agency that has issued a rating with respect to any Series of Equipment Notes or Class thereof and take all such

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other actions as may be necessary from time to time in order to cause S&P, Moody’s and each other such Rating Agency to maintain (x) a rating with respect to each Series of Equipment Notes or Class thereof and (y) in the case of a Series or Class benefiting from any Series Enhancement consisting of a Policy, an underlying rating issued to the applicable Series Enhancer with respect to such Series or Class with respect to the risk secured by such Series Enhancement.

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

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

(ii) conduct its business separate from any direct or ultimate parent of 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) 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 partnership 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 Issuer may extend or forbear obligations of any Lessees under the Leases in the ordinary course of business and in accordance with the provisions of the Management Agreement);

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

(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 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 at least one bank account separate from any other Person or entity (in addition to the Indenture Accounts);

(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 Issuer.

Section 5.03 Portfolio Covenants.

Issuer covenants with the Indenture Trustee as follows:

(a) Railcar Dispositions. Issuer will not sell, transfer or otherwise dispose of any Railcar or any interest therein, except that 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 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, nor shall any unpaid amount then be owing by Issuer to any Series Enhancer in respect of a Series Enhancement (unless in any such case a Requisite Majority consents otherwise).

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(B) 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 Issuer to purchase meeting the criteria set forth in clauses “1” through “4” of clause (C) below (Railcars meeting such criteria, “Qualifying Replacement Railcars” ), 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 utility and 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 to the same extent as 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) For so long as the Series 2006-1A Notes are outstanding and a related Policy Provider Default is not in effect, 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 and the Series Enhancer for the Series 2006-1A Notes shall have received an Officer’s Certificate of Issuer (or the Manager on its behalf) certifying as to the satisfaction of such conditions:

(1) The Sold Railcars must be purchased from 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 Allocated Principal 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.

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(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.

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

(G) The current appraised value of the reinvestment 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 minimus extent).

(H) The sum of (x) the Adjusted Value of the Railcars to be sold in such Railcar Disposition, (y) the aggregate sum of the Adjusted Values of all Portfolio Railcars that 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 Issuer at any particular time up to the related date of sale.

(I) The Adjusted Value of the Railcars to be sold in such Railcar Disposition, in the aggregate with the aggregate sum of the Adjusted Values of all Portfolio Railcars that Issuer has sold in any Permitted Discretionary Sales or Purchase Option Dispositions, does not exceed 15% of the average, for each of the previous 12 Payment Dates, of the aggregate sum of the Adjusted Values of all Portfolio Railcars for such Payment Dates.

(iv) With respect to a Permitted Railcar Disposition constituting a Purchase Option Disposition, Issuer will, if not electing to deposit such proceeds directly into the Collections Account, deposit the related Net Disposition Proceeds into the Mandatory Replacement Account for application, within the Replacement Period, to a purchase of Qualifying Replacement Railcars in a Replacement Exchange.

(b) Railcar Acquisitions. Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Initial Railcars or any interest therein, except that, Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, (ii) acquire one or more additional Railcars pursuant to a capital contribution, (iii) purchase or

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otherwise acquire, directly or indirectly, Additional Railcars with the proceeds of the issuance of Additional Notes, or (iv) any combination of the transactions described in clauses (ii) and (iii), so long as, in each case of clause (i), (ii), (iii) or (iv) above, each of the following requirements are satisfied on or prior to such purchase or other acquisition:

(i) no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom;

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

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

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

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

(vi) except in connection with Railcars being acquired in a Replacement Exchange for Railcars that were not subject to a Lease at the time of the disposition thereof by Issuer, the Railcars being acquired are each subject to a Permitted Lease; that 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; and

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

(c) Permitted Railcar Acquisition. A Railcar acquisition by Issuer complying with the provisions in subsection (b) immediately above constitutes a “Permitted Railcar Acquisition” .

(d) Modification Payments and Capital Expenditures. Issuer will not make any capital expenditures for the purpose of effecting any optional improvement or modification of any Railcar, except that 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 3.08; and

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

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In the case of any Optional Modification, 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 Railcar as a result of the expenditure on such Optional Modification.

(e) Leases.

(i) Issuer will not surrender possession of any Railcar to any Person other than for purposes of maintenance or overhaul or pursuant to a Permitted Lease.

(ii) 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 Issuer specifically or generally from time to time by the Manager (collectively, the “Pro Forma Lease”), for use by the Manager on behalf of 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 Lease, (y) the leasing of a Railcar to a Person that is or was a Lessee under a pre-existing Lease, or (z) the leasing of a 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 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. Issuer will not sell, purchase, lease or otherwise take any action with respect to any Railcar if entering into such proposed sale, purchase, lease or other action would cause the Portfolio to no longer comply with the Concentration Limits. Also, Issuer will not effect a Permitted Discretionary Sale if the effect of such action is or would be to cause noncompliance with any Concentration Limit.

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Section 5.04 Operating Covenants.

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 Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Railcar (other than seizure or confiscation arising from a breach by Issuer of such covenant) (each, a “Third Party Event” ), so long as (i) neither Issuer nor the Manager has consented to such Third Party Event; and (ii) Issuer (or the Manager on its behalf) as the Lessor of such 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 Railcar is located), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Railcar:

(a) Ownership. Issuer will (i) on all occasions on which the ownership of each Railcar is relevant, make it clear to third parties that title to the same is held by 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 Issuer as owner of each Railcar, except as contemplated by the Operative Agreements.

(b) Compliance with Law; Maintenance of Permits. 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 Railcar under any 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 Railcar under any operating Lease.

(c) Forfeiture. 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 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 if (i) adequate resources have been made available by 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 Railcar not constituting a Total Loss, Issuer will use all commercially reasonable efforts to obtain the prompt release of such Railcar.

(d) [Reserved].

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(e) Maintenance of Assets. Issuer will, with respect to each Railcar under Lease, cause, directly or indirectly, such 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 Railcar and the jurisdiction in which the Railcar is or will be operated or in which the Lessee is based. In addition, Issuer will, with respect to each Railcar that is not subject to a Lease, maintain such 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.

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

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

(i) Insurance. Issuer will at all times after the Initial 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-/7 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. In addition, Issuer shall cause the Insurance Manager to maintain insurance at levels and amounts as set forth in any Series Supplement.

(ii) Additional Insurance. In the event that Issuer shall fail to maintain insurance as herein provided or provided in any Series Supplement, the Indenture Trustee may at its option, upon prior written notice to Issuer, provide such insurance and, in such event, 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 most recently issued Class A Notes, on the amount of the cost to the Indenture Trustee of such insurance which Issuer shall have failed to maintain. If after the Indenture Trustee has provided such insurance, Issuer then obtains the coverage provided for in Section 5.04(g) which was replaced by the insurance provided by the Indenture Trustee, and 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(g)(ii). In such event, 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 most recently issued Class A Notes. In addition, at any time the Indenture Trustee may at its

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own expense carry insurance with respect to its interest in the Portfolio Railcars, provided that such insurance does not interfere with Issuer’s ability to insure the Portfolio Railcars as required by this Section 5.04(g) or adversely affect Issuer’s insurance or the cost thereof, it being understood that all salvage rights to each Portfolio Railcar shall remain with 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 Issuer’s obligations hereunder, other than with respect to Portfolio Railcars) with respect to which such payments have been made.

(h) No Accounts. Except as contemplated herein, Issuer will not have an interest in any deposit account or securities account (other than the Indenture Accounts, any bank account contemplated in Section 5.02(o) , 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 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.

(i) Notices. If at any time any creditor of Issuer seeks to enforce any judgment or order of any competent court or other competent tribunal against any of the Collateral, 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. 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.

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

(k) Information. 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.

(l) Further Assurances.

(i) 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). 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 Master Indenture, Issuer Documents and the relevant Operative Agreements.

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(ii) Without limiting the foregoing, from time to time, 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 or any Series Enhancer) 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, Leases and other Collateral granted hereby (including without limitation any such Portfolio Railcars acquired by Issuer from time to time after the Initial Closing Date), including in the proceeds thereof. Issuer shall deliver (or cause to be delivered) to each Series Enhancer 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 Issuer fails to perform its obligations under this subsection, a Series Enhancer or the Indenture Trustee may perform such obligations, at the expense of Issuer, and Issuer hereby authorizes the Indenture Trustee or any Series Enhancer and grants to such persons an irrevocable power of attorney to take any and all steps in order to perform such obligations in Issuer’s own name and on behalf of Issuer, as are necessary or desirable, in the determination of the Series Enhancer or Indenture Trustee, as applicable.

(iii) Without limiting the foregoing, within five (5) days after the acquisition by Issuer of any Railcar, Issuer will make such applicable UCC, STB and Registrar General of Canada filings and take all other actions to cause the Indenture Trustee on behalf of the Secured Parties to have a first priority perfected security interest in such Railcar and all Leases related thereto.

(m) Stamping of the Leases. Within thirty (30) days of the applicable Delivery Date (or, in the case of a Future Lease, the date of origination of such Future Lease), 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 Master Indenture dated as of May 24, 2006 between Trinity Rail Leasing V L.P., and Wilmington Trust Company, as Indenture Trustee .”

Without limiting the generality of the foregoing, 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 or the Requisite Majority 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.

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(n) No Effect on Security Interest. Except as otherwise provided in this Master Indenture or other Operative Agreements, Issuer will not agree to the amendment of any Issuer Document unless the Indenture Trustee has confirmed to 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 Issuer).

(o) Restrictions on Amendments to Assigned Agreements and Certain Other Actions. (i) 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 Issuer Documents whose obligations form part of the security created by this Master Indenture to be released from such obligations except, in each case as permitted or contemplated by this Master Indenture, or the other Issuer Documents or the Operative Agreements, (ii) without the prior written consent of the Requisite Majority and, in the case of a Specified Provision, the prior written consent of each Specified Series Enhancer, 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 (other than the Leases) 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 (other than the Leases) or authorize or approve, or consent to, any of the foregoing and (iii) Issuer will not knowingly take, or knowingly permit to be taken, any action which, other than the performance of its obligations under Issuer Documents and the Operative Agreements and the fiduciary obligations of the Partners, would reasonably be expected to result in the lowering or withdrawal of the then current rating of any Equipment Note (including any rating described in clause (y) of the definition of Rating Agency Confirmation in respect of such Equipment Note).

(p) Subsidiaries. Except with the consent of the Requisite Majority, Issuer will not have or establish any Subsidiaries.

(q) Restriction on Assets Dealings. 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 in the Operative Agreements.

(r) Organizational Documents. Issuer shall not amend, modify or supplement its organizational documents or change its jurisdiction of organization without the consent of the Requisite Majority, and such consent shall not be unreasonably withheld.

(s) Partners’ Remuneration. Issuer shall not pay any fees to the Partners, other than as expressly permitted by the Operative Agreements.

(t) Management Agreement and Administrative Services Agreement. 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. Issuer shall at all times be a party to the Administrative Services Agreement or a substitute agreement substantially similar thereto.

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(u) Insurance Agreement. 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.

(v) Condition. 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 (A) any Portfolio Railcar subject to an Existing Lease that is 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, further, 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) and (B) any Permitted Lease that is a Net Lease entered into after the initial Closing Date where (x) the long term unsecured debt of the applicable Lessee is rated at least BBB- by S&P and Baa3 by Moody’s (or at least BBB- by S&P or Baa3 by Moody’s if then rated by only one such rating agency) or similarly rated by any other rating agency, (y) the applicable Lessee is organized under the laws of the United States or any state thereof and (z) the applicable Lessee is the owner or lessee of at least 250 railcars used primarily on domestic routes in the United States, maintenance practices used by such Lessee, in respect of railcars 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 or any Series Supplement 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 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 an Existing Lease which is a Net Lease, the applicable Lessee, as applicable, 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 an Existing Lease, the applicable Lessee, as applicable, 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 Issuer under this Agreement if such violation would reasonably be

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expected to adversely affect the coverage thereunder; providedfurther, that Issuer shall promptly notify the Indenture Trustee in reasonable detail of any such contest. In no event shall 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. 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.

(w) DOT/AAR classification. Without the written waiver or consent of the Requisite Majority and the Indenture Trustee (which waiver or consent will not be unreasonably withheld), Issuer shall not change, or permit any Lessee to change, a DOT/AAR classification (as provided for in 49 C.F.R. Part 179 or any successor thereto), or permit any Lessee to operate any Portfolio Railcar under a different DOT/AAR classification, from that classification in effect for such Portfolio Railcar on the applicable Delivery Date, except for any change in tank test pressure rating provided such change does not increase the pressure rating of the Portfolio Railcar above the tank test pressure to which the Portfolio Railcar was manufactured; provided , however, that in the event the Requisite Majority and the Indenture Trustee shall not have provided Issuer with a written waiver or consent to such a reclassification or operation of any Portfolio Railcar within 10 Business Days after receipt of Issuer’s written request therefor (or the Requisite Majority and/or the Indenture Trustee expressly reject such a request by Issuer), Issuer may elect to replace such Portfolio Railcar with another railroad car of the same car type of the same or newer model year (or otherwise approved by the Requisite Majority, which approval in each case shall not be unreasonably withheld), and free and clear of all Encumbrances (other than Permitted Encumbrances of the type described in clause (ii) with respect to Permitted Leases, and in clauses (iv) and (v) of the definition thereof) and having a fair market value (except to a de minimis extent), utility and remaining economic useful life at least equal to the Portfolio Railcar so replaced (assuming such Portfolio Railcar so replaced was in the condition required to be maintained by the terms of this Master Indenture) and be (as of the date of conveyance) then subject to a currently effective Permitted Lease.

(x) Use. 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 it was designed and intended and so as to subject it only to ordinary wear and tear. In no event shall 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(g) or any Series Supplement. The Portfolio Railcars shall be used primarily on domestic routes in the United States and on routes in Canada, and in no event shall more than twenty percent (20%) of the Portfolio Railcars (as determined by mileage records and measured annually on a calendar year basis) be used outside the contiguous United States and Canada at the same time.

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

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

(aa) Certain Reports. On or before April 30, 2007 (or December 31, 2006 with respect to clause (iii) below), and on or before each April 30 (or each March 31, June 30, September 30 and December 31, with respect to clause (iii) below) thereafter, Issuer will furnish (or cause the Manager under the Management Agreement to furnish) to the Indenture Trustee, each Series Enhancer and each 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 12 months ending on such December 31 (or since the Initial 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 or a Series Enhancer 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(ii) 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 and (iv) stating that 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.

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(bb) Inspection.

(i) Each Series Enhancer and the Indenture Trustee, 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 the Portfolio Railcars (each such inspection, a “Unit Inspection”), (B) (I) inspect all documents (the “Related Documents”), including, without limitation, all 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 Issuer’s and the Manager’s books, records and databases (which shall include reasonable access to 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 “Book and Records Inspection”) and (C) discuss (I) the affairs, finances and accounts of Issuer (with respect to itself) and the Manager (with respect to itself and 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 Issuer and the Manager, as applicable (the foregoing clauses (I) and (II) a “Company Inspection”) the Unit Inspections, the Related Documents Inspections, the Books and Records Inspections and the Company Inspections described in clauses (A), (B) and (C), collectively, the “Inspections”).

(ii) All Inspections shall be conducted upon reasonable request and notice to Issuer (with respect to itself) and the Manager (with respect to itself and Issuer) and shall (A) be conducted during normal business hours, (B) be subject to Issuer’s and the Manager’s customary security procedures, if any, and (C) not unreasonably disrupt Issuer’s or the Manager’s business.

(iii) Each Series Enhancer and the Indenture Trustee (together with their respective Inspection Representatives) shall have the right to conduct (independent of any inspection rights of any other party) (A) (I) one Unit Inspection per calendar year at the sole cost and expense of Issuer and (II) one Related Documents Inspection, one Books and Records Inspection and one Company Inspection per calendar year in each case at the sole cost and expense of Issuer (including the reasonable legal and accounting fees, costs and expenses incurred by the Series Enhancer or the Indenture Trustee, as applicable, and their respective Inspection Representatives) (each such Inspection described in clauses (I) and (II), an “Ordinary Inspection” and collectively, “Ordinary Inspections”).

(iv) If in connection with or as a result of any Ordinary Inspection, a Series Enhancer determines, in its sole discretion, that an Inspection Issue (as defined below) has occurred, then the Series Enhancer shall have the right to (i) collect from Issuer the costs and expenses of such Ordinary Inspection and (ii) conduct any type and number of additional Inspections from time to time (each, an “Additional Inspection” and collectively, “Additional Inspections”) to confirm satisfactory resolution, in the reasonable business judgment of the Series Enhancer, of any such Inspection Issues

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identified in such Ordinary Inspection or in any Additional Inspection in connection therewith. All such Additional Inspections shall be at the sole cost and expense of Issuer (including the reasonable legal and accounting fees, costs and expenses incurred by a Series Enhancer, and its Inspection Representatives). For the purposes of this subsection “Inspection Issue” means (x) any material misstatement or omission of fact in or with respect to the Portfolio Railcars, the Related Documents or the Company Inspections or (y) a determination, in its reasonable business judgment, by the Series Enhancer that the Related Documents or Books and Records are incomplete or inaccurate in any material respect.

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.

Notwithstanding any of the foregoing, during the occurrence and continuance of an Event of Default, (A) there shall be no limit on the type and number of Inspections that can be undertaken by a Series Enhancer or the Indenture Trustee and their respective Inspection Representatives and (B) all costs and expenses of any Inspection shall be at the sole cost and expense of Issuer (including the reasonable legal and accounting fees, costs and expenses incurred by the Series Enhancer and the Indenture Trustee, together with their respective Inspection Representatives).

(cc) Modifications.

(i) Required Modifications. In the event a Required Modification to a Portfolio Railcar is required, Issuer agrees to make or cause to be made such Required Modification at its own expense; provided , however, that Issuer (or applicable Lessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of the law, rule 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 Issuer or the Indenture Trustee in the Portfolio Railcars, (y) expose Issuer, any Series Enhancer or the Indenture Trustee to criminal sanctions, or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by Issuer under this Master Indenture or any Series Supplement if such violation would reasonably be expected to adversely affect the coverage thereunder; provided , further , that Issuer shall notify (or cause to be notified) each Series Enhancer and the Indenture Trustee thereof, which notice shall also set forth the time period for the making of such Required Modification and Issuer’s or Manager’s reasonable estimate of the cost thereof.

(ii) Optional Modifications. 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, 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

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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 Master Indenture and (B) 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. 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 Master 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 Master 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 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 any 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 Master 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 Master 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 Master 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 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 Issuer, its General Partner and, in the case of any other party to any Operative Agreement, the governing body of such Person, certified in an

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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 Issuer is authorized by its constitutional documents to enter into this Master 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 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 with Section 4.11 hereof 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 Master 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 Master 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 Master 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 Master 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 none of the provisions contained in this Master 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 Issuer or the Administrator under this Master Indenture or any of the Operative Agreements.

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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.

When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(g) or 4.01(h) 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 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 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 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 or in a Series Supplement hereto. 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 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.

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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 Master 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 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 Issuer and the Noteholders holding Equipment Notes of the related Series, 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 of the related Series.

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 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 Issuer. 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 Issuer’s compliance with all conditions and covenants under this Master Indenture (it being understood that for purposes of this Section 6.10, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Master Indenture).

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Section 6.11 Compensation. 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 agreed in writing between 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 6.11 Certain Rights of the Control Party/Requisite Majority.

Each of the Indenture Trustee, each Series Enhancer and, by its acceptance of the Equipment Notes, the Noteholders, hereby agrees that, if the Indenture Trustee shall fail to act as directed by the Control Party (with respect to a particular Series or Class) or 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 Control Party or Requisite Majority, as the case may be, 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 as directed by the Control Party or Requisite Majority when so required to act under any Operative Agreement, then the Indenture Trustee shall, upon the request of the Control Party, or Requisite Majority, as applicable, irrevocably appoint the Control Party or Requisite Majority, and any officer or 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 to all or any of the Series of the Equipment Notes at any time without cause by giving at least sixty (60) days’ prior written notice to 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 as to such Series without cause by an instrument in writing delivered to Issuer, the Manager, the Administrator and the Indenture Trustee being removed. In addition, Issuer may remove the Indenture Trustee as to any of the Series of the Equipment Notes 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 Master Indenture include any successor Indenture Trustee as to all or any of the Series of the Equipment Notes 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 as to any Series of the Equipment Notes under Section 7.01 hereof, Issuer shall promptly appoint a successor Indenture Trustee as to such Series; provided that the Requisite Majority may appoint, within one (1) year after such resignation or removal, a successor Indenture Trustee as to such Series which may be other than the successor Indenture Trustee appointed by Issuer, and such successor Indenture Trustee appointed by Issuer shall be superseded by the successor Indenture Trustee so appointed by the Noteholders. If a successor Indenture Trustee as to any Series of the Equipment Notes 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 as to such Series, the retiring or removed Indenture Trustee, Issuer, the Administrator, the Manager or the Requisite Majority may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee as to such Series. Any successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed 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 as to any Series of the Equipment Notes, however appointed, shall promptly execute and deliver to Issuer, the Manager, the Administrator and the predecessor Indenture Trustee as to such Series 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 as to such Series 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 such Series of the Equipment Notes.

(c) If a successor Indenture Trustee is appointed with respect to one (1) or more (but not all) Series of the Equipment Notes, Issuer, the predecessor Indenture Trustee and each successor Indenture Trustee with respect to each Series of Equipment Notes 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 with respect to the Series of Equipment Notes 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 Master 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 Agencies 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 Master Indenture without further act.

ARTICLE VIII

INDEMNITY

Section 8.01 Indemnity. 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 Master Indenture and its duties under this Master 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 Officers’ Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, Issuer and the Manager and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio, the Rating Agencies, 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 Issuer is prejudiced by such delay. 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 Issuer shall pay the reasonable fees and expenses of such counsel). Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or bad faith.

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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 applicable Series of the Equipment Notes before proceeding to exercise any right or power under this Master 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 Master Indenture or the earlier resignation or removal of the Indenture Trustee.

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 (viii) below, 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 Issuer in this Master Indenture for the benefit of the Holders of all Series then Outstanding, or to surrender any right or power conferred upon Issuer in this Master Indenture;

(ii) to cure any ambiguity, to correct or supplement any provision in this Master Indenture which may be inconsistent with any other provision in this Master Indenture;

(iii) to correct or amplify the description of any property at any time subject to the Encumbrance of this Master 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 Master Indenture, or to subject additional property to the Encumbrance of this Master Indenture;

(iv) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Equipment Notes, as herein set forth, or additional conditions, limitations and restrictions thereafter to be observed by 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.

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(b) Promptly after the execution by Issuer and the Indenture Trustee of any Series Supplement pursuant to this Section, Issuer shall mail to the Holders of all Equipment Notes then Outstanding, each Rating Agency, and each Series Enhancer, a notice setting forth in general terms the substance of such Supplement, together with a copy of the text of such Series Supplement. Any failure of Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

Section 9.02 Supplemental Indentures with the Consent of Noteholders.

(a) With the consent of a Requisite Majority, 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 Master Indenture or of modifying in any manner the rights of the Noteholders under this Master Indenture; provided, however , that no such Supplement shall, without the prior written consent of the beneficial owner of each Outstanding Equipment Note affected thereby and the Control Party for each Series 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 Master 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 Outstanding Equipment Notes required for (x) the consent required for delivery of any Supplement to this Master Indenture, (y) the consent required for any waiver of compliance with certain provisions of this Master Indenture or certain Events of Default hereunder and their consequences as provided for in this Master Indenture or (z) the consent required to waive any payment default on the Equipment Notes;

(iii) modify any provision relating to any Supplement, Series Supplement or this Master Indenture which specifies that such provision cannot be modified or waived without the consent 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 herein;

(vi) modify or alter the provisions of this Master Indenture relating to mandatory prepayments;

(vii) permit the creation of any Encumbrance ranking prior to or on a parity with the Encumbrance of this Master Indenture with respect to any part of the Collateral or terminate the Encumbrance of this Master 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 Master Indenture; or

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(viii) modify any of the provisions of this Master 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, Issuer shall provide a written notice to each Rating Agency and each Series Enhancer setting forth in general terms the substance of any such Supplement.

(b) Notwithstanding the foregoing provisions of this Section 9.02, 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 Manager and as contemplated in the last paragraph of the Granting Clauses hereof, the Requisite Majority shall have the right, in their sole discretion and without the consent of 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 Master Indenture to the extent necessary to effectuate the foregoing.

(c) Promptly after the execution by Issuer and the Indenture Trustee of any Supplement pursuant to this Section, Issuer shall mail to the Administrator, the Holders of the Equipment Notes, each Rating Agency, and each Series Enhancer, 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 Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

Section 9.03 Execution of Series Supplements to Master Indenture.

In executing, or accepting the additional terms created by, a Supplement or Series Supplement permitted by this Article IX or the modification thereby of the terms created by this Master Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Supplement or Series Supplement is authorized or permitted by this Master Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such Supplement or Series Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Master Indenture or otherwise.

Section 9.04 Effect of Series Supplements to Master Indenture.

Upon the execution of any Supplement or Series Supplement under this Article, this Master Indenture shall be modified in accordance therewith, and such Supplement or Series Supplement shall form a part of this Master Indenture for all purposes.

Section 9.05 Reference in Equipment Notes to Supplements.

Equipment Notes authenticated and delivered after the execution of any Supplement or Series Supplement pursuant to this Article may, and shall if required by Issuer, bear a notation in

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form as to any matter provided for in such Supplement or Series Supplement. If Issuer shall so determine, new Equipment Notes so modified as to conform may be prepared and executed by Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Equipment Notes.

Section 9.06 Issuance of Additional Series of Equipment Notes.

Issuer may from time to time issue one or more Additional Series of Equipment Notes pursuant to a Series Supplement executed by Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. Except with respect to Early Amortization Events and Events of Default, the terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series (but in no way may such terms modify or amend the provisions of this Master Indenture relating to Events of Default or Early Amortization Events), and with the consent of the Control Party for any other Series, may amend this Master Indenture as applicable to such other Series, in accordance with the terms of this Master Indenture. The ability of Issuer to issue such Series and the obligation of the Indenture Trustee to authenticate and deliver the Equipment Notes of such Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions:

(a) on or before the twentieth (20^th) Business Day immediately preceding the Series issuance date (unless the parties to be notified agree to a shorter notice period), Issuer shall have given the Indenture Trustee, the Manager, each Series Enhancer, each Rating Agency and each other party entitled thereto pursuant to the relevant Series Supplement notice of the Series and the proposed Series issuance date (it being understood an earlier prior notice, as to the Rating Agencies, may be necessary in order to obtain any necessary Rating Agency Confirmation);

(b) Issuer shall have delivered to the Indenture Trustee the related Series Supplement, in form satisfactory to the Indenture Trustee, executed by Issuer;

(c) Issuer shall have delivered to the Indenture Trustee any related Series Enhancement for such Series (or Class thereof) executed by each of the parties thereto;

(d) Issuer shall have delivered a Rating Agency Confirmation with respect to each Series of Equipment Notes then outstanding and then rated by one or more Rating Agencies and any Policy constituting a Series Enhancement for any such Equipment Notes;

(e) Any issuance of additional Class A Notes must be accompanied by the contribution and/or sale of additional Railcars to Issuer and such contribution and/or sale shall not cause, as its immediate effect, noncompliance with any Concentration Limit;

(f) Issuer shall have delivered to the Indenture Trustee, each Series Enhancer, each Rating Agency and, if required, any Noteholder, any Opinions of Counsel required by the related Series Supplement, including without limitation with respect to true sale, enforceability, non-consolidation and security interest perfection issues;

(g) (1) No Early Amortization Event, Default or Event of Default shall have occurred and be continuing on the applicable Series Issuance Date and all Scheduled Principal

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Payment Amounts on all Equipment Notes shall have been made as of the applicable Series Issuance Date for such Additional Series and (2) Issuer shall have delivered to the Indenture Trustee, each Series Enhancer and each Rating Agency an Officer’s Certificate stating that (i) no Early Amortization Event, Default or Event of Default has occurred and is then continuing (or would reasonably be expected to result from the issuance of such Additional Series), (ii) there is not a substantial likelihood that the issuance of such Additional Series would result in an Early Amortization Event, Default or Event of Default at any time in the future, and (iii) all Scheduled Principal Payment Amounts on the Equipment Notes shall have been made as of the applicable Series Issuance Date for such Additional Series;

(h) such other conditions, consistent with the conditions herein, as shall be specified in the related Series Supplement;

(i) each additional Series (x) if involving the issuance of Class A Notes, will comply with each Class A Issuance Condition with respect to each Series, and if involving the issuance of Class B Notes, will comply with each Class B Issuance Condition with respect to each Series, (y) will have the same Payment Dates as the Series 2006-1 Notes, and (z) will have no other Collateral or cash reserves specific to such Additional Series or Class alone;

(j) any additional Class A Notes issued pursuant to such Additional Series shall have been rated investment grade by S&P or Moody’s without giving effect to any Series Enhancement provided in connection with such Class A Notes;

(k) while any Series of Equipment Notes or Class thereof is outstanding and secured by a Series Enhancement consisting of a Policy, each of the following additional conditions shall be satisfied: (A) if the applicable Additional Series includes Class A Notes, and such Class A Notes, in the aggregate with all other Class A Notes issued after the Initial Closing Date, shall have an initial principal amount that (1) equals or exceeds, or (2) could or would, giving effect to the amortization schedules of the Series 2006-1A Notes and such additional Class A Notes, ever equal or exceed, the Outstanding Principal Balance of the Series 2006-1A Notes, then such Class A Notes will have Series Enhancement constituting a Comparable Policy issued by an Eligible Policy Provider, (B) any Additional Series (or Class thereof) shall constitute Fixed Rate Equipment Notes, (C) no Additional Series or Class thereof shall have a Final Maturity Date that is earlier than the Final Maturity Date for the Series 2006-1A Notes (or any other Series or Class thereof that is enhanced by a Policy issued by the same Policy Provider that secured the Series 2006-1A Notes), (D) except as set forth in clause (E) below, no additional Class B Notes may be issued unless Issuer has received the prior written consent of the Policy Provider that secured the Series 2006-1A Notes, which consent shall not be unreasonably withheld (it being understood that the granting of such consent shall require, among other things, that Issuer shall have delivered to the Policy Provider that secured the Series 2006-1A Notes such financial models and other evidence reasonably satisfactory to the Policy Provider that secured the Series 2006-1A Notes indicating that, after giving effect to the issuance of such new Class B Notes, the 2006-1A Notes will be expected to be repaid in full no later than two (2) years after the date on which the Scheduled Targeted Principal Balance equals zero (0)), and (E) the written consent of the Policy Provider that secured the Series 2006-1A Notes will not be required pursuant to clause (D) above so long as the following conditions are met:

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(i) the applicable additional Class B Notes shall be issued as part of an Additional Series that includes Class A Notes;

(ii) Issuer shall have obtained a Rating Agency Confirmation in respect of all Equipment Notes then enhanced by the Policy Provider that secured the Series 2006-1A Notes, and

(iii) such additional Class B Notes shall have been rated investment grade by S&P or Moody’s without giving effect to any Series Enhancement provided in connection with such Class B Notes.

(l) Issuer shall have delivered to the Indenture Trustee an opinion of counsel nationally recognized in U.S. federal income tax matters to the effect that (A) in the case of an Additional Series including Class A Notes, that (i) such Class of Additional Notes will be classified as debt for U.S. federal income tax purposes and (ii) the issuance of such Class of Additional Notes will not result in either (a) Issuer being treated as an association taxable as a corporation for U.S. federal income tax purposes or (b) holders of outstanding Equipment Notes recognizing income for U.S. federal income tax purposes in amounts, at times or having a character different from the amounts, timing of recognition and character of such income prior to the issuance of such Class of Additional Notes; and (B) in the case of an Additional Series including Class B Notes, that the issuance of such Class of Additional Notes will not result in either (i) Issuer being treated as an association taxable as a corporation for U.S. federal income tax purposes or (ii) holders of outstanding Equipment Notes recognizing income for U.S. federal income tax purposes in amounts, at times or having a character different from the amounts, timing of recognition and character of such income prior to the issuance of such Class of Additional Notes.

(m) Issuer shall have delivered to the Indenture Trustee and each Series Enhancer an officer’s certificate that all of the conditions specified in clauses (a) through (j), as applicable, above have been satisfied.

Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series Supplement and authenticate and deliver the Equipment Notes of such Series.

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 Master 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 and each Series Enhancer, asking whether or not to consent to such amendment, modification or waiver if such Noteholder’s consent is required pursuant to this Master 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 of any Equipment Notes affected thereby;

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provided further, however, that any Event of Default may be waived in accordance with Section 4.04 hereof. The foregoing, however, shall not prevent Issuer from amending any Lease of a Railcar, provided that such amendment is otherwise permitted by this Master 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 modification approved by a Requisite Majority will be binding on all Noteholders.

Issuer shall give each Rating Agency prior notice of any amendment under this Section 10.01 and any amendments of its constitutive documents by Issuer, and, after an amendment under this Section 10.01 becomes effective, Issuer shall mail to the Holders and the Rating Agencies a notice briefly describing such amendment. Any failure of 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 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.

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, or the waiver or authorization of any breach or prospective breach 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 affected thereby and each Noteholder of Equipment Notes ranking senior thereto. 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.

Section 10.04 Execution of Amendments by Indenture Trustee.

In executing, or accepting the additional trusts created by, any amendment or modification to this Master Indenture permitted by this Article X or the modifications thereby of the trusts created by this Master 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 Master 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 Master Indenture or otherwise.

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ARTICLE XI

SUBORDINATION

Section 11.01 Subordination.

(a) Each Noteholder and Service Provider and Series Enhancer agrees that its claims against 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 such Person is also obligated to hold for the benefit of the Senior Claimant any amounts received by such Person which, under the terms of this Master 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.

(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 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 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 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 Issuer or the Indenture Trustee or by any failure by either Issuer or the Indenture Trustee to comply with this Master 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.

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(f) The Noteholders of each Series shall have the right to receive, to the extent necessary to make the required payments with respect to the Equipment Notes of such Series at the times and in the amounts specified in the related Series Supplement, (i) the portion of Collections allocable to Noteholders of such Series pursuant to this Master Indenture and the related Series Supplement, (ii) funds on deposit in the Class A Liquidity Reserve Account or the Class B Liquidity Reserve Account or the Class B Special Reserve Account, as applicable, and in accordance with the terms of this Master Indenture and the related Series Supplement and (iii) funds on deposit in any Series Account or Class Account for such Series. Each Noteholder, by acceptance of its Equipment Notes, (x) acknowledges and agrees that except as expressly provided herein and in a Series Supplement, the Noteholders of a Series shall not have any interest in any Series Account for the benefit of any other Series (to the extent amounts were deposited therein in accordance with the Operative Agreements), and (y) ratifies and confirms the terms of this Master Indenture and the Operative Agreements executed in connection with such Noteholder’s Series. With respect to each Collection Period, Collections on deposit in the Collections Account will be allocated to each Series then Outstanding in accordance with the Flow of Funds and the related Series Supplements.

ARTICLE XII

DISCHARGE OF INDENTURE; DEFEASANCE

Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance.

(a) When (i) 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 3.16(a) hereof and Issuer irrevocably deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon 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 Issuer pays all other sums payable hereunder by Issuer, then this Master Indenture shall, subject to Section 12.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of Issuer accompanied by an Officers’ Certificate and an opinion of counsel, at the cost and expense of Issuer, to the effect that any conditions precedent to a discharge of this Master Indenture have been met.

(a) Subject to Sections 12.01(c) and 12.02, Issuer at any time may terminate (i) all its obligations under the Equipment Notes or any Class or Series of Equipment Notes and this Master 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(c), 4.01(f) (only with respect to Issuer) and 4.01(g) (only with respect to Issuer)) (the “covenant defeasance” option). Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

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If 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 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(c), 4.01(f) and 4.01(g).

Upon satisfaction of the conditions set forth herein and upon request of Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that Issuer terminates.

(c) Notwithstanding clauses (a) and (b) above, 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, Issuer’s obligations in Sections 8.01, 11.04, 11.05 and 13.07 shall survive.

Section 12.02 Conditions to Defeasance.

Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(a) 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 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 Agencies 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 or any class or Series of 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) 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 or any class or Series of 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 (1) above is made and during the 91-day period no Event of Default specified in Section 4.01(g) or (h) with respect to 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 Issuer;

(e) 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;

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(f) in the case of the legal defeasance option, 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 legal 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 legal defeasance had not occurred;

(g) in the case of the covenant defeasance option, 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 covenant 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 covenant defeasance had not occurred;

(h) if the related Equipment Notes are then listed on any securities exchange, 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;

(i) Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02;

(j) 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;

(k) Issuer shall only defease a Series in its entirety, not partially;

(l) If the Series to be defeased has Series Enhancement constituting a Policy, the Policy must be terminated, and the related Series Enhancer shall have been paid all amounts owing to it under its related Enhancement Agreement;

(m) The defeasance shall not have the effect of causing Series enhanced by one or more Policies to no longer constitute, collectively, a Requisite Majority; and

(n) No Class B Notes shall be defeased while there remains any Outstanding Principal Balance in respect of any Class A Notes.

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 Master Indenture to the payment of principal, premium, if any, and interest on the Class or Series of Equipment Notes. Money and securities so held in trust are not subject to Article X hereof.

Section 12.04 Repayment to Issuer.

The Indenture Trustee shall promptly turn over to Issuer upon request any excess money or securities held by it at any time.

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Subject to any applicable abandoned property law, the Indenture Trustee shall pay to 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 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.

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, Issuer’s obligations under this Master 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 Issuer has made any payment of interest on or principal of any Equipment Notes because of the reinstatement of its obligations, 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 Issuer for any reason fails to observe or punctually to perform any of its obligations to the Indenture Trustee, whether under this Master 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 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 Issuer; provided that no exercise or failure to exercise this power by the Indenture Trustee shall in any way prejudice the Indenture Trustee’s other rights under this Master Indenture or any of the other Operative Agreements.

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Section 13.02 Waiver.

Any waiver by any party of any provision of this Master 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 Master 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 Master 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 Master 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 Master Indenture or the application thereof to any party hereto or to any circumstance or in any jurisdiction governing this Master 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 Master 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 Master 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 Issuer, to:

Trinity Rail Leasing V L.P.

2525 Stemmons Freeway

Dallas, TX 75207

    with copies to:

Kaye Scholer LLC

3 First National Plaza, Suite 4100

70 West Madison Street

Chicago, IL 60602

Attention: William Fellerhoff, Esq.

Facsimile: (312) 583-2360

    if to the Administrator, to:

Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Vice President, Leasing Operations

    if to the Indenture Trustee, the Note Registrar or the Paying Agent, to:

Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Facsimile: (302) 636-4140

Telephone: (302) 636-6000

Attention: Corporate Trust Administration Re: Trinity Rail Leasing V

    if to the Manager, to:

Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Vice President, Leasing Operations

    if to the Rating Agencies, to:

Standard & Poor’s

55 Water Street

New York, NY 10041

Attn: Stephen Rooney

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  Moody’s Investors Service, Inc.

ABS Monitoring Department

99 Church Street, 4^th Floor

New York, NY 10007

Facsimile: (212) 298-7139

if to any Series Enhancer, to such Person at the address provided for such Person in the applicable Series Supplement for the Series or Class thereof for which such Person is acting as a Series Enhancer.

A copy of each notice given hereunder to any party hereto shall also be given to each of the other parties hereto, and to each Series Enhancer. Each of Issuer and the Indenture Trustee may, by notice given in accordance herewith to the other party hereto and each Series Enhancer, designate any further or different address to which subsequent Notices shall be sent.

Section 13.05 Assignments.

This Master Indenture shall be a continuing obligation of Issuer and shall (i) be binding upon 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. Issuer may not assign any of its obligations under this Master 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 Master Indenture or any part thereof (whether as a result of the enforcement of the security created under this Master Indenture or pursuant to this Master Indenture or any judgment or order of any court or in the liquidation or dissolution of Issuer or by way of damages for any breach of any obligation to make any payment under or in respect of 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 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 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 Issuer, 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 Issuer distinct from its obligation to discharge the amount which was originally payable by Issuer and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted

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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 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 Master 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 Security 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 Master 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 Master 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 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.

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 Master 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 Master Indenture and agrees not to

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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.

(a) 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 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.

(b) Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Master 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 Master 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 Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and Sections of this Master 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 Master Indenture to be duly executed, all as of the date first written above.

TRINITY RAIL LEASING V L.P.
By	TILX GP V, LLC,
	its General Partner

By:
Name:	Eric Marchetto
Title:	Vice President

WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Indenture Trustee

By:

Name:

Title:

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Annex A to Master 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 Series Supplement pursuant to which such Equipment Note is issued.

“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 Partnership’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 Collateral Support and 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 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.

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“Act” has the meaning, with respect to any Noteholder, given to such term in Section 1.04(a) hereof.

“Additional Class A Notes” means Additional Notes consisting of Class A Notes.

“Additional Class B Notes” means Additional Notes consisting of Class B Notes.

“Additional Concentration Limits” means the limits, if any, set forth in any Series Supplement then in effect.

“Additional Contributions” means any equity contributions made to Issuer by or through its general or limited partner, 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(bb)(iv) hereof.

“Additional Interest” means, with respect to a Series of Equipment Notes or any Class thereof, the amount of interest due and payable in respect of any overdue payments in respect of such Series or Class, as specified in the related Series Supplement.

“Additional Interest Amount” means, with respect to any Series of Equipment Notes or Class thereof, that amount of Additional Interest due and payable on such Series or Class on a Payment Date, including any Additional Interest due and payable on a prior Payment Date that was not paid on such prior Payment Date.

“Additional Notes” means the Equipment Notes evidencing any Additional Series issued by Issuer from time to time subsequent to the Initial Closing Date.

“Additional Railcar” means each Railcar acquired by the Issuer (other than an Initial Railcar) subsequent to the Initial Closing Date in accordance with the conditions set forth in Section 5.03(b) of this Master Indenture.

“Additional Series” means any Series issued by Issuer subsequent to the Initial Closing Date pursuant to a Series Supplement to this Master 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 Initial Closing Date (a “Depreciation Change”), plus (b) the cost of any

A-2

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 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.

“Administrative Services Agreement” means the Administrative Services Agreement, dated as of the Initial Closing Date, among the Administrator, the Indenture Trustee and Issuer, or any replacement administrative services agreement with a replacement Administrator.

“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 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.

“Aggregate Equipment Note Principal Balance” means, as of any date of determination, an amount equal to the sum of the then Outstanding Principal Balance of all Series of Equipment Notes then Outstanding.

“Allocated Principal” means, as of any Payment Date 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 all Equipment Notes of the Issuer as of such Payment Date, and the denominator of which is the aggregate Adjusted Value of the Portfolio Railcars as of such Payment Date.

“Allowed Restructuring” has the meaning given to such term in Section 5.02(f)(i) hereof.

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“Annual Manager Audit” means an annual audit of the activities of the Manager on the basis of agreed procedures.

“Annual Report” has the meaning given to such term in Section 2.13(a) hereof.

“Applicable Class Railcar Advance Rate” means, as of any Payment Date and as determined for, in either case, the Class A Notes or Class B 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 Class A Notes or Class B Notes, as the case may be, of the Issuer as of such Payment Date, and the denominator of which is the aggregate Adjusted Value of the Portfolio Railcars as of such Payment Date.

“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 30 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 Initial 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 approved by a Requisite Majority.

“Asset Transfer Agreement” means the Purchase and Contribution Agreement, dated as of the Initial Closing Date among Issuer, TILC and TRLT-II.

“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 of any Series, any authorized Paying Agent or Note Registrar for the Equipment Notes of such Series.

“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 Master Indenture during the period beginning on the related Determination Date and ending on such Payment Date.

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“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 Account as of any date, the sum of the cash deposits in such account and the value of any Permitted Investments held in such Account as of such date, as determined in accordance with Section 1.02(m) hereof.

“Bankruptcy Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et. seq.

“Beneficial Interest” means, with respect to Issuer, the general and limited partnership interest of the General Partner and the Limited Partner in the Issuer.

“Benefit Plan” of any Person, means, at any time, any employee benefit plan (including a multiemployer plan as defined in Section 4001(a)(3) of ERISA), the funding requirements of which (under Section 302 of ERISA or Section 412 of the Code) are, or at any time within six years immediately preceding the time in question were, in whole or in part, the responsibility of such Person.

“Bill of Sale” has the meaning given such term in the Asset Transfer Agreement.

“Books and Records” has the meaning given to such term in Section 5.04(bb)(i) hereof.

“Books and Records Inspection” has the meaning given to such term in Section 5.04(bb)(i) hereof.

“Book-Entry Notes” means the Regulation S Book-Entry Notes and the 144A Book-Entry Notes.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, Chicago, Illinois, 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.

“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

A-5

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.”

“Class” means with respect to a Series, one or more classes of Equipment Notes of such Series (which class or classes shall be specified by the related Series Supplement) having the same rights to payment as all other Equipment Notes of such class, and which classes shall be designated as either “A” (being the senior class) or “B” (being the subordinate class).

“Class A Equipment Note Purchase Date” has the meaning given to such term in Section 4.12 hereof.

“Class A Interest” means interest payable on the Class A Notes of any Series.

“Class A Interest Rate” has the meaning, with respect to Class A Notes within any particular Series, specified in the applicable Series Supplement.

“Class A Issuance Condition” means with respect to any issuance of Additional Class A Notes and in respect of any Series, the conditions specified as constituting the “Class A Issuance Condition” for such Series in the related Series Supplement.

“Class A Liquidity Reserve Account” has the meaning given to such term in Section 3.01(a) hereof.

“Class A Liquidity Reserve Target Amount” means, as of each Closing Date and Payment Date, an amount equal to six times the interest for the current month on the Outstanding Principal Balances of all Class A Notes as of such date, which Outstanding Principal Balances shall be calculated after giving effect to all Equipment Notes issued on such date and all principal payments made on such date in respect of each Class A Note.

“Class A Minimum Adjustment Fraction” means, for any Class A Notes within a Series and as of any Payment Date, a fraction equal to one minus the sum of the Class A Payment Date Minimum Disposition Fractions for such Payment Date and for all preceding Payment Dates on which such Class A Notes within such Series was outstanding, provided that the Class A Minimum Adjustment Fraction shall not be less than zero.

“Class A Note” means any Equipment Note of the Issuer within a Series that is designated under the related Series Supplement to constitute Class A Notes under the Master Indenture.

“Class A Note Purchaser” has the meaning given to such term in Section 4.12 hereof.

“Class A Payment Date Minimum Disposition Fraction” means for any Payment Date, a fraction, the numerator of which is Applicable Class Railcar Advance Rate as of such Payment Date times the Adjusted Value of the applicable Railcar as to which a Railcar Disposition

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occurred, the proceeds of which were included in the Available Collections Amount on that Payment Date, and the denominator of which is the sum of the Minimum Targeted Principal Balances for all such Class A Notes within such Series on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.18(b), but without giving effect to any adjustment to such Minimum Targeted Principal Balances pursuant to Section 3.18(a) hereof.

“Class A Payment Date Scheduled Disposition Fraction” means for any Payment Date, a fraction, the numerator of which is Applicable Class 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 sum of the Scheduled Targeted Principal Balances for all such Class A Notes within such Series on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.18(b), but without giving effect to any adjustment to such Scheduled Targeted Principal Balances pursuant to Section 3.18(a) hereof.

“Class A Scheduled Adjustment Fraction” means, for any Class A Notes within a Series and as of any Payment Date, a fraction equal to one minus the sum of the Class A Payment Date Scheduled Disposition Fractions for such Payment Date and for all preceding Payment Dates on which such Class A Notes within such Series was outstanding, provided that the Class A Scheduled Adjustment Fraction shall not be less than zero.

“Class Account” has the meaning given to such term in Section 3.01(a) hereof.

“Class B Diversion Interruption Condition” means that, as of any Payment Date for which a Debt Service Coverage Ratio is measured, such Debt Service Coverage Ratio measured for that particular Payment Date was equal to or in excess of the Class B Diversion Threshold.

“Class B Diversion Period” means the period commencing with any Payment Date as of which the Debt Service Coverage Ratio is lower than the Class B Diversion Threshold, and ending on (and including) the sixth consecutive Payment Date as of which the Debt Service Coverage Ratio was equal to or in excess of the Class B Diversion Threshold.

“Class B Diversion Threshold” means 1.09:1.00.

“Class B Interest” means interest payable on the Class B Notes of any Series.

“Class B Interest Rate” has the meaning, with respect to Class B Notes within any particular Series, specified in the applicable Series Supplement.

“Class B Issuance Condition” means with respect to any issuance of Additional Class B Notes and in respect of any Series, the conditions specified as constituting the “Class B Issuance Condition” for such Series in the related Series Supplement.

“Class B Liquidity Reserve Account” has the meaning given to such term in Section 3.01(b).

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“Class B Liquidity Reserve Target Amount” means, as of each Closing Date and Payment Date, an amount determined as provided or specified in the first Series Supplement entered into under the Master Indenture that provides for the issuance of Class of B Notes, which amount shall not be less than an amount equal to six times the interest for the current month on the Outstanding Principal Balances of all Class B Notes as of such date, which Outstanding Principal Balances shall be calculated after giving effect to all Equipment Notes issued on such date and all principal payments made on such date in respect of each Class B Note.

“Class B Minimum Adjustment Fraction” means, for any Class B Notes within a Series and as of any Payment Date, a fraction equal to one minus the sum of the Class B Payment Date Minimum Disposition Fractions for such Payment Date and for all preceding Payment Dates on which such Class B Notes within such Series was outstanding, provided that the Class B Minimum Adjustment Fraction shall not be less than zero.

“Class B Note” means any Equipment Note of the Issuer within a Series that is designated under the related Series Supplement to constitute Class B Notes under the Master Indenture.

“Class B Payment Date Minimum Disposition Fraction” means for any Payment Date, a fraction, the numerator of which is Applicable Class 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 sum of the Minimum Targeted Principal Balances for all such Class B Notes within such Series on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.18(b), but without giving effect to any adjustment to such Minimum Targeted Principal Balances pursuant to Section 3.18(a) hereof.

“Class B Payment Date Scheduled Disposition Fraction” means for any Payment Date, a fraction, the numerator of which is Applicable Class 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 sum of the Scheduled Targeted Principal Balances for all such Class B Notes within such Series on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.18(b), but without giving effect to any adjustment to such Scheduled Targeted Principal Balances pursuant to Section 3.18(a) hereof.

“Class B Scheduled Adjustment Fraction” means, for any Class B Notes within a Series and as of any Payment Date, a fraction equal to one minus the sum of the Class B Payment Date Scheduled Disposition Fractions for such Payment Date and for all preceding Payment Dates on which such Class B Notes within such Series was outstanding, provided that the Class B Scheduled Adjustment Fraction shall not be less than zero.

“Class B Special Reserve Account” has the meaning given to such term in Section 3.01(a).

“Class B Special Reserve Required Balance” means, for any date of determination, an amount equal to (i) so long as a Class B Diversion Period shall not then be continuing, zero, and (ii) if a Class B Diversion Period is then continuing, an amount equal to nine times the interest for the current month based on the Outstanding Principal Balance on such date of all Class B Notes.

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“Clearing Agency Participant” means a Person who has an account with Clearstream.

“Clearstream” means Clearstream Banking, a French société anonyme.

“Closing Date” means in the case of (i) the Initial Equipment Notes, the Initial Closing Date, (ii) any Additional Notes, the relevant Series Issuance Date of such Equipment Notes.

“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 notice delivered by all of the Specified Series Enhancers (other than Defaulting Series Enhancers) or, if no Series Enhancement consisting of a Policy is in effect (other than Policies in respect of which a Policy Provider Default has occurred and is continuing), then a written notice delivered by Control Parties representing more that 50% of the Outstanding Principal Balance of the Senior Class, in each case directing the Indenture Trustee to sell the Portfolio Railcars in accordance with Section 4.02(b).

“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 in respect of a Series, the period commencing on the Series Issuance Date and ending on the last day of the first full calendar month following such Series Issuance 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 Issuer, including, but not limited to, (i) Lease Payments, (ii) amounts withdrawn under any Security Deposit or other assurance in respect of a Lessee’s obligations under a Lease, (iii) amounts received in respect of claims for damages or in respect of any breach of contract for nonpayment of any of the foregoing, (iv) the Net Disposition Proceeds of any Railcar Disposition (except for any portion of such Net Disposition Proceeds that Issuer shall direct to be deposited into either the Mandatory Replacement Account or the Optional Reinvestment Account), (v) amounts transferred from the Mandatory Replacement Account or Optional Reinvestment Account due to a failure to acquire or fund an Additional Railcar or Optional or Required Modifications within the Replacement Period; (vi) investment income, if any, on all amounts on deposit in the Accounts, (vii) any proceeds or other payments received under the Related Documents, and (viii) any other amounts received by Issuer, but not including any funds to be applied in connection with a Redemption and other amounts required to be paid over to any third party pursuant to any Related Document.

“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(bb)(i) hereof.

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“Comparable Policy” means a Series Enhancement with respect to an Additional Series (or Class thereof) constituting a financial guaranty insurance policy, with enhancement provided in a manner substantially similar to that provided to the Series 2006-1A Notes by the Series 2006-1 Policy including as to the payment of principal only on the Final Maturity Date.

“Concentration Limits” means, collectively the Mexico Concentration Restriction, the Customer Concentration Limitation, the Railcar Type Concentration Limits and the Additional Concentration Limits (if any).

“Control Party” means in respect of any Series of Equipment Notes, unless otherwise provided in the Series Supplement related to such Series, Holders representing more than fifty percent (50%) of the then aggregate Outstanding Principal Balance of the most senior Class of Outstanding Equipment Notes within such Series.

“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 date hereof, shall be Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration Re: Trinity Rail Leasing V, 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 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 15% of the aggregate Adjusted Value of the Portfolio Railcars on such date, and (b) that, 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 10% of the aggregate Adjusted Value of the Portfolio Railcars on such date.

“Customer Payment Account” means the account of the same name described in the Account Administration Agreement.

“Customer Payments” has the meaning set forth in the Account Administration Agreement.

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“Debt Service Coverage Ratio” of the Issuer means, with respect to any Payment Date, the ratio of (i) the sum of the Collections deposited into the Collections Account for each of the six consecutive Collection Periods (after the initial Collection Period hereunder) ending on the last day of the calendar month immediately preceding such Payment Date, minus the sum of (x) the amount actually deposited into the Expense Account during the six preceding Collection Periods and (y) the Service Provider Fees, for each of such six consecutive Collection Periods, to (ii) the sum of the (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 aggregate of the Scheduled Targeted Principal Balances applicable to the Equipment Notes for such Payment Date, and (B) the aggregate amount of interest on the Equipment Notes 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.

“Defaulting Series Enhancer” means any Specified Series Enhancer that has issued a Policy with respect to which a Policy Provider Default shall have occurred and be continuing.

“Default Notice” has the meaning given to such term in Section 4.02(a) hereof.

“Definitive Note” means a note issued in definitive form pursuant to the terms and conditions of this Master Indenture and the related Series Supplement, 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 a Definitive Note inscribed thereon and with such changes therein and such additional information as may be specified in the Series Supplement pursuant to which such Equipment Note is issued.

“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 Initial Closing Date and each Series Issuance Date on which any such transfer occurs.

“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.

“Disposition Proceeds” means, with respect to any Railcar Disposition, an amount equal to the Net Disposition Proceeds realized therefrom.

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“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.

“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 a Requisite Majority:

(a) A Manager Termination Event has occurred;

(b) the Issuer’s 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 Issuer’s Debt Service Coverage Ratio at least equals 1.05 to 1.00; and

(c) as of any Payment Date that occurs on or after the ninth Payment Date following the date of issuance of the most recently issued Series, the Outstanding Principal Balance of all Equipment Notes exceeds the product of (i) the Adjusted Value of the Portfolio Railcars (plus any amounts then on deposit in the Optional Reinvestment Account or the Mandatory Replacement Account), and (ii) the ratio (expressed as a percentage) of (x) the sum of the initial aggregate principal amount of the Initial Equipment Notes and the initial aggregate principal amount of all Equipment Notes issued on each other Closing Date subsequent to the Initial Closing Date to (y) the sum of the Initial Appraised Values of all Portfolio Railcars then owned by Issuer.

“Eligibility Requirements” has the meaning given to such term in Section 2.03(b) hereof.

“Eligible Institution” means (a) 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 each Rating Agency is not less than A (or the equivalent) and whose deposits are insured by the Federal Deposit Insurance Corporation or (b) 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 from each Rating Agency of not less than A (or the equivalent) or a short-term unsecured debt rating of P-1 by Moody’s and A-1 by S&P.

“Eligible Policy Provider” means a nationally recognized provider of financial guaranty insurance policies that has a financial strength rating from (x) S&P of not less than AAA and (y) Moodys of not less than Aaa.

“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.

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“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.

“Enhancement Agreement” means, any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding, including with respect to the Policy Provider for the Series 2006-1A Notes, the related Policy Provider Documents.

“Enhancement Premium” means the amounts specified as such with respect to a Series Enhancement in the applicable Series Supplement. When used in the Flow of Funds, references to the “applicable” Enhancement Premium mean the Enhancement Premium specified in the related Series Supplement to be payable at that corresponding priority level in the Flow of Funds.

“Enhancement Prepayment Premium” means the amounts specified as such with respect to a Series Enhancement in the applicable Series Supplement.

“Enhancement Step Up Premium Amount” means the amounts specified as such with respect to a Series Enhancement in the applicable Series Supplement.

“Equipment Note” means any one of the promissory notes executed by Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form attached to the related Series Supplement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Euroclear” means Euroclear Bank S.N./N.V., as operator of the Euroclear System.

“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 (40 ^th ) day after the later of (a) the applicable Closing Date and (b) the completion of the distribution of the related Series of 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 Initial Closing Date in respect of any Railcar being conveyed to the Issuer on such date, together with any automatic 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.

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“Final Maturity Date” means, with respect to a Series (or Class thereof), the date set forth in the related Series Supplement on or prior to which the Outstanding Principal Balance of, and accrued interest on, all Equipment Notes of such Series or Class, as applicable, are required to have been repaid in full.

“Final Principal Payment Shortfall” has the meaning given to such term in Section 3.12(d)(vi) hereof.

“Fitch” means Fitch, Inc., and any successor thereto, or, if such corporation or its successor shall for any reason no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized rating agency designated by Issuer.

“Fixed Rate Equipment Note” means any Equipment Note having a Stated Rate that is a fixed percentage.

“Floating Rate Equipment Note” means any Equipment Note having a Stated Rate that varies with a specified index, such as LIBOR.

“Flow of Funds” means the provisions of the Master Indenture applicable to the allocation and distribution of the Available Collections Amount set forth in Sections 3.13(a), (b) or (c) hereof, as applicable.

“Form of Full Service Lease” means the form of master railcar lease agreement attached as Exhibit H to the Master Indenture.

“Form of Net Lease” means the form of master railcar lease agreement attached as Exhibit I to the Master 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.

“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 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.

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“General Partner” means TILX GP V, LLC, a Delaware limited liability company, as sole general partner of the Issuer.

“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.

“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.

“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 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.

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“Indemnified Expenses” has the meaning assigned thereto in Section 5 of the Administrative Services Agreement.

“Indenture Account” means each of the Collections Account, the Expense Account, the Mandatory Replacement Account, the Optional Reinvestment Account, each Series Account (including Class Accounts within the Series Accounts), the Class A Liquidity Reserve Account, the Class B Liquidity Reserve Account, the Class B Special Reserve Account, any Redemption/Defeasance Account and any sub-accounts and ledger and sub-ledger accounts maintained therein in accordance with this Master Indenture.

“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 Master Indenture and the other Related Documents to which it is a party.

“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 Closing Date” means May 24, 2006.

“Initial Equipment Notes” means the Equipment Notes of the Issuer designated “Series 2006-1” issued on the Initial Closing Date.

“Initial Purchaser” has the meaning given such term in the applicable Series Supplement.

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“Initial Railcar” means each of the Portfolio Railcars identified on Schedule 4 hereto that has been, or will be, acquired by Issuer on the Initial Closing Date pursuant to the Asset Transfer Agreement.

“Inspection” has the meaning given to such term in Section 5.04(bb)(i) hereof.

“Inspection Issuer” has the meaning given to such term in Section 5.04(bb)(iv) hereof.

“Inspection Representative” has the meaning given to such term in Section 5.04(bb)(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.

“Instruments” means all “instruments” as defined in Article 9 of the UCC.

“Insurance Agreement” means the Insurance Agreement, dated as of May 24, 2006, between the Issuer and TILC.

“Insurance Manager” has the meaning assigned thereto in the Insurance Agreement.

“Insurance Manager Default” has the meaning assigned thereto in Section 6.2 of the Insurance Agreement.

“Insurance Services Standard” has the meaning assigned thereto in Section 3.1(a) of the Insurance Agreement.

“Interchange Rules” has the interchange rules or supplements thereto of the AAR, as the same may be in effect from time to time.

“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.

“Interest Accrual Period” means, except as may be otherwise provided in the related Series Supplement for a Series of Equipment Notes, 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 Initial Closing Date and end on (but exclude) the first Payment Date occurring after the Initial Closing Date.

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“Investment Letter” means a letter substantially in the form of Exhibit D attached hereto.

“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).

“Issuance Date” with respect to any Series of Equipment Notes means the applicable Series Issuance Date.

“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 each Series of the Initial Equipment Notes or any Additional Series, as specified in the related Series Supplement for each Series.

“Issuer” has the meaning assigned in the preamble to the Master Indenture.

“Issuer Documents” means the Master Indenture, any Series Supplement thereto, each Lease relating to a Portfolio Railcar (whether entered into by Issuer, by the Manager as agent for Issuer or otherwise), the Insurance Agreement, the Policy Provider Documents for each Series or Class of Equipment Notes as to which a Policy Provider has issued Series Enhancement, the Management Agreement, the Account Administration Agreement, the Administrative Services 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 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 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’ and trustees’ fees and expenses, including fees and expenses of the independent managers for the General Partner and Limited Partner; (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 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 5.2(o) hereof.

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“Issuer Group Member” means any of the Issuer, Trinity, TILC, TRLTII or any Affiliate of any of them.

“Law” means (a) any constitution, treaty, statute, law, regulation, order, rule or directive of any Government 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, including payments credited due 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).

“Limited Partner” means TILX LP V, LLC, a Delaware limited liability company, as sole limited partner of the Issuer.

“Management Agreement” means the Railroad Car Management, Operation, Maintenance, Servicing and Remarketing Agreement dated as of May 24, 2006 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 as designated 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 Default” has the meaning set forth in Section 8.2 of the Management Agreement.

“Manager’s Fleet” means the TILC Fleet as of the Initial 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.

“Mandatory Replacement Account” has the meaning given to such term in Section 3.01(a) hereof.

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“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.

“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

“Marks Company” means Trinity Marks Company, a Delaware business 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, with respect to any Additional Series, the related Supplement to the Marks Company Trust Agreement, substantially in the form of the Marks Company Trust Supplement 2006-1.

“Marks Company Trust Supplement 2006-1” means the Supplement 2006-1 to the Marks Company Trust Agreement, dated as of May 24, 2006, 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.

“Master Indenture” has the meaning set forth in the preamble hereof.

“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 conditions described in clause (a) and (b) of the proviso to the definition of Permitted Lessee, collectively.

“Minimum Principal Payment Amount” means, for each Class of Equipment Notes within a Series and for any Payment Date, the excess, if any, of (x) the sum of the then Outstanding Principal Balance of all Equipment Notes of such Class over (y) the Minimum Targeted Principal Balance of such Class for such Payment Date.

“Minimum Targeted Principal Balance” means, for each Class of Equipment Notes within a Series and for any Payment Date, the amount identified as such for that Class in the related Series Supplement, as it may be adjusted from time to time in accordance Section 3.18 of the Master Indenture.

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“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.

“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 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 a Series of Equipment Notes, the aggregate amount of cash received by 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, (a) with respect to a Class A Note, the form of Equipment Note attached hereto as Exhibit A, with such changes therein and such additional information as may be provided in the Series Supplement under which such Class A Note is issued, and (b) with respect to a Class B Note, the form of Equipment Note attached hereto as Exhibit B, with such changes therein and such additional information as may be provided in the Series Supplement under which such Class B Note is issued.

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“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.

“Noteholder Indemnified Amounts” means, in respect of any Series of Equipment Notes, all amounts due to the Holders thereof for indemnification payments, as and to the extent specified in the Series Supplement that establishes such Series of Equipment Notes.

“Note Registrar” has the meaning given to such term in Section 2.03(a) hereof.

“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 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 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, Enhancement Agreements, the Equipment Notes, the Master Indenture, the Series Supplements, each Officer’s Certificate of 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 Agreements, the Management Agreement, the Insurance Agreement, the Administrative Services 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 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(cc)(ii) hereof.

“Optional Redemption” means, with respect to any Class within a Series of Equipment Notes, a voluntary prepayment by Issuer of all or a portion of the Outstanding Principal Balance of such Series or Class in accordance with the terms of the Master Indenture and the applicable Series Supplement.

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“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 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; and (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.

“Ordinary Inspection” has the meaning given to such term in Section 5.04(bb)(iii) hereof.

“Outstanding” means with respect to the Equipment Notes of any Series at any time, all Equipment Notes of such Series theretofore 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 applicable Series 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 Master 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 Issuer); and (iv) for the limited purposes described in Section 1.04(c), any Equipment Note held by Issuer or any other Issuer Group Member. Notwithstanding the foregoing, any Equipment Note with respect to which any portion of principal of or interest thereon has been paid by a Series Enhancer pursuant to an Enhancement Agreement shall be deemed to be Outstanding for all purposes of the Operative Agreements until the applicable Series Enhancer has been reimbursed in full therefor in accordance with the related Enhancement Agreement.

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“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, all Equipment Notes and (ii) all other amounts owing from time to time to Noteholders, Series Enhancers or to any other Person under the Operative Agreements, including without limitation any amounts (including reimbursement amounts) owed to any Series Enhancer under any Enhancement Agreement or other Policy Provider Document.

“Outstanding Principal Balance” means, with respect to any Outstanding Equipment Notes, the sum of (a) the total principal balance of such Outstanding Equipment Notes unpaid and outstanding at any time and (b) any portion of the principal of such Equipment Notes that shall have been paid by a Series Enhancer pursuant to an Enhancement Agreement, to the extent such Series Enhancer shall not have been reimbursed therefor in accordance with the related Enhancement Agreement.

“Owners” means the holders of the Beneficial Interest, that is, the General Partner and the Limited Partner.

“Part” means any and all parts, avionics, 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.

“Parent Undertaking Agreement” means the Parent Undertaking Agreement from Trinity in favor of the Indenture Trustee and the Policy Provider, dated May 24, 2006.

“Partnership Agreement” means that certain Limited Partnership Agreement of the Issuer, dated as of May 10, 2006, between the General Partner and the Limited Partner.

“Partnership Default” has the meaning assigned thereto in Section 8.4 of the Management Agreement.

“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 14^th calendar day of each month, commencing on June 14, 2006; 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 3.12(e) hereof.

“Payment Intangible” means all “payment intangibles” as defined in Article 9 of the UCC.

“Permitted Discretionary Sale” means the sale of a Portfolio Railcar by the Issuer pursuant to and in accordance with Section 5.03 of the Master Indenture.

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“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 Master 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 thereof; 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)(iii) hereof.

“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-1+ 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

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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;

(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 similar to Article 6 in the Form of Net Lease or Article 4 in the Form of 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 Initial Closing Date which does not contain such a provision.

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“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;

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, (a) 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, and (b) such percentage does not exceed 15%, in respect of Lessees described in clause (a) whose long term senior unsecured debt is not rated by a Rating Agency or rated by any Rating Agency below BBB- or Baa3, as determined by S&P and Moody’s, as applicable.

“Permitted Purchase Option” has the meaning given such term in Section 5.01(z) of the Master 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)(ii)(3) 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.

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“Policy” means, as the context may require, (a) the financial guaranty insurance policy issued by Ambac Assurance Corporation in respect of the Series 2006-1 Notes on the Initial Closing Date, or (b) a Comparable Policy.

“Policy Provider” means (a) Ambac Assurance Corporation and its successors and permitted assigns, as Series Enhancer and Policy Provider under the Series 2006-1 Supplement, and (b) where the context may require, a Series Enhancer for a Series of Additional Notes (or Class thereof) where the Series Enhancement so provided constitutes a Comparable Policy.

“Policy Provider Default” means the occurrence and continuance of any of the following events with respect to a Policy: (a) the Policy Provider shall have failed to pay any “Insured Amount” or comparable obligation as described or defined therein, required under the Policy in accordance with its terms; (b) the Policy Provider shall have (i) filed a petition or commenced any case or proceeding under any provision or chapter of the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) made a general assignment for the benefit of its creditors, or (iii) had an order for relief entered against it under the Bankruptcy Code or any other similar federal or state law relating to insolvency, bankruptcy, rehabilitation, liquidation or reorganization; or (c) a court of competent jurisdiction, the applicable state insurance department or other competent regulatory authority shall have entered a judgment or decree (i) appointing a custodian, trustee, agent or receiver for the Policy Provider or for all or any material portion of its property or (ii) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Policy Provider (or the taking of possession of all or any material portion of the property of the Policy Provider).

“Policy Provider Documents” has the meaning given such term in the applicable Series Supplement for the Series or Class thereof as to which the related Policy Provider has issued a Series Enhancement.

“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 Issuer that are subject to the Security Interest granted pursuant to the Master Indenture.

“Precedent Lease” has the meaning given to such term in Section 5.03(d)(ii) hereof.

“Principal Terms” means, with respect to any Series, all of the following information: (i) the name or designation of such Series and the Classes of Equipment Notes to constitute such Series; (ii) the initial principal amount of the Equipment Notes to be issued for such Series (or method for calculating such amount); (iii) the interest rate to be paid with respect to each Class of Equipment Notes for such Series; (iv) the Payment Date and the date or dates from which interest shall accrue and on which principal is scheduled to be paid; (v) the designation of any Series Accounts and the terms governing the operation of any such Series Accounts; (vi) the terms of any form of Series Enhancement with respect thereto; (vii) the Final Maturity Date for the Series; (viii) the Control Party with respect to such Series; (ix) the Scheduled Principal Payment Amounts and the Minimum Principal Payment Amounts for each Class of Equipment Notes within such Series, (x) the designation of such Series or the Classes therein as Class A Notes or Class B Notes, and (xi) any other terms of such Series.

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“Private Placement Legend” means the legend initially set forth on the Equipment Notes in the form set forth in Section 2.02 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.

“Pro Forma Lease” has the meaning given to such term in Section 5.03(d) hereof.

“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 12 Collection Periods.

“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 Option Notice” has the meaning given to such term in Section 4.12.

“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 Acquisition Agreement or 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.

“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).

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“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Railcar” means an item of railroad rolling stock, including any autorack, 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 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.

“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 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.

“Railcar Type Concentration Limits” means the limits, based on the number of the applicable Portfolio Railcars within a particular type, as measured against the aggregate Adjusted Value of the Portfolio Railcars, set forth in Exhibit E of the Master Indenture and measured as of any particular date of determination. It is understood that the categories for Railcar types set forth on such Exhibit E are, as to any particular Railcar, determined by the Issuer in consultation with the Manager based on the most recent available information that the Issuer or Manager has as to the use of such Railcar by a Lessee, and such information may not reflect any change in or additional usage to which a particular Railcar has been subjected by a Lessee, which usages or types of usages are generally not within the Issuer’s or the Manager’s control or necessarily subjected to any regular or periodic monitoring by the Issuer or the Manager.

“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, with respect to any Series of Equipment Notes, the nationally recognized statistical rating organization selected by Issuer to issue a rating with respect to such Series of Equipment Notes or Class thereof as specified in the applicable Series Supplement; provided that such organizations shall only be deemed to be a Rating Agency for purposes of the Master Indenture with respect to Equipment Notes they are then rating, as specified in the related Series Supplement.

“Rating Agency Confirmation” means, with respect to any action or omission specified herein for which a Rating Agency Confirmation is required, both (x) a prior written confirmation from each Rating Agency then maintaining a rating on any Series of Equipment Notes (or Class thereof) then Outstanding that such action or omission in and of itself will not result in a lowering, qualification or withdrawal of the then current ratings on any such Series or Class and

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(y) in the case of a Series or Class benefiting from any Series Enhancement consisting of a Policy, a prior written confirmation from each Rating Agency that issued to the applicable Series Enhancer an underlying rating for such Series or Class with respect to the risk secured by such Series Enhancement, that such action or omission in and of itself will not result in a lowering, qualification or withdrawal of the then current underlying rating with respect to such risk.

“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” means an Optional Redemption.

“Redemption/Defeasance Account” means an account established by the Master Indenture Trustee pursuant to Section 3.10 hereof.

“Redemption Date” means the date, which shall in each case be a Payment Date (unless constituting a Refinancing), on which Equipment Notes of any Series are redeemed in whole or in part pursuant to a Redemption.

“Redemption Fraction” has the meaning given to such term in Section 3.18(b) hereof.

“Redemption Notice” means, a notice sent by the Indenture Trustee to each Holder of the Series of Equipment Notes or Class thereof to be redeemed, as described in Section 3.16(d) hereof.

“Redemption Premium” means, with respect to the principal amount of any Equipment Note 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 scheduled amortization, from the prepayment date to the fifteenth anniversary of the Issuance Date of such Equipment Note, discounted monthly on the day of each month 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 such Equipment Note, based upon such scheduled amortization, plus any accrued but unpaid interest thereon by (b) a fraction, the numerator of which shall be the aggregate Outstanding Principal Balance of such Equipment Note to be prepaid on such Redemption Date and the denominator of which shall be the aggregate Outstanding Principal Balance of such Equipment Note; provided that the Outstanding Principal Balance of such Equipment Note for the purpose of clause (a)(ii) and (b) of this definition shall be determined after deducting the principal installment, if any, due on such Redemption Date.

“Redemption Price” means, with respect to any Series of Equipment Notes or Class thereof that will be the subject of a Redemption, an amount (determined as of the Determination Date for the Redemption Date for any Redemption) equal to, unless otherwise specified in the related Series Supplement, the Outstanding Principal Balance of the Series or Class of Equipment Notes being repaid together with all accrued and unpaid interest thereon and, if specified in the related Series Supplement, a Redemption Premium.

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“Refinancing” means the issuance of an Additional Series of Equipment Notes for the purpose of an Optional Redemption of all, and not less than all, of an outstanding Series of Equipment Notes.

“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 for a Regulation S Temporary Book-Entry Note inscribed thereon and with such changes therein and such additional information as may be specified in the Series Supplement pursuant to which such Equipment Note is issued.

“Reimbursable Services” has the meaning assigned thereto in Section 5.4 of the Management Agreement.

“Related Documents” means the Service Provider Agreements, any Acquisition Agreement, each Enhancement Agreement, this Master Indenture, the Equipment Notes, each Series Supplement and the Security Documents, together with all certificates, documents and instruments delivered pursuant to any of the foregoing.

“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 Document” has the meaning given to such term in Section 5.04(bb)(i) hereof.

“Relative Document Inspection” has the meaning given to such term in Section 5.04(bb)(i) hereof.

“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 3.12(a) through (e).

“Remaining Weighted Average Life” means, with respect to any date of prepayment or any date of determination of any Equipment Note, the number of days equal to the quotient obtained by dividing (a) the sum of the products obtained by multiplying (i) the Outstanding Principal Balance of such Equipment Note for each Payment Date in accordance with the Scheduled Targeted Principal Balance (in the case of a prepayment date, from the prepayment

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date to the first Payment Date occurring on or immediately following the fifteenth anniversary of the related Issuance 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 such Equipment Note.

“Renewal Lease” has the meaning given to such term in Section 5.03(d) hereof.

“Replacement Exchange” means the acquisition by Issuer of one or more Qualifying Replacement Railcars with all or a portion of the 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.

“Replacement Period” means, with respect to the Issuer’s use of all or any portion of Disposition Proceeds as permitted in accordance with this Master Indenture, the period beginning on the date of such Railcar Disposition and ending on the earlier of (i) the 180 ^th day after the date of the Issuer’s receipt of all 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 3.12(a).

“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.

“Required Transition Expense Amount” means (i) at any time that the rating of the long-term Dollar denominated unsecured debt obligations of Trinity Industries, Inc. is below BB- by S&P or below Ba3 by Moody’s, $500,000 (provided that such amount shall be reduced to $250,000 after the appointment of a back-up Manager meeting the requirements of a “Successor Manager” as set forth in Section 8.6 of the Management Agreement) and (ii) at any time that such rating is BB- by S&P and Ba3 by Moody’s or above, $0.

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“Requisite Majority” means, with respect to any proposed action to be taken pursuant to the terms of this Master Indenture or any other Operative Agreement, that such action shall have been approved or directed by: (a) at any time a Policy (other than during the continuance of a Policy Provider Default with respect to such Policy) is then in effect with respect to any Class A Notes, Specified Series Enhancers (other than Defaulting Series Enhancers) representing more than fifty percent (50%) of the Outstanding Principal Balance of all Series of Class A Notes then enhanced by a Policy (excluding any such Outstanding Principal Balance with respect to any such Series enhanced by a Policy with respect to which a Policy Provider Default shall have occurred and be continuing), and (b) at any time other than as described in clause (a), Control Parties representing more than fifty percent (50%) of the sum of the then Outstanding Principal Balance of the Senior Class, provided that, in making such a determination under either clause (a) or clause (b), each Specified Series Enhancer or Control Party, as the case may be, shall be deemed to have voted the entire Outstanding Principal Balance of the related Senior Class for which it is the Specified Series Enhancer or Control Party in favor of, or in opposition to, such proposed action, as the case may be.

“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 Insurance 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, a division of The McGraw-Hill Companies, Inc. 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 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 Principal Payment Amount” means, for each Series of Equipment Notes or Class thereof on any Payment Date, the excess, if any, of (x) the sum of the then Outstanding Principal Balance of all Equipment Notes of such Series or Class (after giving effect to any payment of the Minimum Principal Payment Amount for such Series or Class of Equipment Notes actually paid on such Payment Date, over (y) the Scheduled Targeted Principal Balance for such Series or Class for such Payment Date.

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“Scheduled Targeted Principal Balance” means, for each Class of Equipment Notes within a Series and for any Payment Date, the amount identified as such for that Class in the related Series Supplement, as it may be adjusted from time to time in accordance with Section 3.18 of the Master 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 and the Series Enhancers.

“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 Act” means the Securities Act of 1933, as amended.

“Securities Accounts” means all “securities accounts” as defined in Article 9 of the UCC.

“Securities Entitlements” means all “security entitlements” as defined in Article 9 of the UCC.

“Security Documents” means this Agreement [and each other agreement that creates a Security Interest in favor of the Secured Parties].

“Security Interests” means the security interests and other Encumbrances granted or expressed to be granted in the Collateral pursuant to the Master 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.

“Senior Class” means (a) initially, all Equipment Notes constituting Class A Notes then Outstanding, and (b) upon and after the occurrence of both (x) the payment in full of the Outstanding Principal Balance of all Class A Notes, all accrued interest thereon and any other Outstanding Obligations with respect to the Class A Notes, and (y) the termination of all Policies enhancing any Class A Notes, all Equipment Notes constituting Class B Notes then Outstanding.

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“Series” means any series of Equipment Notes established pursuant to a Series Supplement.

“Series Account” has the meaning given to such term in Section 3.01(a) hereof.

“Series Allocation Rules” has the meaning given to such term in Section 3.14(c) hereof.

“Series Enhancement” means the rights and benefits provided to the Noteholders of any Series pursuant to any letter of credit, surety bond, financial guaranty insurance policy, insurance agreement, cash collateral or reserve account, spread account, guaranteed rate agreement, maturity liquidity facility or other similar arrangement. The subordination of any Class of Equipment Notes to that of another Class shall not be deemed to be a Series Enhancement.

“Series Enhancer” means, for each Series, the Person as set forth in the related Series Supplement then providing any Series Enhancement.

“Series Enhancer Expenses” means, with respect to any Series Enhancer, all amounts payable by the Issuer under the applicable Enhancement Agreements (including without limitation, to the extent payable by the Issuer under the applicable Enhancement Agreements, (i) costs and expenses of such Series Enhancer, (ii) legal fees, auditors’ fees and disbursements and similar fees payable by the Issuer, (iii) amounts payable in connection with any indemnification provisions set forth in the applicable Enhancement Agreements, (iv) interest on any payments made by such Series Enhancer pursuant to the applicable Enhancement Agreements and (v) interest on any of the foregoing amounts not paid when due pursuant to the applicable Enhancement Agreements), but specifically excluding (x) all payments made by such Series Enhancer pursuant to the applicable Enhancement Agreements and (y) all Enhancement Premium, Enhancement Prepayment Premium and Enhancement Step Up Premium Amount.

“Series Issuance Date” means, with respect to any Series, the date on which the Equipment Notes of such Series are issued in accordance with the provisions of Section 9.06 of this Master Indenture and the related Series Supplement.

“Series Supplement” means any supplement to this Master Indenture which sets forth the Principal Terms and other terms and conditions of the Series of Equipment Notes issued thereunder.

“Series 2006-1 Notes” means the Equipment Notes issued pursuant to the Series 2006-1 Supplement.

“Series 2006-1 Policy” means the financial guaranty insurance policy issued on the Initial Closing Date by the Policy Provider, as described in the Series 2006-1 Supplement.

“Series 2006-1 Supplement” means the Series Supplement, dated as of the Initial Closing Date, with respect to the Series 2006-1 Notes.

“Services Standard” has the meaning assigned thereto in Section 3.1 of the Management Agreement.

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“Service Provider” means each of or all of (as the context may require) the Manager, the Insurance Manager, the 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 Master 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 Related Documents), including, without limitation, the Indenture Trustee Fees due to the Indenture Trustee hereunder, but excluding any such amounts that constitute Operating Expenses.

“Servicing Agreement” means the Marks Servicing Agreement.

“Sold Railcars” has the meaning given to such term in Section 5.03(a)(iii)(D) hereof.

“Specified Provisions” mean any of the following provisions: (a) the definition of “Flow of Funds”, any provision described in such definition or any defined term referred to in any such provision, if and to the extent the effect of any amendment, modification, waiver or consent in respect of any such provision or defined term referred to therein changes the priorities of payments that are owing to any Series Enhancer or in respect of any Class A Notes, (b) the definition of “Series Allocation Rules” or any provision described in such definition, (c) the definitions of “Adjusted Value”, “Class A Issuance Condition”, “Class B Issuance Condition”, “Early Amortization Event”, “Rating Agency Confirmation”, “Requisite Majority” or “Specified Series Enhancers”, (d) Section 3.14 [Allocation Rules] , Section 4.01 [Events of Default] , Section 4.04 [Waiver of Existing Defaults] , Section 5.01(z) [Purchase Options ], Section 5.01(bb) [Concentration Limits] , Section 5.02(a) [No Release of Obligations] , Section 5.02(c) [Indebtedness] , Section 5.02(o) [Ratings on Equipment Notes] , Section 5.02(p) [Separate Entity Characteristics] , Section 5.03 [Portfolio Covenants] , Section 5.04(o) [Restriction on Amendments to Assigned Agreements and Certain Other Actions] , Section 5.04(r) [Organizational Documents] , Section 5.04(bb) [Inspection] , Section 6.11 [Certain Rights of the Control Party/Requisite Majority] or Section 9.06 [Issuance of Additional Equipment Notes] hereof, (e) the definition of “Manager Replacement Event,”, “Manager Termination Event” or “Manager Default” or Sections 8.2, 8.3, 8.5 or 8.6 of the Management Agreement, (f) the Account Administration Agreement or (g) this definition of “Specified Provisions”.

“Specified Series Enhancers” means, collectively, as of any date of determination, each Eligible Policy Provider that shall have provided Series Enhancement in respect of Outstanding Class A Notes pursuant to a Policy.

“Stated Interest” means, with respect to any Equipment Note, the amount of interest payable on such Equipment Note at the Stated Rate set forth in the related Series Supplement.

“Stated Interest Amount” means, with respect to any Series of Equipment Notes, that amount of Stated Interest due and payable on such Series of Equipment Notes (or Class thereof) on a Payment Date, including any Stated Interest due and payable on a prior Payment Date that was not paid on such Payment Date.

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“Stated Interest Shortfall” has the meaning given to such term in Section 3.12(d).

“Stated Rate” means, as specified in the related Series Supplement, the rate of interest payable on a specific Equipment Note of the related Series or Class of Equipment Note within the related Series.

“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 ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or interests.

“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.

“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 Trust Agreement.

“Successor Administrator” has the meaning assigned thereto in Section 4(d) of the Administrative Services Agreement.

“Successor Insurance Manager” has the meaning assigned thereto in Section 6.3(b) of the Insurance Agreement.

“Successor Manager” has the meaning assigned thereto in Section 8.4 of the Management Agreement.

“Supplement” means a supplement to the Master Indenture, other than a Series Supplement.

“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.

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“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 or leased by TILC as of any date of determination and does not include the Portfolio.

“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 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.

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“Transition Expense Account” has the meaning given to such term in Section 3.01(a) hereof.

“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.

“TRLT-II” means Trinity Rail Leasing Trust II, a Delaware statutory trust.

“TRLT-II Agreements” means the Operative Agreements to which TRLT-II is or will be a party.

“Trinity Marks” means the Marks owned by the Marks Company designated “TILX” and TIMX.”

“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.

“Unit Inspection” has the meaning given to such term in Section 5.04(bb)(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(d)(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 and with such changes therein and such additional information as may be specified in the Series Supplement pursuant to which such Equipment Note is issued.

“U.S. GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.

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“U.S. Government Obligations” has the meaning given to such term in Section 12.02(a) hereof.

“Weighted Average Age” means, in respect of any portfolio or group of Railcars as to which the same is being determined, the weighted (by quantity of Railcars) average age in years of such portfolio or group. For purposes of determining the age of a Railcar in determining Weighted Average Age, age in years is measured from the date of manufacture.

“Weighted Average Life” in respect of a Class of Equipment Notes within a Series and as of their date of issuance, equals (i) the sum of the products on each Payment Date of (A) the principal payments assumed to be made in respect of such Class of Equipment Notes on each such Payment Date after the date of issuance, determined by reference to the Scheduled Targeted Principal Balances or the Minimum Targeted Principal Balances, as applicable, and (B) the number of years from the date of issuance of such Class of Equipment Notes to such Payment Date, divided by (ii) the initial principal balance of such Class of Equipment Notes. The remaining Weighted Average Life of any Series of Class thereof as of any date after their issuance is calculated in the same manner, but substituting the date of determination for the date of issuance.

“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, S&P or Fitch.

“WTC” means Wilmington Trust Company, a Delaware banking corporation.

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EX-10.28

Exhibit 10.28

INDEMNIFICATION AGREEMENT{PRIVATE}

This Indemnification Agreement (“Agreement”) is made as of the     th day of             , 200        , by and between Trinity Industries, Inc., a Delaware corporation (the “Company”), and,             (“Indemnitee”), a director and/or officer of the Company.

WHEREAS, it is essential to the Company to attract and retain the services of highly qualified individuals to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law;

WHEREAS, Indemnitee is a director and/or officer of the Company;

WHEREAS, the Bylaws of the Company provide for the indemnification of the officers and directors of the Company to the fullest extent authorized by the General Corporation Law of the State of Delaware;

WHEREAS, such Bylaws and state statute specifically provide that they are not exclusive and thereby contemplate that contracts may be entered into between the Company and its directors and/or officers with respect to indemnification of such persons;

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner and of Indemnitee’s reliance on the aforesaid Bylaws, and in part to provide Indemnitee with specific contractual assurance that the protection promised by such Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of such Bylaws), and in order to induce Indemnitee to continue to provide services to the Company as a director or officer thereof, the Company wishes to provide in this Agreement for the indemnification of and the advancement of expenses to Indemnitee to the full extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors and officers liability insurance policies;

NOW, THEREFORE, in consideration of the premises and Indemnitee’s service to the Company, after the date hereof, the parties hereto agree as follows:

1. Indemnification

(a) Third Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director or officer of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with such action, suit, or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director or officer of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be

-2-

in or not opposed to the best interests of the Company except that no indemnification shall be made in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. Notwithstanding the foregoing, Indemnitee shall have no right to indemnification for expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended.

(c) Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise (including a settlement) in defense of any action, suit, or proceeding referred to in Subsections (a) and (b) of this Section 1 or in defense of any claim, issue, or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) and any costs of settlement actually and reasonably incurred by Indemnitee in connection therewith.

2. Expenses; Indemnification Procedure.

(a) Advancement of Expenses. Expenses incurred by Indemnitee in defending a civil or criminal action, suit, or proceeding referenced in Sections 1(a) and 1(b) hereof shall be paid by the Company in advance of the final disposition of such action, suit, or proceeding at the written request of Indemnitee, provided that Indemnitee undertakes to repay such amount to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification.

(b) Indemnification Procedure. Any indemnification and advancement of expenses provided for in Section 1 and this Section 2 shall be made no later than 30 days after receipt of the written request of Indemnitee, and Indemnitee shall be deemed to have met the applicable standard of conduct required for indemnification, unless a determination is made within said 30 day period by (i) the Board of Directors by a majority vote of a quorum consisting

-3-

of directors who are not parties to such action, suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the Company’s stockholders, that the Indemnitee has not met the applicable standard of conduct set forth in Sections 1(a) or 1(b) hereof, as the case may be. Indemnitee may contest a determination that Indemnitee has not met the applicable standard of conduct for indemnification by petitioning a court to make an independent determination respecting the right of indemnification, in accordance with the terms of Section 4 hereof.

3. Enforcement of Indemnification Rights. The right to indemnification or advancement of expenses as provided by this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification or advancement of expenses is not appropriate shall be on the Company. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or stockholders) to have made a determination prior to the commencement of such action that indemnification or advancement of expenses is proper under the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s expenses incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement of expenses, in whole or in part, in any civil or criminal action, suit, or proceeding shall also be indemnified by the Company.

4. Additional Indemnification Rights; Non-Exclusivity.

(a) Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the full extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the Bylaws, or by statute. In the event of any changes after the date of this Agreement in any applicable law, statute, or rule which expand the right of a Delaware corporation

-4-

to indemnify its officers or directors, it is the intent of the parties to this Agreement that Indemnitee shall enjoy, pursuant to this Agreement, the greater benefits afforded by such change or changes. In the event of any changes in any applicable law, statute, or rule which narrow the right of a Delaware corporation to indemnify its officers or directors, such changes, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

(b) Non-exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, the Bylaws, any agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office. The indemnification provided under this Agreement shall continue as to Indemnitee even though Indemnitee may have ceased to be a director or officer of the Company.

5. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines, or penalties actually or reasonably incurred by him or her in the investigation, defense, appeal, or settlement of any civil or criminal action, suit, or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines, or penalties to which Indemnitee is entitled.

6. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

7. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

-5-

8. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original.

9. Severability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof.

10. Amendment and Termination. No amendment, modification, termination, or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

11. Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s estate, heirs, legal representatives, and assigns.

12. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.

13. Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which

-6-

indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to Trinity Industries, Inc., 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: President (or such other address as the Company shall designate in writing to Indemnitee). Notice shall be deemed received three business days after the date postmarked or on the date received, if sent by certified or registered mail, properly addressed. In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the     th of             , 200        .

TRINITY INDUSTRIES, INC.
By:
Name:	Timothy R. Wallace
Title:	Chairman, President and Chief Executive Officer

AGREED TO AND ACCEPTED:

INDEMNITEE

Name:

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EX-12

EXHIBIT 12

Trinity Industries, Inc. and Subsidiaries

Computation of Ratio of Earnings To Fixed Charges

	For the Year Ended December 31,
	2011		2010		2009			2008		2007
	($ in millions)
Earnings:
Earnings (loss) from continuing operations before provision (benefit) for income taxes	$	237.5	$	116.3	$	(147.1	)	$	453.8	$	454.9
Add:
Fixed Charges		206.8		204.3		146.3			134.3		109.3
Amortization of capitalized interest		0.2		0.2		0.3			0.1		0.1
Total earnings (loss) from continuing operations before provision (benefit) for income taxes	$	444.5	$	320.8	$	(0.5	)	$	588.2	$	564.3
Fixed Charges:
Interest expense	$	185.3	$	182.1	$	123.2		$	109.4	$	84.5
Portion of rental expense representative of interest		21.5		22.2		23.1			24.9		24.8
		206.8		204.3		146.3			134.3		109.3
Capitalized interest		0.0		0.0		0.0			0.9		0.6
Total Fixed Charges	$	206.8	$	204.3	$	146.3		$	135.2	$	109.9
Ratio of Earnings to Fixed Charges		2.15		1.57		0.00			4.35		5.13

Footnote:

Earnings for the year ended December 31, 2009 included a $325 million goodwill impairment charge. See Note 1 of the Notes to Consolidated Financial Statements under the section titled Goodwill and Intangible Assets for further discussion. Earnings were inadequate to cover fixed charges for the year ended December 31, 2009. The deficiency for this period was $146.8 million.

EX-21

Exhibit 21

TRINITY INDUSTRIES, INC.

Active Subsidiaries as of December 31, 2011

Name of Subsidiary	Domicile	Ownership Percentage
CJB Prime Property, LLC	Delaware		100	%
QEAS, Inc.	Delaware		100	%
Quixote Latin America, Inc.	Delaware		100	%
Quixote Transportation Safety, Inc.	Delaware		100	%
Quixote Transportation Safety Mexico S. de R.L. de C.V.	Mexico		100	%
Transafe Corporation	Delaware		100	%
Energy Absorption Systems, Inc.	Delaware		100	%
E-Tech Testing Services, Inc.	Delaware		100	%
EAS Road Products, Inc.	Delaware		100	%
EAS Road Products (Singapore Branch), Inc.	Delaware		100	%
Energy Absorption Systems (AL) LLC	Delaware		100	%
Energy Absorption Systems (Europe), Inc.	Delaware		100	%
Quixote International Enterprises, LLC	Delaware		100	%
Quixote (Beijing) Co., Ltd.	China		100	%
International Industrial Indemnity Company	Vermont		100	%
Reunion General Agency, Inc.	Texas		100	%
Transit Mix Concrete & Materials Company	Delaware		100	%
AMI Materials, Inc.	Delaware		100	%
Armor Aggregates, Inc.	Delaware		100	%
Transit Mix Concrete & Materials Company of Louisiana	Delaware		100	%
Transit Mix Transportation Services, LLC	Delaware		100	%
Trinity Materials, Inc.	Delaware		100	%
POB Exploration, LLC	Delaware		100	%
Trinity Argentina S.R.L.	Argentina		100	%
Trinity Containers, LLC	Delaware		100	%
Trinity Corporate Services, LLC	Delaware		100	%
Trinity Financial Services, Inc.	Delaware		100	%
Trinity Heads, Inc.	Delaware		100	%
Trinity Highway Products, LLC	Delaware		100	%
Trinity Highway Leasing, Inc.	Delaware		100	%
Trinity Industries International, Inc.	Delaware		100	%
Trinity Industries International Holdings AG	Switzerland		100	%
Administradora Especializada, S. de R.L. de C.V	Mexico		50	%
Servicios Corporativos Tatsa, S. de R.L. de C.V	Mexico		99.99	%
Grupo Tatsa, S. de R.L. de C.V	Mexico		99.99	%
Administradora Especializada, S. de R.L. de C.V	Mexico		50	%
Asistencia Profesional Corporativa, S.de R.L. de C.V.	Mexico		50	%
OFE, S. de R.L. de C.V.	Mexico		99.99	%
Trinity Industries de México S. de R.L. de C.V.	Mexico		0.01	%
Servicios Corporativos Tatsa, S. de R.L. de C.V	Mexico		0.01	%
Trinity Industries de México, S. de R.L. de C.V.	Mexico		99.99	%
Grupo Tatsa, S. de R.L. de C.V	Mexico		0.01	%
OFE, S. de R.L. de C.V.	Mexico		0.01	%
Asistencia Profesional Corporativa, S.de R.L. de C.V.	Mexico		50	%
Trinity Industries do Brasil, Ltda.	Brazil		100	%
Trinity Industries Leasing Company	Delaware		100	%
TILX GP III, LLC	Delaware		100	%
Trinity Rail Leasing III LP	Texas		1	%
TILX LP III, LLC	Delaware		100	%
Trinity Rail Leasing III LP	Texas		99	%
TILX GP IV, LLC	Delaware		100	%
Trinity Rail Leasing IV LP	Texas		1	%

1

Name of Subsidiary	Domicile	Ownership Percentage
TILX LP IV, LLC	Delaware		100	%
Trinity Rail Leasing IV LP	Texas		99	%
TILX GP V, LLC	Delaware		100	%
Trinity Rail Leasing V LP	Texas		1	%
TILX LP V, LLC	Delaware		100	%
Trinity Rail Leasing V LP	Texas		99	%
Trinity Marks Company	Delaware		100	%
Trinity Rail, Inc.	Delaware		100	%
Trinity Rail Management, Inc.	Delaware		100	%
TILX GP I, LLC	Delaware		100	%
Trinity Rail Leasing I LP	Texas		1	%
TILX LP I, LLC	Delaware		100	%
Trinity Rail Leasing I LP	Texas		99	%
TrinityRail Canada Inc.	Brit Columbia		100	%
Trinity Rail Leasing 2010 LLC	Delaware		100	%
Trinity Rail Leasing VI LLC	Delaware		100	%
Trinity Rail Leasing VII LLC	Delaware		100	%
Trinity Rail Leasing Warehouse Trust	Delaware		100	%
TRIP Rail Holdings LLC	Delaware		57	%*
TRIP Rail Leasing LLC	Delaware		100	%
TRIP Rail Master Funding LLC	Delaware		100	%
Trinity Industries Metals Laboratory, Inc.	Delaware		100	%
Trinity Industries Railcar Corporation	Delaware		100	%
Trinity Logistics Group, Inc.	Texas		100	%
Bell Trucking, LLC	Delaware		100	%
Trinity Central Maintenance, LLC	Delaware		100	%
Trinity Marine Products, Inc.	Delaware		100	%
Trinity Composites, LLC	Delaware		100	%
Trinity Marine Leasing, Inc.	Delaware		100	%
Trinity Q, Inc.	Delaware		100	%
Trinity Rail Group, LLC	Delaware		100	%
Thrall International Holdings, LLC	Illinois		100	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico		100	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico		100	%
Trinity North American Freight Car, Inc.	Delaware		100	%
Trinity Parts & Components, LLC	Delaware		100	%
McConway & Torley, LLC	Delaware		100	%
Standard Forged Products, LLC	Delaware		100	%
Trinity Railcar Repair, Inc.	Delaware		100	%
MCM Railyard, LLC	Delaware		100	%
Trinity Rail GmbH	Switzerland		100	%
Trinity Tank Car, Inc.	Delaware		100	%
Trinity Specialty Products, Inc.	Delaware		100	%
Trinity Structural Towers, Inc.	Delaware		100	%
Trinity Traffic and Lighting Structures, LLC	Delaware		100	%
Trinity Utility Structures, LLC	Delaware		100	%
U.S. Galvanizing, LLC	Delaware		100	%
Vigilant Systems, Inc.	Texas		100	%
Waldorf Properties, Inc.	Delaware		100	%
Gambles, Inc.	Alabama		100	%
McConway & Torley – Anniston, Inc.	Delaware		100	%
Mosher Steel Company	Texas		100	%
Platzer Shipyard, Inc.	Delaware		100	%
Standard Forgings Corporation	Delaware		100	%
Trinity Equipment Co., Inc.	Delaware		100	%

* Trinity Industries Leasing Company (TILC) is also the managing member of TRIP Rail Holdings, LLC.

2

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

1. I have reviewed this annual report on Form 10-K 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 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.

/S/ TIMOTHY R. WALLACE

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

Date: February 16, 2012

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James E. Perry, certify that:

1. I have reviewed this annual report on Form 10-K 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 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.

/S/ JAMES E. PERRY

James E. Perry

Senior Vice President and Chief Financial Officer

Date: February 16, 2012

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 Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2011 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

February 16, 2012

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 Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Perry, Senior 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

Senior Vice President and Chief Financial Officer

February 16, 2012

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-95

Exhibit 95

Information Concerning Mine Safety Violations or Other Regulatory Matters Required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act

The Company, through a wholly owned subsidiary, owned or operated a total of fourteen (14) sand, gravel, and aggregate quarries in Texas, Arkansas, and Louisiana in 2011. Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we disclose in our periodic reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 specific information about each of our quarries comprised of notices, violations, and orders made by the Federal Mine Safety and Health Administration (“MSHA”) pursuant to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The following table sets forth the reportable information required for quarries operated during the year ended December 31, 2011.

Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)		Section 104(b) Orders (#)		Section 104(d) Citations and Orders (#)		Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)		Total Dollar Value of MSHA Assessments Proposed ($)		Total Number of Mining Related Fatalities (#)		Received Notice of Pattern of Violation Under Section 104(e) (yes/no)		Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)		Legal Actions Pending as of Last Day of Period (#)		Legal Actions Initiated During Period (#)		Legal Actions Resolved During Period (#)
Rye (4102547)		0		0		0		0		0		100		0		No		No		0		0		0
Belton (4101043)		0		0		0		0		0		0		0		No		No		0		0		0
Malloy Bridge (4102946)		0		0		0		0		0		100		0		No		No		0		0		0
Cottonwood (4104553)		0		0		0		0		0		0		0		No		No		0		0		0
Wills Point (4104113)		0		0		0		0		0		300		0		No		No		0		0		0
Waco-Angerman (4103492)		0		0		0		0		0		100		0		No		No		0		0		0
Indian Village (1600348)		0		0		0		0		0		200		0		No		No		0		0		0
Lockesburg (0301681)		0		0		0		0		0		1,430		0		No		No		0		0		0
Kopperl (4104450)		1		0		0		0		0		490		0		No		No		0		0		0
Wills Point II (4104071)		0		0		0		0		0		0		0		No		No		0		0		0
Alvord (1) (4103689)		0		0		0		0		0		200		0		No		No		0		0		0
Beckett (1) (4101849)		0		0		0		0		0		0		0		No		No		0		0		0
Paradise (4103253)		1		0		0		0		0		707		0		No		No		0		0		0
Anacoco (1600543)		0		0		0		0		0		100		0		No		No		0		0		0

(1) Alvord and Beckett operations were suspended in 2011 and are currently abandoned in accordance with the Mine Act.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Components of the provision for income taxes

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Current:
Federal	$	20.0		$	(22.2	)	$	5.8
State		5.5			(2.0	)		0.7
Foreign		5.4			5.0			7.9
Total current		30.9			(19.2	)		14.4
Deferred:
Federal		62.7			57.0			(27.1	)
State		1.2			3.4			(3.5	)
Foreign		(3.0	)		(0.3	)		6.8
Total deferred		60.9			60.1			(23.8	)
Provision	$	91.8		$	40.9		$	(9.4	)

Components of deferred tax liabilities and assets

	December 31,
	2011			2010
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	740.8		$	667.3
Derivatives		14.5			—
Convertible debt		88.4			80.9
Total deferred tax liabilities		843.7			748.2
Deferred tax assets:
Workers compensation, pensions, and other benefits		47.8			44.7
Warranties and reserves		14.4			17.5
Equity items		72.8			56.4
Tax loss carryforwards and credits		234.9			224.3
Inventory		11.1			7.6
Accrued liabilities and other		4.7			1.6
Total deferred tax assets		385.7			352.1
Net deferred tax liabilities before valuation allowance		458.0			396.1
Valuation allowance		19.3			19.9
Net deferred tax liabilities before reserve for uncertain tax positions		477.3			416.0
Deferred tax assets included in reserve for uncertain tax positions		(42.6	)		(25.0	)
Adjusted net deferred tax liabilities	$	434.7		$	391.0

Reconciliation between the statutory United States federal income tax rate and the Company's effective income tax rate

	Year Ended December 31,
	2011			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%
State taxes		2.1			3.3			1.9
Impairment of goodwill		—			—			(23.7	)
Changes in valuation allowances		—			—			(6.5	)
Tax settlements		—			4.4			—
Changes in tax reserves		—			(9.6	)		—
Other, net		1.6			2.0			(0.3	)
Effective rate		38.7	%		35.1	%		6.4	%

Change in unrecognized tax benefits

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Beginning balance	$	36.8		$	40.1		$	32.9
Additions for tax positions related to the current year		3.8			3.3			5.8
Additions for tax positions of prior years		16.4			9.3			7.5
Reductions for tax positions of prior years		(0.1	)		(5.6	)		(4.5	)
Settlements		(3.5	)		(9.5	)		(1.5	)
Expirations of statute of limitations		(0.9	)		(0.8	)		(0.1	)
Ending balance	$	52.5		$	36.8		$	40.1

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Railcar Leasing and Management Services Group (Details 2) (Leasing Group [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Future contractual minimum rental revenues on leases
2012	$ 349.5
2013	268.3
2014	195.4
2015	150.0
2016	110.5
Thereafter	237.5
Total	1,311.2
TRIP Holdings [Member]
Future contractual minimum rental revenues on leases
2012	93.6
2013	62.6
2014	41.9
2015	33.7
2016	28.9
Thereafter	55.7
Total	316.4
Wholly Owned Subsidiaries [Member]
Future contractual minimum rental revenues on leases
2012	255.9
2013	205.7
2014	153.5
2015	116.3
2016	81.6
Thereafter	181.8
Total	$ 994.8

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Fair Value Accounting (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Assets:
Cash equivalents	$ 246.6	$ 286.0
Short-term marketable securities		158.0
Restricted cash	240.3	207.1
Equity call agreement with TRIP Holdings equity investor	0.7
Fuel derivative instruments		0.1
Total assets	487.6	651.2
Interest rate hedges
Equity put agreement with TRIP Holdings equity investor	3.1
Fuel derivative instruments	0.1
Total liabilities	56.9	94.0
Wholly Owned Subsidiaries [Member]
Interest rate hedges
Wholly-owned subsidiary	48.9	45.7
TRIP Holdings [Member]
Interest rate hedges
Wholly-owned subsidiary	4.8	48.3
Level 1 [Member]
Assets:
Cash equivalents	246.6	286.0
Short-term marketable securities		158.0
Restricted cash	240.3	207.1
Total assets	486.9	651.1
Level 2 [Member]
Assets:
Fuel derivative instruments		0.1
Total assets		0.1
Interest rate hedges
Fuel derivative instruments	0.1
Total liabilities	53.8	94.0
Level 2 [Member] | Wholly Owned Subsidiaries [Member]
Interest rate hedges
Wholly-owned subsidiary	48.9	45.7
Level 2 [Member] | TRIP Holdings [Member]
Interest rate hedges
Wholly-owned subsidiary	4.8	48.3
Level 3 [Member]
Assets:
Equity call agreement with TRIP Holdings equity investor	0.7
Total assets	0.7
Interest rate hedges
Equity put agreement with TRIP Holdings equity investor	3.1
Total liabilities	$ 3.1

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Debt (Details 1) (Convertible subordinated notes [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Convertible subordinated notes [Member]
Total interest expenses recognized on the convertible subordinated notes
Coupon rate interest	$ 17.4	$ 17.4	$ 17.4
Amortized debt discount	11.3	10.5	9.6
Total interest expenses recognized on the convertible subordinated notes	$ 28.7	$ 27.9	$ 27.0

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Railcar Leasing and Management Services Group (Details 3) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Future operating lease obligations and future contractual minimum rental revenues related to these leases
2012	$ 4.3
2013	2.4
2014	1.7
2015	1.3
2016	1.0
Thereafter	1.9
Leasing Group [Member]
Future operating lease obligations and future contractual minimum rental revenues related to these leases
2012	349.5
2013	268.3
2014	195.4
2015	150.0
2016	110.5
Thereafter	237.5
Total	1,311.2
Leasing Group [Member] | Future operating lease obligations of Trusts' railcar [Member]
Future operating lease obligations and future contractual minimum rental revenues related to these leases
2012	44.5
2013	45.7
2014	44.9
2015	43.2
2016	40.2
Thereafter	341.8
Total	560.3
Leasing Group [Member] | Future Contractual Minimum Rental Revenues Of Trusts Railcar [Member]
Future operating lease obligations and future contractual minimum rental revenues related to these leases
2012	57.5
2013	40.7
2014	26.3
2015	19.8
2016	12.5
Thereafter	24.0
Total	$ 180.8

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Income Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Additional Income Taxes (Textual) [Abstract]
Additions for tax positions related to the current year	$ 3.8	$ 3.3	$ 5.8
Additions for tax positions of prior years	16.4	9.3	7.5
Reductions for tax positions of prior years	0.1	5.6	4.5
Tax refunds received, net of payments made	2.5	16.0	85.6
Net operating loss carryforwards, utilization	42.9
Taxes and interest in a preliminary assessment of made by Swiss Tax Inspector	13.3	11.2
Deferred tax asset, recorded as component of income tax expense	60.9	60.1	(23.8)
Expiry period of Federal tax loss carryforwards	between 2024 and 2031
Income Taxes (Textual) [Abstract]
Accrued interest and penalties	13.3	11.2
Expiration of statute of limitations	(0.9)	(0.8)	(0.1)
Amounts expected to settle	3.3
Reduction in income tax expense	2.1	4.8
Income (loss) from continuing operations before income taxes for United States operations	224.4	113.7	(158.4)
Income (loss) from continuing operations before income taxes for foreign operations	13.1	2.9	11.5
Unrecognized tax benefits including interest and penalties that would affect the Company's effective tax rate if recognized	19.4	14.9
TRIP Holdings [Member]
Additional Income Taxes (Textual) [Abstract]
Tax loss carryforwards	383.3
Swiss Subsidiary [Member]
Additional Income Taxes (Textual) [Abstract]
Payment of taxes and interest	2.8
Tax refunds received, net of payments made	1.8
Domestic Country [Member]
Additional Income Taxes (Textual) [Abstract]
Net operating loss carryforwards	124.2
Foreign Country [Member]
Additional Income Taxes (Textual) [Abstract]
Tax loss carryforwards	37.8
Expiry period of Federal tax loss carryforwards	Between 2014 and 2021
State and Local Jurisdiction [Member]
Additional Income Taxes (Textual) [Abstract]
Net operating loss carryforwards	$ 5.6

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Acquisitions and Divestitures (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Acquisitions:
Total cost		$ 70.5
Net cash paid	42.5	49.9
Goodwill recorded		33.3
Divestitures:
Proceeds		30.8
Gain recognized		3.8
Goodwill charged off		16.5
Construction Products Group [Member]
Acquisitions:
Total cost	56.4	63.1
Net cash paid	42.5	44.9
Goodwill recorded	29.3	26.7
Divestitures:
Proceeds	8.3	30.8
Gain recognized	0.7	3.8
Goodwill charged off	1.0	16.5
Construction Products Group [Member] | Quixote [Member]
Acquisitions:
Total cost		58.1
Net cash paid		39.9
Goodwill recorded		22.7
Construction Products Group [Member] | Other acquisitions [Member]
Acquisitions:
Total cost		5.0
Net cash paid		5.0
Goodwill recorded		4.0
Divestitures:
Proceeds		30.8
Gain recognized		3.8
Goodwill charged off		16.5
Energy Equipment Group [Member]
Acquisitions:
Total cost		7.4
Net cash paid		5.0
Goodwill recorded		$ 6.6

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Derivative Instruments (Tables)

12 Months Ended

Dec. 31, 2011

Derivative Instruments [Abstract]

Interest rate hedges

						Included in accompanying balance sheet at December 31, 2011
	Notional Amount		Interest Rate(1)			Liability		AOCL  — loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%		—	$	(2.3	)		—
2006-2007	$	370.0		5.34	%		—	$	10.6			—
TRIP Holdings (2)	$	788.5		3.60	%		—	$	23.4		$	17.5
Interest rate swaps:
TRIP Rail Master Funding secured railcar equipment notes	$	89.5		2.62	%	$	4.8	$	2.7		$	2.0
2008 debt issuance	$	474.7		4.13	%	$	48.9	$	46.7			—

⁽¹⁾ Weighted average fixed interest rate

⁽²⁾ Previously classified with interest rate swaps

Interest rate hedges effect on interest expense

	Effect on interest expense –increase/(decrease)
	Year Ended December 31,									Expected  effect during next twelve months (1)
	2011			2010			2009
	(in millions)
Interest rate locks:
2005-2006	$	(0.4	)	$	(0.4	)	$	(0.4	)	$	(0.3	)
2006-2007	$	3.5		$	3.8		$	4.0		$	3.4
TRIP Holdings (2)	$	17.4		$	29.3			—		$	6.0
Interest rate swaps:
TILC warehouse		—		$	0.5		$	2.9			—
TRIP Rail Master Funding secured railcar equipment notes	$	1.1			—			—		$	1.7
2008 debt issuance	$	19.6		$	19.7		$	21.6		$	17.0

⁽¹⁾ Based on fair value as of December 31, 2011

⁽²⁾ Previously classified with interest rate swaps

Other Derivatives

	Effect on operating income — increase/(decrease)
	Year Ended December 31,
	2011		2010			2009
	(in millions)
Fuel hedges (1)
Effect of mark to market valuation	$	0.0	$	0.0		$	(0.3	)
Settlements		0.4		(0.1	)		(1.2	)
	$	0.4	$	(0.1	)	$	(1.5	)
Foreign exchange hedges (2)	$	0.1	$	(0.9	)	$	(1.9	)

⁽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

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Employee Retirement Plans (Details)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate	5.40%	5.90%	6.10%
Compensation increase rate	3.00%	3.00%	3.00%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate	5.90%	6.10%	6.50%
Long-term rate of return on plan assets	7.75%	7.75%	7.75%
Compensation increase rate	3.00%	3.00%	4.00%

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Other, Net (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Other Net (Additional Textual) [Abstract]
Gain on equity investments			$ 3.7
Expense from the recognition of certain equity repurchase agreement with an investor in trip holding	2.4
Other, net (income) expense
Foreign currency exchange transactions	3.1		2.2
Loss (gain) on equity investments	(0.6)	1.7	(6.5)
Costs related to redemption of Senior Notes		5.9
Other	1.5	(0.8)	(1.0)
Other, net	4.0	6.8	(5.3)
Quixote Corporation [Member]
Other, Net (Textual) [Abstract]
Loss of the write-down of the Company's pre-acquisition investment in Quixote Corporation		$ 1.8

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Stock- Based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011 Y	Dec. 31, 2010 Y
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, Number of shares, Beginning Balance	880,087
Numbers of shares, granted
Stock options exercised, Shares	(226,571)
Numbers of shares, cancelled
Options outstanding, Number of shares, Ending Balance	653,516
Weighted Average Exercise Price, Beginning of Period	$ 16.35
Weighted average exercise price, granted
Weighted average exercise price, exercised	$ 16.51
Weighted average exercise price, cancelled
Weighted Average Exercise Price, Ending of Period	$ 16.30
Weighted average remaining contractual terms	5.3
Intrinsic value of options outstanding	$ 9.0
Number of shares, options exercisable	223,016	449,587
Weighted average exercise price, options exercisable	$ 16.42	$ 16.46
Weighted average remaining contractual terms, Options exercisable	2.1	3.1
Intrinsic value of options exercisable	$ 3.0	$ 4.6

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Railcar Leasing and Management Services Group (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Jul. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Railcar Leasing and Management Services Group (Textual) [Abstract]
Interest expense		$ 185.3	$ 182.1	$ 123.2
Total assets		6,121.0	5,760.0	4,656.4
Railcar Leasing and Management Services Group Additional (Textual) [Abstract]
Operating lease obligations guaranteed		30.3
Value of Seven year Term-Loan agreement				61.0
Capital lease obligations				56.6
Net book value of securing capital lease obligations		51.0
Maturities of lease agreements Years One		2023
Maturities of lease agreements, Year Two		2026
Maturities of lease agreements, Year Three		2027
Year One, of Rail Cars Purchase at predetermined fixed price		2016
Year Two, of Rail Cars Purchase at predetermined fixed price		2019
TRIP Holdings [Member]
Railcar Leasing and Management Services Group (Textual) [Abstract]
Revenue from sale of railcars		0	0	39.4
Operating profit from sale of Rail Cars		0	0	2.0
New debt issued to repay outstanding borrowings of TRIP Warehouse Loan	1,032.0
Leasing Group [Member]
Railcar Leasing and Management Services Group (Textual) [Abstract]
Interest expense		160.8	138.6	80.1
Rent expense		48.6	48.6	46.7
Total assets		4,462.1	4,452.6	3,167.3
Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Railcar Leasing and Management Services Group (Textual) [Abstract]
Interest expense		101.3	91.7	80.1
Equipment pledged as collateral for Leasing Group debt		1,135.0
Equipment net pledged as collateral for securing capital lease obligations		2,489.1
Period of railcars leased from the Trusts under operating leases		22 years
Total assets		219.1
Cash		88.6
Railcars		97.6
Leasing Group [Member] | TRIP Holdings [Member]
Railcar Leasing and Management Services Group (Textual) [Abstract]
Interest expense		59.5	46.9
New debt issued to repay outstanding borrowings of TRIP Warehouse Loan	$ 1,032.0

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Income Taxes (Details 2)	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Reconciliation between the statutory United States federal income tax rate and the Company's effective income tax rate
Statutory rate	35.00%	35.00%	35.00%
State taxes	2.10%	3.30%	1.90%
Impairment of goodwill			(23.70%)
Changes in valuation allowances			(6.50%)
Tax settlements		4.40%
Changes in tax reserves		(9.60%)
Other, net	1.60%	2.00%	(0.30%)
Effective rate	38.70%	35.10%	6.40%

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Accumulated Other Comprehensive Loss (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Comprehensive net income (loss)
Net income (loss) attributable to Trinity Industries, Inc.	$ 56.1	$ 31.9	$ 30.0	$ 24.2	$ 17.3	$ 29.7	$ 18.4	$ 2.0	$ 142.2	$ 67.4	$ (137.7)
Other comprehensive income (loss):
Change in funded status of pension liability, net of tax expense (benefit) of $(16.9), $5.2, and $20.9									(28.6)	8.7	35.6
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $0.4, $(2.6) and $14.2									0.2	(16.4)	27.8
Trinity Stockholders' Equity [Member]
Comprehensive net income (loss)
Net income (loss) attributable to Trinity Industries, Inc.									142.2	67.4	(137.7)
Other comprehensive income (loss):
Change in funded status of pension liability, net of tax expense (benefit) of $(16.9), $5.2, and $20.9									(28.6)	8.7	35.6
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $0.4, $(2.6) and $14.2									0.1	(7.3)	27.8
Other changes, net of tax benefit of $0, $0.7, and $(0.0)										1.1	(0.1)
Comprehensive net income									$ 113.7	$ 69.9	$ (74.4)

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Employee Retirement Plans (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Obligations and Funded Status
Accumulated Benefit Obligations	$ 364.8	$ 335.7
Projected Benefit Obligations:
Beginning of year	335.8	326.1
Service cost	0.8	0.9	3.0
Interest	19.6	18.7	19.7
Benefits paid	(14.7)	(12.9)
Actuarial loss	1.8	1.9	4.2
Amendments		0.2
Settlements		(0.5)
End of year	364.8	335.8	326.1
Plans Assets:
Beginning of year	291.1	257.6
Actual return on assets	(1.2)	35.3
Contributions to defined benefit pension plans	15.4	11.6
Benefits paid	(14.7)	(12.9)
Settlements		(0.5)
End of year	290.6	291.1	257.6
Consolidated Balance Sheet Components:
Funded status	$ (74.2)	$ (44.7)

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Accumulated Other Comprehensive Loss (Details 1) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Components of accumulated other comprehensive loss
Currency translation adjustments, net of tax benefit of (0.2) and $(0.2)	$ (17.1)	$ (17.1)
Funded status of pension liability, net of tax benefit of$(41.7) and $(24.8)	(70.7)	(42.1)
Unrealized loss on derivative financial instruments, net of tax benefit of $(34.9) and $(21.4)	(46.2)	(36.3)
Net amount recognized in other comprehensive income (loss)	$ (134.0)	$ (95.5)

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Income Taxes (Details 3) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Change in unrecognized tax benefits
Beginning balance	$ 36.8	$ 40.1	$ 32.9
Additions for tax positions related to the current year	3.8	3.3	5.8
Additions for tax positions of prior years	16.4	9.3	7.5
Reductions for tax positions of prior years	(0.1)	(5.6)	(4.5)
Settlements	(3.5)	(9.5)	(1.5)
Expiration of statute of limitations	(0.9)	(0.8)	(0.1)
Ending balance	$ 52.5	$ 36.8	$ 40.1

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Debt (Details 2) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Remaining principal payments under existing debt agreements
2012	$ 123.8
2013	225.0
2014	376.0
2015	114.5
2016	460.8
Thereafter	1,774.6
Manufacturing/Corporate Recourse [Member]
Remaining principal payments under existing debt agreements
2012	1.1
2013	1.2
2014	1.2
2015	0.2
2016	0.2
Thereafter	450.3
Leasing - capital lease obligations [Member]
Remaining principal payments under existing debt agreements
2012	2.8
2013	2.9
2014	3.1
2015	3.3
2016	3.5
Thereafter	33.0
Leasing - term loan [Member]
Remaining principal payments under existing debt agreements
2012	2.8
2013	3.0
2014	3.3
2015	3.5
2016	42.1
Thereafter	0
2006 secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
2012	13.5
2013	15.1
2014	16.9
2015	18.6
2016	21.9
Thereafter	183.3
Promissory notes [Member]
Remaining principal payments under existing debt agreements
2012	31.2
2013	33.6
2014	30.4
2015	28.1
2016	342.2
Thereafter	0
2009 secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
2012	9.2
2013	10.2
2014	9.9
2015	9.6
2016	6.5
Thereafter	173.0
2010 secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
2012	12.8
2013	14.6
2014	14.0
2015	15.3
2016	15.0
Thereafter	282.6
TILC warehouse facility [Member]
Remaining principal payments under existing debt agreements
2012	9.4
2013	8.5
2014	4.6
2015	0
2016	0
Thereafter	0
TRIP Holdings senior secured notes - Total outstanding [Member]
Remaining principal payments under existing debt agreements
2012	0
2013	0
2014	170.0
2015	0
2016	0
Thereafter	0
TRIP Holdings senior secured notes - Less: owned by Trinity [Member]
Remaining principal payments under existing debt agreements
2012	0
2013	0
2014	(108.8)
2015	0
2016	0
Thereafter	0
TRIP Holdings senior secured notes [Member]
Remaining principal payments under existing debt agreements
2012	0
2013	0
2014	61.2
2015	0
2016	0
Thereafter	0
TRIP Master Funding secured railcar equipment notes [Member]
Remaining principal payments under existing debt agreements
2012	41.0
2013	41.1
2014	40.2
2015	35.9
2016	29.4
Thereafter	652.4
TILC warehouse facility - Termination Payments [Member]
Remaining principal payments under existing debt agreements
2012	0
2013	94.8
2014	191.2
2015	0
2016	0
Thereafter	$ 0

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Warranties / Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 18. Commitments and Contingencies

Litigation and Contingencies

Railworthiness Directive

As previously reported, the Company received a letter from the Federal Railroad Administration (“FRA”) containing a railworthiness directive pertaining to a specific design of tank cars manufactured by the Company for use in transporting poison inhalation hazard (“PIH”) materials. The Company has manufactured 948 railcars of this design. These tank cars are owned or managed by the Company’s wholly-owned, railcar leasing subsidiary. The FRA was notified of five tank cars with potential leaks around the manway nozzles. Pursuant to the directive, 100 recently manufactured tank cars were removed from service. An additional 67 randomly selected tank cars out of 848 manufactured since 2006, which have operated without incident, have been removed from service.

In September 2011, the FRA issued an addendum to its June 2011 railworthiness directive, approving the Company’s voluntary recertification of all 948 tank cars used in PIH service. The recertification process is scheduled to be performed through September 2014 in conjunction with the normal 3 to 5 year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred in accordance with generally accepted accounting principles. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.

Other Matters

In January 2012, a Company subsidiary, Trinity Structural Towers, Inc., filed a law suit against a structural wind tower customer for breach of contract due to the customer’s failure to comply with its’ contractual purchase obligations. The customer and Trinity Structural Towers, Inc. entered into a multi-year contract in which the customer agreed to purchase a fixed number of structural wind towers each year during the term of the contract. The customer purchased a portion of its contractual commitment but defaulted its purchase obligation thereafter and did not remedy such default following notice from Trinity Structural Towers, Inc. to cure the default. The customer has filed an answer in the litigation and the discovery process is expected to commence in the first quarter of 2012.

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of loss for such matters, taking into consideration our rights in indemnity and recourse to third parties is $6.2 million to $22.9 million. Total accruals of $12.3 million, including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $7.6 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.

Other Commitments

Non-cancelable purchase obligations amounted to $399.6 million as of December 31, 2011, of which $347.5 million is for the purchase of raw materials and components, principally by the Rail, Inland Barge, and Energy Equipment Groups.

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Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Financial Information from continuing operations for segments
Revenue External									$ 3,075.1	$ 2,155.5	$ 2,420.9
Total Revenues	941.5	791.1	708.3	634.2	636.0	533.1	538.7	447.7	3,075.1	2,155.5	2,420.9
Total Operating Profit (Loss)	139.0	105.4	95.4	85.5	81.0	91.9	78.9	52.0	425.3	303.8	(30.9)
Total assets	6,121.0				5,760.0				6,121.0	5,760.0	4,656.4
Depreciation and amortization									192.9	189.6	160.8
Capital Expenditures									340.0	254.8	390.4
Rail Group [Member]
Financial Information from continuing operations for segments
Revenue External									931.7	289.7	485.2
Revenues Intersegment									343.0	232.4	410.1
Total Revenues									1,274.7	522.1	895.3
Total Operating Profit (Loss)									77.3	1.5	(355.9)
Total assets	684.6				482.9				684.6	482.9	450.7
Depreciation and amortization									23.9	24.0	25.0
Capital Expenditures									11.4	4.0	19.6
Construction Products Group [Member]
Financial Information from continuing operations for segments
Revenue External									577.2	558.3	524.0
Revenues Intersegment									12.9	20.5	14.5
Total Revenues									590.1	578.8	538.5
Total Operating Profit (Loss)									53.4	47.4	32.6
Total assets	403.2				335.2				403.2	335.2	277.3
Depreciation and amortization									20.7	23.7	23.5
Capital Expenditures									12.1	5.5	11.6
Inland Barge Group [Member]
Financial Information from continuing operations for segments
Revenue External									548.5	422.3	527.3
Total Revenues									548.5	422.3	527.3
Total Operating Profit (Loss)									106.4	69.0	125.2
Total assets	189.2				94.5				189.2	94.5	69.4
Depreciation and amortization									6.4	5.5	6.1
Capital Expenditures									38.0	14.6	1.3
Energy Equipment Group [Member]
Financial Information from continuing operations for segments
Revenue External									454.8	408.5	502.2
Revenues Intersegment									18.0	11.1	7.8
Total Revenues									472.8	419.6	510.0
Total Operating Profit (Loss)									8.9	35.1	73.8
Total assets	392.9				352.4				392.9	352.4	242.0
Depreciation and amortization									18.4	17.1	16.9
Capital Expenditures									10.4	8.1	9.1
Railcar Leasing and Management Services Group [Member]
Financial Information from continuing operations for segments
Revenue External									551.4	464.5	370.2
Revenues Intersegment									0.6
Total Revenues									552.0	464.5	370.2
Total Operating Profit (Loss)									254.5	207.0	149.0
Total assets	4,462.1				4,452.6				4,462.1	4,452.6	3,167.3
Depreciation and amortization									115.7	112.6	82.4
Capital Expenditures									258.6	213.8	343.0
All Other [Member]
Financial Information from continuing operations for segments
Revenue External									11.5	12.2	12.0
Revenues Intersegment									50.3	36.3	36.4
Total Revenues									61.8	48.5	48.4
Total Operating Profit (Loss)									(3.8)	(11.4)	0.8
Total assets	30.5				27.5				30.5	27.5	27.6
Depreciation and amortization									4.4	3.6	3.1
Capital Expenditures									4.0	4.2	2.0
Corporate [Member]
Financial Information from continuing operations for segments
Total Operating Profit (Loss)									(43.6)	(33.8)	(30.8)
Total assets	512.9				538.5				512.9	538.5	753.1
Depreciation and amortization									3.6	3.4	4.2
Capital Expenditures									5.5	4.6	3.8
Eliminations - Lease subsidiary [Member]
Financial Information from continuing operations for segments
Revenues Intersegment									(325.5)	(216.8)	(391.6)
Total Revenues									(325.5)	(216.8)	(391.6)
Total Operating Profit (Loss)									(28.3)	(8.4)	(22.6)
Total assets	440.3				(522.1)				440.3	(522.1)	(329.0)
Eliminations - Other [Member]
Financial Information from continuing operations for segments
Revenues Intersegment									(99.3)	(83.5)	(77.2)
Total Revenues									(99.3)	(83.5)	(77.2)
Total Operating Profit (Loss)									0.5	(2.6)	(3.0)
Total assets	(114.1)				(1.5)				(114.1)	(1.5)	(2.0)
Depreciation and amortization									$ (0.2)	$ (0.3)	$ (0.4)

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation [Abstract]

Stock Options

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
	(in millions)
Options outstanding at December 31, 2010		880,087		$	16.35
Granted		—			—
Exercised		(226,571	)	$	16.51
Cancelled		—			—
Options outstanding at December 31, 2011		653,516		$	16.30		5.3	$	9.0
Options exercisable:
December 31, 2010		449,587		$	16.46		3.1	$	4.6
December 31, 2011		223,016		$	16.42		2.1	$	3.0

Restricted Stock

	Number of Restricted Share Awards			Weighted Average Fair Value per Award
Restricted share awards outstanding at December 31, 2010		2,976,128		$	24.79
Granted		925,140			34.21
Vested		(745,147	)		25.62
Forfeited		(93,460	)		26.17
Restricted share awards outstanding at December 31, 2011		3,062,661		$	27.39

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Income Taxes (Details 1) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Deferred tax liabilities:
Depreciation, depletion, and amortization	$ 740.8	$ 667.3
Derivatives	14.5
Convertible debt	88.4	80.9
Total deferred tax liabilities	843.7	748.2
Deferred tax assets:
Workers compensation, pensions, and other benefits	47.8	44.7
Warranties and reserves	14.4	17.5
Equity items	72.8	56.4
Tax loss carryforwards and credits	234.9	224.3
Inventory	11.1	7.6
Accrued liabilities and other	4.7	1.6
Total deferred tax assets	385.7	352.1
Net deferred tax liabilities before valuation allowance	458.0	396.1
Valuation allowance	19.3	19.9
Net deferred tax liabilities before reserve for uncertain tax positions	477.3	416.0
Deferred tax assets included in reserve for uncertain tax positions	(42.6)	(25.0)
Adjusted net deferred tax liabilities	$ 434.7	$ 391.0

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Debt (Tables)

12 Months Ended

Dec. 31, 2011

Debt [Abstract]

Components of debt

	December 31, 2011			December 31, 2010
	(in millions)
Manufacturing/Corporate — Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(99.8	)		(111.1	)
		350.2			338.9
Other		4.2			2.8
		354.4			341.7
Leasing — Recourse:
Capital lease obligations		48.6			51.2
Term loan		54.7			57.4
		457.7			450.3
Leasing — Non-recourse:
2006 secured railcar equipment notes		269.3			283.2
Promissory notes		465.5			493.8
2009 secured railcar equipment notes		218.4			229.2
2010 secured railcar equipment notes		354.3			367.1
TILC warehouse facility		308.5			80.2
TRIP Holdings senior secured notes:
Total outstanding		170.0			—
Less: owned by Trinity		(108.8	)		—
		61.2			—
TRIP Master Funding secured railcar equipment notes		840.0			—
TRIP warehouse loan		—			1,003.9
		2,517.2			2,457.4
Total debt	$	2,974.9		$	2,907.7

Total interest expenses recognized on the convertible subordinated notes

	Year Ended December 31,
	2011		2010		2009
	(in millions)
Coupon rate interest	$	17.4	$	17.4	$	17.4
Amortized debt discount		11.3		10.5		9.6
	$	28.7	$	27.9	$	27.0

Remaining principal payments under existing debt agreements

	2012		2013		2014			2015		2016		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	1.1	$	1.2	$	1.2		$	0.2	$	0.2	$	450.3
Leasing – capital lease obligations (Note 5)		2.8		2.9		3.1			3.3		3.5		33.0
Leasing – term loan (Note 5)		2.8		3.0		3.3			3.5		42.1		—
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes		13.5		15.1		16.9			18.6		21.9		183.3
Promissory notes		31.2		33.6		30.4			28.1		342.2		—
2009 secured railcar equipment notes		9.2		10.2		9.9			9.6		6.5		173.0
2010 secured railcar equipment notes		12.8		14.6		14.0			15.3		15.0		282.6
TILC warehouse facility		9.4		8.5		4.6			—		—		—
TRIP Holdings senior secured notes
Total outstanding		—		—		170.0			—		—		—
Less: owned by Trinity		—		—		(108.8	)		—		—		—
						61.2
TRIP Master Funding secured railcar equipment notes		41.0		41.1		40.2			35.9		29.4		652.4
Facility termination payments:
TILC warehouse facility		—		94.8		191.2			—		—		—
Total principal payments	$	123.8	$	225.0	$	376.0		$	114.5	$	460.8	$	1,774.6

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Railcar Leasing and Management Services Group (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Consolidating Financial Information
Cash, cash equivalents, and short-term marketable securities	$ 351.1	$ 512.0
Equipment, net pledged as collateral	4,711.0	4,648.6
Net deferred profit on railcars sold to the Leasing Group	(531.5)	(536.6)
Property, Plant and Equipment, net	4,179.5	4,112.0
Restricted cash of TRIP Holdings	240.3	207.1
Debt:
Recourse	557.5	561.4
Less: unamortized discount	(99.8)	(111.1)
Total Recourse	457.7	450.3
Non-recourse	2,626.0	2,457.4
Less: non-recourse debt owned by Trinity	(108.8)
Total debt	2,974.9	2,907.7
Net deferred tax liabilities	434.7	391.0
TRIP Holdings [Member]
Consolidating Financial Information
Restricted cash of TRIP Holdings	74.6	46.0
Debt:
Less: unamortized discount	(99.8)	(111.1)
Manufacturing/Corporate [Member]
Consolidating Financial Information
Cash, cash equivalents, and short-term marketable securities	347.9	508.2
Equipment, net pledged as collateral	510.0	491.4
Property, Plant and Equipment, net	510.0	491.4
Debt:
Recourse	454.2	452.8
Less: unamortized discount	(99.8)	(111.1)
Total Recourse	354.4	341.7
Total debt	354.4	341.7
Net deferred tax liabilities	(152.4)	(124.4)
Leasing Group [Member]
Debt:
Net deferred tax liabilities	434.7	391.0
Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Consolidating Financial Information
Cash, cash equivalents, and short-term marketable securities	3.2	3.8
Equipment, net pledged as collateral	3,066.0	2,965.4
Net deferred profit on railcars sold to the Leasing Group	(344.5)	(340.4)
Property, Plant and Equipment, net	2,721.5	2,625.0
Restricted cash of TRIP Holdings	165.7	161.1
Debt:
Recourse	103.3	108.6
Total Recourse	103.3	108.6
Non-recourse	1,616.0	1,453.5
Total debt	1,719.3	1,562.1
Net deferred tax liabilities	582.4	515.7
Leasing Group [Member] | TRIP Holdings [Member]
Consolidating Financial Information
Equipment, net pledged as collateral	1,135.0	1,191.8
Net deferred profit on railcars sold to the Leasing Group	(187.0)	(196.2)
Property, Plant and Equipment, net	948.0	995.6
Restricted cash of TRIP Holdings	74.6	46.0
Debt:
Non-recourse	1,010.0	1,003.9
Less: non-recourse debt owned by Trinity	(108.8)
Total debt	901.2	1,003.9
Net deferred tax liabilities	$ 4.7	$ (0.3)

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Goodwill (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Goodwill by Segment
Total Goodwill	$ 225.9	$ 197.6
Rail Group [Member]
Goodwill by Segment
Total Goodwill	122.5	122.5
Construction Products Group [Member]
Goodwill by Segment
Total Goodwill	90.7	62.4
Energy Equipment Group [Member]
Goodwill by Segment
Total Goodwill	10.9	10.9
Railcar Leasing and Management Services Group [Member]
Goodwill by Segment
Total Goodwill	$ 1.8	$ 1.8

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Derivative Instruments (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011 Interest Rate Locks, 2005 to 2006 [Member]	Dec. 31, 2011 Interest Rate Locks, 2006 to 2007 [Member]	Dec. 31, 2011 Interest Rate Swap, 2008 Debt Issuance [Member]	Dec. 31, 2011 Interest Rate Swap TRIP Rail Master Funding Secured Railcar Equipment Notes [Member]	Jul. 31, 2011 Interest Rate Swap TRIP Rail Master Funding Secured Railcar Equipment Notes [Member]	Dec. 31, 2011 Interest Rate Locks, TRIP Holdings [Member]
Interest rate hedges included in balance sheet
Notional Amount			$ 200.0	$ 370.0	$ 474.7	$ 89.5	$ 94.1	$ 788.5
Interest Rate			4.87%	5.34%	4.13%	2.62%		3.60%
Liability					48.9	4.8
AOCL loss/(income)	(46.2)	(36.3)	(2.3)	10.6	46.7	2.7		23.4
Noncontrolling Interest						$ 2.0		$ 17.5

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Acquisitions and Divestitures (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended		1 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2011 Construction Products Group [Member] Acquisition Divestiture	Feb. 28, 2010 Construction Products Group [Member] Quixote [Member]	Dec. 31, 2011 Construction Products Group [Member] Quixote [Member] Y
Acquisitions and Divestitures (Textual) [Abstract]
Total Cost of Acquisition			$ 58.1
Retirement of Debt assumed by the Company	40.0		40.0
Intangible assets recorded based on primarily valuation				24.2
Estimated economic life, minimum				4
Estimated economic life, maximum				20
Goodwill recorded based on primarily valuation				22.7
Transaction related expenses				4.6
Write-down of pre-acquisition investment as selling, engineering and administrative costs				1.5
Reclassification of previously recognized charges from AOCL to earnings representing decline in fair value of investment				$ 1.8
Number of Acquisitions		4
Number of divestiture		1

XML

Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2011

Acquisitions and Divestitures [Abstract]

Acquisitions and Divestitures

Note 2. Acquisitions and Divestitures

For the year ended December 31, 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group. This activity consisted of four acquisitions and one divestiture. In February 2010, the Company acquired Quixote Corporation (“Quixote”), a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products, for a total cost of $58.1 million. In addition, the Company assumed $40.0 million in debt that was subsequently retired in the first quarter of 2010. Based on its valuation of the net assets acquired, Trinity recorded goodwill of $22.7 million and $24.2 million in intangible assets primarily consisting of the acquisition-date fair value allocated to patents, trade names and customer relationships that are being amortized over their estimated economic life which generally ranges from four to twenty years and. As a result of the acquisition, the Company recorded transaction-related expenses of $4.6 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 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.

Acquisition and divestiture activity for 2011 and 2010 is summarized as follows. There was no acquisition and divestiture activity in 2009:

	Acquisitions						Divestitures
	Total cost		Net cash paid during the year		Goodwill recorded		Proceeds		Gain recognized		Goodwill charged off
	(in millions)
2011:
Construction Products Group	$	56.4	$	42.5	$	29.3	$	8.3	$	0.7	$	1.0
2010:
Construction Products Group
Quixote	$	58.1	$	39.9	$	22.7	$	—	$	—	$	—
Other		5.0		5.0		4.0		30.8		3.8		16.5
		63.1		44.9		26.7		30.8		3.8		16.5
Energy Equipment Group		7.4		5.0		6.6		—		—		—
	$	70.5	$	49.9	$	33.3	$	30.8	$	3.8	$	16.5

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Derivative Instruments (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)		$ 29.3
Interest Rate Locks, 2005 to 2006 [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	(0.4)	(0.4)	(0.4)
Expected effect during next twelve months	(0.3)
Interest Rate Locks, 2006 to 2007 [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	3.5	3.8	4.0
Expected effect during next twelve months	3.4
Interest Rate Locks, TRIP Holdings [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	17.4
Expected effect during next twelve months	6.0
Interest Rate Swap, TILC Warehouse [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)		0.5	2.9
Interest Rate Swap TRIP Rail Master Funding Secured Railcar Equipment Notes [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	1.1
Expected effect during next twelve months	1.7
Interest Rate Swap, 2008 Debt Issuance [Member]
Interest rate hedges effect on interest expense - increase/(decrease)
Effect on interest expense - increase/(decrease)	19.6	19.7	21.6
Expected effect during next twelve months	$ 17.0

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Earning Per Common Share (Tables)

12 Months Ended

Dec. 31, 2011

Earnings Per Common Share [Abstract]

Computation of basic and diluted net income attributable to Trinity Industries, Inc

	Year Ended December 31, 2011
	Income (Loss)			Avg. Shares Outstanding		Earnings Per Share
	(in millions, except per share amounts)
Net income attributable to Trinity Industries, Inc.	$	142.2
Unvested restricted share participation		(4.8	)
Net income attributable to Trinity Industries, Inc. — basic		137.4			77.5	$	1.77
Effect of dilutive securities:
Stock options		—			0.3
Net income attributable to Trinity Industries, Inc. — diluted	$	137.4			77.8	$	1.77

	Year Ended December 31, 2010
	Income (Loss)			Avg. Shares Outstanding		Earnings Per Share
	(in millions, except per share amounts)
Net income attributable to Trinity Industries, Inc.	$	67.4
Unvested restricted share participation		(2.3	)
Net income attributable to Trinity Industries, Inc. — basic		65.1			76.8	$	0.85
Effect of dilutive securities:
Stock options		—			0.2
Net income attributable to Trinity Industries, Inc. — diluted	$	65.1			77.0	$	0.85

	Year Ended December 31, 2009
	Income (Loss)			Avg. Shares Outstanding		Loss Per Share
	(in millions, except per share amounts)
Net loss attributable to Trinity Industries, Inc.	$	(137.7	)
Unvested restricted share participation		(1.0	)
Net loss attributable to Trinity Industries, Inc. — basic		(138.7	)		76.4	$	(1.81	)
Effect of dilutive securities:
Stock options		—			—
Net loss attributable to Trinity Industries, Inc. — diluted	$	(138.7	)		76.4	$	(1.81	)

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Fair Value Accounting (Tables)

12 Months Ended

Dec. 31, 2011

Fair Value Accounting [Abstract]

Assets and liabilities measured at fair value on recurring basis

	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	—	$	—	$	246.6
Restricted cash		240.3		—		—		240.3
Equity call agreement with TRIP Holdings equity investor (1)		—		—		0.7		0.7
Total assets	$	486.9	$	—	$	0.7	$	487.6
Liabilities:
Interest rate hedges (2)
Wholly-owned subsidiary	$	—	$	48.9	$	—	$	48.9
TRIP Holdings		—		4.8		—		4.8
Equity put agreement with TRIP Holdings equity investor (3)		—		—		3.1		3.1
Fuel derivative instruments (1)		—		0.1		—		0.1
Total liabilities	$	—	$	53.8	$	3.1	$	56.9

	Fair Value Measurement as of December 31, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	286.0	$	—	$	—	$	286.0
Short-term marketable securities		158.0		—		—		158.0
Restricted cash		207.1		—		—		207.1
Fuel derivative instruments (1)		—		0.1		—		0.1
Total assets	$	651.1	$	0.1	$	—	$	651.2
Liabilities:
Interest rate hedges (2)
Wholly-owned subsidiary	$	—	$	45.7	$	—	$	45.7
TRIP Holdings		—		48.3		—		48.3
Total liabilities	$	—	$	94.0	$	—	$	94.0

⁽¹⁾ Included in other assets on the consolidated balance sheet.

⁽²⁾  Included in accrued liabilities on the consolidated balance sheet.

⁽³⁾ Included in other liabilities on the consolidated balance sheet.

Carrying amounts and estimated fair values of long-term debt

	December 31, 2011					December 31, 2010
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	439.4	$	450.0		$	448.3
Less: unamortized discount		(99.8	)				(111.1	)
		350.2					338.9
Capital lease obligations		48.6			48.6		51.2			51.2
Term loan		54.7			55.7		57.4			54.2
Other		4.2			4.2		2.8			2.8
		457.7			547.9		450.3			556.5
Non-recourse:
2006 secured railcar equipment notes		269.3			278.5		283.2			302.8
Promissory notes		465.5			448.6		493.8			482.2
2009 secured railcar equipment notes		218.4			228.6		229.2			256.1
2010 secured railcar equipment notes		354.3			333.1		367.1			345.5
TILC warehouse facility		308.5			308.5		80.2			80.2
TRIP Holdings senior secured notes		61.2			61.6		—			—
TRIP Master Funding secured railcar equipment notes		840.0			834.9		—			—
TRIP Holdings warehouse loan		—			—		1,003.9			994.0
		2,517.2			2,493.8		2,457.4			2,460.8
Total	$	2,974.9		$	3,041.7	$	2,907.7		$	3,017.3

XML

Acquisitions and Divestitures (Tables)

12 Months Ended

Dec. 31, 2011

Acquisitions and Divestitures [Abstract]

Acquisition and divestiture activity

	Acquisitions						Divestitures
	Total cost		Net cash paid during the year		Goodwill recorded		Proceeds		Gain recognized		Goodwill charged off
	(in millions)
2011:
Construction Products Group	$	56.4	$	42.5	$	29.3	$	8.3	$	0.7	$	1.0
2010:
Construction Products Group
Quixote	$	58.1	$	39.9	$	22.7	$	—	$	—	$	—
Other		5.0		5.0		4.0		30.8		3.8		16.5
		63.1		44.9		26.7		30.8		3.8		16.5
Energy Equipment Group		7.4		5.0		6.6		—		—		—
	$	70.5	$	49.9	$	33.3	$	30.8	$	3.8	$	16.5

XML

Railcar Leasing and Management Services Group (Details 4) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Future contractual minimum rental revenues related to operating leases other than leases with the Trusts
2012	$ 4.3
2013	2.4
2014	1.7
2015	1.3
2016	1.0
Thereafter	1.9
Leasing Group [Member]
Future contractual minimum rental revenues related to operating leases other than leases with the Trusts
2012	349.5
2013	268.3
2014	195.4
2015	150.0
2016	110.5
Thereafter	237.5
Total	1,311.2
Leasing Group [Member] | Future Operating Lease Obligations [Member]
Future contractual minimum rental revenues related to operating leases other than leases with the Trusts
2012	8.3
2013	8.0
2014	7.9
2015	7.9
2016	7.7
Thereafter	33.4
Total	73.2
Leasing Group [Member] | Future Contractual Minimum Rental Revenues [Member]
Future contractual minimum rental revenues related to operating leases other than leases with the Trusts
2012	9.4
2013	8.5
2014	7.9
2015	5.0
2016	4.3
Thereafter	7.5
Total	$ 42.6

XML

Selected Quarterly Financial Data (Unadited) (Tables)

12 Months Ended

Dec. 31, 2011

Selected Quarterly Financial Data (Unaudited) [Abstract]

Selected Quarterly Financial Data (Unaudited)]

		september 30		september 30		september 30			september 30
	Three Months Ended
	March 31, 2011		June 30, 2011		September 30, 2011			December 31, 2011
	(in millions except per share data)
Revenues:
Manufacturing		$  514.4		$  580.1		$  643.7			$  785.5
Leasing		119.8		128.2		147.4			156.0
		634.2		708.3		791.1			941.5
Operating costs:
Costs of revenues:
Manufacturing		431.7		498.2		548.4			686.4
Leasing		60.5		63.3		78.6			87.9
Other		8.1		7.4		7.1			5.3
		500.3		568.9		634.1			779.6
Selling, engineering, and administrative expenses		50.3		47.5		53.5			57.8
Gain (loss) on disposition of property, plant, and equipment:
Net gains on lease fleet sales		1.1		0.4		1.6			13.1
Disposition of flood-damaged property, plant, and equipment		—		—		0.6			17.0
Other		0.8		3.1		(0.3	)		4.8
		1.9		3.5		1.9			34.9
Operating profit		85.5		95.4		105.4			139.0
Net income		25.6		31.6		31.6			56.9
Net income attributable to Trinity Industries, Inc.		24.2		30.0		31.9			56.1
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted		$  0.30		$  0.37		$  0.40			$  0.70

	Three Months Ended
	March 31, 2010		June 30, 2010		September 30, 2010		December 31, 2010
	(in millions except per share data)
Revenues:
Manufacturing		$  332.8		$  423.5		$  417.9		$  516.8
Leasing		114.9		115.2		115.2		119.2
		447.7		538.7		533.1		636.0
Operating costs:
Costs of revenues:
Manufacturing		283.1		351.7		348.1		451.8
Leasing		64.0		61.8		59.2		59.0
Other		4.1		2.1		2.1		2.6
		351.2		415.6		409.4		513.4
Selling, engineering, and administrative expenses		48.4		45.5		48.7		43.7
Gain (loss) on disposition of property, plant, and equipment:
Net gains on lease fleet sales		1.7		0.3		2.3		2.3
Disposition of flood-damaged property, plant, and equipment		—		—		10.2		(0.5	)
Other		2.2		1.0		4.4		0.3
		3.9		1.3		16.9		2.1
Operating profit		52.0		78.9		91.9		81.0
Net income		4.3		21.1		31.5		18.5
Net income attributable to Trinity Industries, Inc.		2.0		18.4		29.7		17.3
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted		$  0.02		$  0.23		$  0.37		$  0.22

Change in Accounting for Lease Fleet Sales

		Three Months			Three Months			Three Months			Three Months
	Originally Reported as Adjusted for the Change in Presentation for Lease Fleet Railcar Sales
	Three Months Ended March  31, 2011			Six Months Ended June  30, 2011			Nine Months Ended September 30, 2011
		(in millions)
Total cash provided by (required by):
Operating activity	$	(11.5	)	$	(3.2	)	$	28.6
Investing activity		(35.6	)		(58.3	)		(125.6	)
Financing activity		(46.6	)		(35.4	)		15.8
Net increase (decrease) in cash and cash equivalents	$	(93.7	)	$	(96.9	)	$	(81.2	)
	Three Months Ended March 31, 2010			Six Months Ended June 30, 2010			Nine Months Ended September 30, 2010			Year Ended December 31, 2010
		(in millions)
Total cash provided by (required by):
Operating activity	$	(16.2	)	$	6.1		$	47.5		$	163.9
Investing activity		(268.4	)		(304.0	)		(333.0	)		(308.2	)
Financing activity		(69.5	)		(103.6	)		(175.1	)		(113.5	)
Net increase (decrease) in cash and cash equivalents	$	(354.1	)	$	(401.5	)	$	(460.6	)	$	(257.8	)

As Adjusted for the Change in Accounting for Lease Fleet Railcar Sales and the Recognition of Deferred Loan Issuance Costs

		Three Months			Three Months			Three Months			Three Months
	As Adjusted for the Change in Presentation for Lease  Fleet Railcar Sales and the Recognition of Deferred Loan Issuance Costs as Financing Activities
	Three Months Ended March 31, 2011			Six Months Ended June 30, 2011			Nine Months Ended September 30, 2011
		(in millions)
Total cash provided by (required by):
Operating activity	$	(5.6	)	$	2.7		$	49.7
Investing activity		(35.6	)		(58.3	)		(125.6	)
Financing activity		(52.5	)		(41.3	)		(5.3	)
Net increase (decrease) in cash and cash equivalents..	$	(93.7	)	$	(96.9	)	$	(81.2	)
	Three Months Ended March  31, 2010			Six Months Ended June  30, 2010			Nine Months Ended September 30, 2010			Year Ended December 31, 2010
		(in millions)
Total cash provided by (required by):
Operating activity	$	(16.0	)	$	6.3		$	47.8		$	170.5
Investing activity		(268.4	)		(304.0	)		(333.0	)		(308.2	)
Financing activity		(69.7	)		(103.8	)		(175.4	)		(120.1	)
Net increase (decrease) in cash and cash equivalents..	$	(354.1	)	$	(401.5	)	$	(460.6	)	$	(257.8	)

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2011

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Financial Information from continuing operations for segments

Year Ended December 31, 2011

	Revenues								Operating Profit (Loss)						Depreciation  & Amortization			Capital Expenditures
	External		Intersegment			Total						Assets
	(in millions)
Rail Group	$	931.7	$	343.0		$	1,274.7		$	77.3		$	684.6		$	23.9		$	11.4
Construction Products Group		577.2		12.9			590.1			53.4			403.2			20.7			12.1
Inland Barge Group		548.5		—			548.5			106.4			189.2			6.4			38.0	(1)
Energy Equipment Group		454.8		18.0			472.8			8.9			392.9			18.4			10.4
Railcar Leasing and Management Services Group		551.4		0.6			552.0			254.5			4,462.1			115.7			258.6
All Other		11.5		50.3			61.8			(3.8	)		30.5			4.4			4.0
Corporate		—		—			—			(43.6	)		512.9			3.6			5.5
Eliminations-Lease subsidiary		—		(325.5	)		(325.5	)		(28.3	)		(440.3	)		—			—
Eliminations – Other		—		(99.3	)		(99.3	)		0.5			(114.1	)		(0.2	)		—
Consolidated Total	$	3,075.1	$	—		$	3,075.1		$	425.3		$	6,121.0		$	192.9		$	340.0

Year Ended December 31, 2010

									Operating
	Revenues								Profit						Depreciation &			Capital
	External		Intersegment			Total			(Loss)			Assets			Amortization			Expenditures
	(in millions)
Rail Group	$	289.7	$	232.4		$	522.1		$	1.5		$	482.9		$	24.0		$	4.0
Construction Products Group		558.3		20.5			578.8			47.4			335.2			23.7			5.5
Inland Barge Group		422.3		—			422.3			69.0			94.5			5.5			14.6	(1)
Energy Equipment Group		408.5		11.1			419.6			35.1			352.4			17.1			8.1
Railcar Leasing and Management Services Group		464.5		—			464.5			207.0			4,452.6			112.6			213.8
All Other		12.2		36.3			48.5			(11.4	)		27.5			3.6			4.2
Corporate		—		—			—			(33.8	)		538.5			3.4			4.6
Eliminations-Lease subsidiary		—		(216.8	)		(216.8	)		(8.4	)		(522.1	)		—			—
Eliminations – Other		—		(83.5	)		(83.5	)		(2.6	)		(1.5	)		(0.3	)		—
Consolidated Total	$	2,155.5	$	—		$	2,155.5		$	303.8		$	5,760.0		$	189.6		$	254.8

(1) Primarily related to repair and replacement of property, plant and equipment at the Company’s inland barge manufacturing facilities in Missouri and Tennessee. See Note 8 – Property, Plant, and Equipment.

Year Ended December 31, 2009

	Revenues								Operating Profit (Loss)						Depreciation  & Amortization			Capital Expenditures
	External		Intersegment			Total						Assets
	(in millions)
Rail Group	$	485.2	$	410.1		$	895.3		$	(355.9	)	$	450.7		$	25.0		$	19.6
Construction Products Group		524.0		14.5			538.5			32.6			277.3			23.5			11.6
Inland Barge Group		527.3		—			527.3			125.2			69.4			6.1			1.3
Energy Equipment Group		502.2		7.8			510.0			73.8			242.0			16.9			9.1
Railcar Leasing and Management Services Group		370.2		—			370.2			149.0			3,167.3			82.4			343.0
All Other		12.0		36.4			48.4			0.8			27.6			3.1			2.0
Corporate		—		—			—			(30.8	)		753.1			4.2			3.8
Eliminations-Lease subsidiary		—		(391.6	)		(391.6	)		(22.6	)		(329.0	)		—			—
Eliminations – Other		—		(77.2	)		(77.2	)		(3.0	)		(2.0	)		(0.4	)		—
Consolidated Total	$	2,420.9	$	—		$	2,420.9		$	(30.9	)	$	4,656.4		$	160.8		$	390.4

Externally reported revenues and operating profit for our Mexico operations

	External Revenues						Operating Profit
	Year Ended December 31,						Year Ended December 31,
	2011		2010		2009		2011			2010	2009
	(in millions)
Mexico	$	123.0	$	98.3	$	86.8	$	18.4	$3.4		$	15.2

Total assets and long-lived assets for our Mexico operations

	Total Assets				Long-Lived Assets
	December 31,
	2011		2010		2011		2010
	(in millions)
Mexico	$	240.4	$	288.8	$	143.2	$	151.7

XML

Railcar Leasing and Management Services Group (Tables)

12 Months Ended

Dec. 31, 2011

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Consolidating financial information

	December 31, 2011
	Leasing Group
	Wholly Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	3.2		$	—		$	347.9		$	351.1
Property, plant, and equipment, net	$	3,066.0		$	1,135.0		$	510.0		$	4,711.0
Net deferred profit on railcars sold to the Leasing Group		(344.5	)		(187.0	)		—			(531.5	)
	$	2,721.5		$	948.0		$	510.0		$	4,179.5
Restricted cash	$	165.7		$	74.6		$	—		$	240.3
Debt:
Recourse	$	103.3		$	—		$	454.2		$	557.5
Less: unamortized discount		—			—			(99.8	)		(99.8	)
		103.3			—			354.4			457.7
Non-recourse		1,616.0			1,010.0			—			2,626.0
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,719.3		$	901.2		$	354.4		$	2,974.9
Net deferred tax liabilities	$	582.4		$	4.7		$	(152.4	)	$	434.7

	December 31, 2010
	Leasing Group
	Wholly Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	3.8		$	—		$	508.2		$	512.0
Property, plant, and equipment, net	$	2,965.4		$	1,191.8		$	491.4		$	4,648.6
Net deferred profit on railcars sold to the Leasing Group		(340.4	)		(196.2	)		—			(536.6	)
	$	2,625.0		$	995.6		$	491.4		$	4,112.0
Restricted cash	$	161.1		$	46.0		$	—		$	207.1
Debt:
Recourse	$	108.6		$	—		$	452.8		$	561.4
Less: unamortized discount		—			—			(111.1	)		(111.1	)
		108.6			—			341.7			450.3
Non-recourse		1,453.5			1,003.9			—			2,457.4
Total debt	$	1,562.1		$	1,003.9		$	341.7		$	2,907.7
Net deferred tax liabilities	$	515.7		$	(0.3	)	$	(124.4	)	$	391.0

Investment in TRIP Holdings and TRIP Holdings' debt

	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues:
Wholly-owned subsidiaries:
Leasing and management	$	375.1		$	345.4		$	329.3			8.6	%		4.9	%
Railcar sales (1)		59.4			3.1			40.9			*			*
		434.5			348.5			370.2			24.7	%		(5.9	)%
TRIP Holdings:
Leasing and management		117.5			116.0			—			1.3	%		—
Railcar sales (1)		—			—			—			—			—
		117.5			116.0			—			1.3	%		—
Total revenues	$	552.0		$	464.5		$	370.2			18.8	%		25.5	%
Operating profit:
Wholly-owned subsidiaries:
Leasing and management	$	156.3		$	131.7		$	128.5
Railcar sales (1):
Railcars owned one year or less at the time of sale		13.2			0.2			2.1
Railcars owned more than one year at the time of sale		11.8			6.6			18.4
		181.3			138.5			149.0
TRIP Holdings:
Leasing and management		68.8			68.5			—
Railcar sales (1):
Railcars owned one year or less at the time of sale		—			—			—
Railcars owned more than one year at the time of sale		4.4			—			—
		73.2			68.5			—
Total operating profit	$	254.5		$	207.0		$	149.0
Operating profit margin:
Leasing and management		45.7	%		43.4	%		39.0	%
Railcar sales		*			*			*
Total operating profit margin		46.1	%		44.6	%		40.2	%
Interest and rent expense (2):
Rent expense	$	48.6		$	48.6		$	46.7
Interest expense:
Wholly-owned subsidiaries	$	101.3		$	91.7		$	80.1
TRIP Holdings:
External	$	53.1		$	46.9		$	—
Intercompany		6.4			—			—
		59.5			46.9			—
Total interest expense	$	160.8		$	138.6		$	80.1

*Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.

⁽²⁾  Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

Future contractual minimum rental revenues on leases

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Wholly-owned subsidiaries	$	255.9	$	205.7	$	153.5	$	116.3	$	81.6	$	181.8	$	994.8
TRIP Holdings		93.6		62.6		41.9		33.7		28.9		55.7		316.4
	$	349.5	$	268.3	$	195.4	$	150.0	$	110.5	$	237.5	$	1,311.2

Future operating lease obligations and future contractual minimum rental revenues related to these leases

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	44.5	$	45.7	$	44.9	$	43.2	$	40.2	$	341.8	$	560.3
Future contractual minimum rental revenues of Trusts’ railcars	$	57.5	$	40.7	$	26.3	$	19.8	$	12.5	$	24.0	$	180.8

Future contractual minimum rental revenues related to operating leases other than leases with the Trusts

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations	$	8.3	$	8.0	$	7.9	$	7.9	$	7.7	$	33.4	$	73.2
Future contractual minimum rental revenues	$	9.4	$	8.5	$	7.9	$	5.0	$	4.3	$	7.5	$	42.6

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we” or “our”) include the accounts of all majority owned subsidiaries. The equity method of accounting is used for companies in which the Company has significant influence and 50% or less ownership. All significant intercompany accounts and transactions have been eliminated.

On January 1, 2010, the Company adopted the provisions of a new accounting standard, Accounting Standards Codification (“ASC”) 810-10, 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 sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the years ended December 31, 2011 and 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. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and 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%. The effect of adopting this accounting standard was an increase to income from continuing operations and net income attributable to Trinity Industries, Inc. of $5.3 million or $0.07 per share in 2010. See Note 6 Investment in TRIP Holdings for further discussion.

Stockholders’ Equity

On December 9, 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011. This program replaced the Company’s previous share repurchase program and expires December 31, 2012. No shares were repurchased under this program for the year ended December 31, 2011.

For the quarter ended June 30, 2011, an amount of $15.5 million was reclassified between capital in excess of par value and accumulated other comprehensive loss to properly reflect the additional amount of accumulated unrealized loss on derivative financial instruments attributable to the Company after the purchase of additional interests in TRIP Holdings.

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $33.6 million and $154.3 million for the years ended December 31, 2010 and 2009, respectively. Additionally, this change resulted in additional cash flow provided by operating activities with an offsetting decrease in cash flow from investing activities of $0.3 million and $2.1 million for the years ended December 31, 2010 and 2009, respectively.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax benefits deemed more likely than not that will be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less or short-term marketable securities if purchased with a maturity of more than three months and less than one year.

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures to monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, receivables and accounts payable are considered to be representative of their respective fair values. One customer accounted for approximately 21% of the total receivables balance outstanding at December 31, 2011 and paid approximately 69% of their balance to date in 2012.

Inventories

Inventories are valued at the lower of cost or market, with cost determined principally on the first in first out method. Market is replacement cost or net realizable value. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements — 3 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; machinery and equipment — 2 to 10 years; information systems hardware and software — 2 to 5 years; and railcars in our lease fleet — generally 35 years. The costs of ordinary maintenance and repair are charged to operating costs while renewals and major replacements are capitalized.

Long-lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment annually, or on an interim basis whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process with step one requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325.0 million during the second quarter of 2009. See Note 9 Goodwill for further explanation and results of this test. As of December 31, 2011 and 2010, 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.

Intangible assets with defined useful lives, which as of December 31, 2011 had net book values of $24.7 million, are amortized over their estimated useful lives, and are also evaluated for potential impairment at least annually. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.

Restricted Cash

Restricted cash consists of cash and cash equivalents that are held as collateral for the Company’s non-recourse debt and lease obligations and as such are restricted in use.

Insurance

The Company is effectively self-insured for workers’ compensation. A third party administrator is used to process claims. We accrue our workers’ compensation liability based upon independent actuarial studies.

Warranties

Depending on the product, the Company provides warranties against materials and manufacturing defects generally ranging from one to five years. 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 asserted by customers. 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.

Foreign Currency Translation

Operations outside the United States prepare financial statements in currencies other than the United States dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity and other comprehensive loss. The functional currency of our Mexico operations is considered to be the United States dollar.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive net income (loss) consists of net income (loss), foreign currency translation adjustments, the effective unrealized portions of changes in fair value of the Company’s derivative financial instruments, and the change in the funded status of pension liabilities. See Note 15 Accumulated Other Comprehensive Loss (“AOCL”). All components are shown net of tax.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In June 2009, the FASB issued a new accounting standard, ASC 810-10, which amended the previous accounting rules for consolidation of variable interest entities. The new standard replaced 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 provided 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 additional explanation of the effects of implementing this pronouncement as it applies to our investment in TRIP Holdings.

Management’s Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications and Revisions

Certain prior year balances have been reclassified in the Consolidated Statements of Operations and Cash Flows to conform to the 2011 presentations related to the presentation of lease fleet railcar sales. The effect of properly classifying deferred loan issuance costs incurred in the Consolidated Statements of Cash Flows from an operating activity within the change in other assets to a financing activity to properly state such costs as financing activities, amounted to $6.6 million and $19.0 million for the years ended December 31, 2010 and 2009, respectively. See Note 19 Selected Quarterly Financial Data for further discussion.

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Investment in TRIP Holdings (Tables)

12 Months Ended

Dec. 31, 2011

Investment in TRIP Holdings [Abstract]

Companies carrying value of its investment in TRIP

	December 31, 2011			December 31, 2010
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors		44.8			44.8
		92.1			92.1
Equity in earnings		12.0			7.5
Equity in unrealized losses on derivative financial instruments		(1.3	)		(1.4	)
Distributions		(7.0	)		(7.0	)
Deferred broker fees		(0.6	)		(0.8	)
	$	95.2		$	90.4

Sales of railcars to TRIP Leasing and related gains

	Year Ended December 31,
	2011		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:
Railcars owned one year or less at the time of sale	$	—	$	—	$	39.4
Railcars owned for more than one year at the time of sale		—		—		144.4
	$	—	$	—	$	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

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Employee Retirement Plans (Details 4) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	$ 290.6	$ 291.1	$ 257.6
Plan assets:
Cash and cash equivalents	3.00%	1.00%
Equity securities	66.00%	68.00%
Equity securities, minimum	55.00%
Equity securities, maximum	65.00%
Debt securities	31.00%	31.00%
Debt securities, minimum	35.00%
Debt securities, maximum	45.00%
Total	100.00%	100.00%
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	83.2	80.8
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	207.4	210.3
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets
Temporary cash investments [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	9.7	3.5
Temporary cash investments [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	9.7	3.5
Common trust funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	207.4	210.3
Common trust funds [Member] | Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	207.4	210.3
Registered investment companies [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	73.5	71.7
Registered investment companies [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets	73.5	71.7
Corporate stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets		2.9
Corporate stock [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets		2.9
Corporate bonds [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets		2.0
Corporate bonds [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets		2.0
U.S. government obligations [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets		0.7
U.S. government obligations [Member] | Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Estimated fair value of plan assets		$ 0.7

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Employee Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2011

Employee Retirement Plans [Abstract]

Actuarial Assumptions

	Year Ended December 31,
	2011			2010			2009
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate		5.40	%		5.90	%		6.10	%
Compensation increase rate		3.00	%		3.00	%		3.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate		5.90	%		6.10	%		6.50	%
Long-term rate of return on plan assets		7.75	%		7.75	%		7.75	%
Compensation increase rate		3.00	%		3.00	%		4.00	%

Components of net retirement cost

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Expense Components
Service cost	$	0.8		$	0.9		$	3.0
Interest		19.6			18.7			19.7
Expected return on plan assets		(22.8	)		(20.1	)		(15.7	)
Amortization and deferral:
Actuarial loss		1.8			1.9			4.2
Prior service cost		0.1			0.1			0.1
Other		—			0.2			(0.4	)
Defined benefit expense		(0.5	)		1.7			10.9
Profit sharing		9.3			8.3			7.6
Net expense	$	8.8		$	10.0		$	18.5

Obligations and Funded Status

	Year Ended December 31,
	2011			2010
	(in millions)
Accumulated Benefit Obligations	$	364.8		$	335.7
Projected Benefit Obligations:
Beginning of year	$	335.8		$	326.1
Service cost		0.8			0.9
Interest		19.6			18.7
Benefits paid		(14.7	)		(12.9	)
Actuarial loss		23.3			3.3
Amendments		—			0.2
Settlements		—			(0.5	)
End of year	$	364.8		$	335.8
Plans’ Assets:
Beginning of year	$	291.1		$	257.6
Actual return on assets		(1.2	)		35.3
Employer contributions		15.4			11.6
Benefits paid		(14.7	)		(12.9	)
Settlements		—			(0.5	)
End of year	$	290.6		$	291.1
Consolidated Balance Sheet Components:
Funded status	$	(74.2	)	$	(44.7	)

Amounts Recognized in Other Comprehensive Income (Loss)

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Actuarial gain (loss)	$	(47.3	)	$	11.9		$	18.7
Amortization of actuarial loss		1.7			1.9			4.2
Amortization of prior service cost		0.1			0.1			0.1
Other		—			(0.2	)		—
Curtailments		—			—			33.5
Settlements		—			0.2			—
Total before income taxes		(45.5	)		13.9			56.5
Income tax expense (benefit)		(16.9	)		5.2			20.9
Net amount recognized in other comprehensive income (loss)	$	(28.6	)	$	8.7		$	35.6

Estimated fair value of plan assets

	Target Allocation			December 31, 2011			December 31, 2010
Cash and cash equivalents					3	%		1	%
Equity securities		55-65	%		66			68
Debt securities		35-45	%		31			31
Total					100	%		100	%

Benefit payments expected to be paid in future

	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	9.7	$	—	$	—	$	9.7
Common trust funds		—		207.4		—		207.4
Registered investment companies		73.5		—		—		73.5
	$	83.2	$	207.4	$	—	$	290.6

	Fair Value Measurement as of December 31, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	3.5	$	—	$	—	$	3.5
Common trust funds		—		210.3		—		210.3
Registered investment companies		71.7		—		—		71.7
Corporate stock		2.9		—		—		2.9
Corporate bonds		2.0		—		—		2.0
U.S. government obligations		0.7		—		—		0.7
	$	80.8	$	210.3	$	—	$	291.1

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Railcar Leasing and Management Services Group (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Revenues:
Total revenues	$ 156.0	$ 147.4	$ 128.2	$ 119.8	$ 119.2	$ 115.2	$ 115.2	$ 114.9	$ 551.4	$ 464.5	$ 370.2
Operating Profit:
Total operating profit	139.0	105.4	95.4	85.5	81.0	91.9	78.9	52.0	425.3	303.8	(30.9)
Interest and rent expense:
Interest Expense, Total									185.3	182.1	123.2
Leasing Group [Member]
Revenues:
Total revenues									552.0	464.5	370.2
Percent Change									18.80%	25.50%
Operating Profit:
Total operating profit									254.5	207.0	149.0
Operating profit margin:
Total operating profit margin									46.10%	44.60%	40.20%
Interest and rent expense:
Rent expense									48.6	48.6	46.7
Interest Expense, Total									160.8	138.6	80.1
Leasing Group [Member] | Leasing and management [Member]
Operating profit margin:
Total operating profit margin									45.70%	43.40%	39.00%
Leasing Group [Member] | Sales of cars from the lease fleet [Member]
Operating profit margin:
Total operating profit margin									0.00%	0.00%	0.00%
Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Revenues:
Total revenues									434.5	348.5	370.2
Percent Change									24.70%	(5.90%)
Operating Profit:
Total operating profit									181.3	138.5	149.0
Interest and rent expense:
Interest Expense, Total									101.3	91.7	80.1
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Leasing and management [Member]
Revenues:
Total revenues									375.1	345.4	329.3
Percent Change									8.60%	4.90%
Operating Profit:
Total operating profit									156.3	131.7	128.5
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Sales of cars from the lease fleet [Member]
Revenues:
Total revenues									59.4	3.1	40.9
Percent Change									0.00%	0.00%
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Railcar Owned One Year or Less [Member]
Operating Profit:
Total operating profit									13.2	0.2	2.1
Leasing Group [Member] | Wholly Owned Subsidiaries [Member] | Railcar Owned Greater than One Year [Member]
Operating Profit:
Total operating profit									11.8	6.6	18.4
Leasing Group [Member] | TRIP Holdings [Member]
Revenues:
Total revenues									117.5	116.0
Percent Change									1.30%
Operating Profit:
Total operating profit									73.2	68.5
Interest and rent expense:
Interest expense external									53.1	46.9
Interest expense intercompany									6.4
Interest Expense, Total									59.5	46.9
Leasing Group [Member] | TRIP Holdings [Member] | Leasing and management [Member]
Revenues:
Total revenues									117.5	116.0
Percent Change									1.30%
Operating Profit:
Total operating profit									68.8	68.5
Leasing Group [Member] | TRIP Holdings [Member] | Sales of cars from the lease fleet [Member]
Revenues:
Total revenues									0	0
Percent Change									0.00%
Leasing Group [Member] | TRIP Holdings [Member] | Railcar Owned One Year or Less [Member]
Operating Profit:
Total operating profit									0
Leasing Group [Member] | TRIP Holdings [Member] | Railcar Owned Greater than One Year [Member]
Operating Profit:
Total operating profit									$ 4.4

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Debt (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended			12 Months Ended		1 Months Ended												12 Months Ended				12 Months Ended		12 Months Ended		1 Months Ended
	Dec. 31, 2011	Dec. 31, 2009	Jul. 31, 2011	Dec. 31, 2011 Convertible subordinated notes [Member]	Dec. 31, 2010 Convertible subordinated notes [Member]	Feb. 28, 2011 TILC Warehouse Facility Non Recourse Leasing [Member] Installment	Dec. 31, 2011 TILC Warehouse Facility Non Recourse Leasing [Member]	Dec. 31, 2011 TRIP Holdings Senior Secured Notes [Member]	Dec. 31, 2011 TRIP Master Funding Secured Railcar Equipment Notes [Member]	Jul. 31, 2011 TRIP Master Funding Secured Railcar Equipment Notes [Member]	Dec. 31, 2011 TRIP Master Funding Secured Railcar Equipment Class A-1a Notes [Member]	Dec. 31, 2011 TRIP Master Funding Secured Railcar Equipment Class A-1b Notes [Member]	Dec. 31, 2011 TRIP Master Funding Secured Railcar Equipment Class A-2 Notes [Member]	Dec. 31, 2011 Corporate Revolving Credit Facility [Member]	Oct. 20, 2011 Corporate Revolving Credit Facility [Member]	Jul. 31, 2011 TRIP Holdings Warehouse Loan Non Recourse Leasing [Member]	Jun. 30, 2007 TRIP Holdings Warehouse Loan Non Recourse Leasing [Member]	Dec. 31, 2011 2006 Secured Railcar Equipment Notes Non Recourse [Member] Trinity Rail Leasing V [Member]	May 31, 2006 2006 Secured Railcar Equipment Notes Non Recourse [Member] Trinity Rail Leasing V [Member]	Dec. 31, 2011 Promissory notes [Member] Trinity Rail Leasing VI [Member]	May 31, 2008 Promissory notes [Member] Trinity Rail Leasing VI [Member]	Dec. 31, 2011 2009 Secured Railcar Equipment Notes Non Recourse [Member] Trinity Rail Leasing VII [Member]	Nov. 30, 2009 2009 Secured Railcar Equipment Notes Non Recourse [Member] Trinity Rail Leasing VII [Member]	Dec. 31, 2011 2010 Secured Railcar Equipment Notes Non Recourse [Member] Trinity Rail Leasing [Member]	Oct. 31, 2010 2010 Secured Railcar Equipment Notes Non Recourse [Member] Trinity Rail Leasing [Member]	Nov. 30, 2010 6.5% Senior Notes [Member]	Dec. 31, 2011 6.5% Senior Notes [Member]	Dec. 31, 2011 Unsecured Debt [Member]
Debt (Textual) [Abstract]
Revolving credit facility							$ 475.0								$ 425.0
Revolving credit facility expiration date before extended	Oct. 20, 2016
Used revolving credit facility for letter of credit														74.1
Availability of the revolving credit facility							166.5							350.9
Borrowing under revolving credit facility exclusive of letters of credit	0
Letter of credit maturing current year	69.2
Amended credit facility, description of variable rate reference rate basis														LIBOR
Percentage points added to LIBOR to compute Interest rates on the amended credit facility														1.50%
Amended credit facility, description of variable rate reference rate basis, alternative computation														prime
Percentage points added to prime to compute Interest rates on the amended credit facility, alternative computation														0.50%
Subordinated Long-term Debt, Noncurrent				450.0
Interest rate on notes				3.875%				8.00%			4.37%		6.02%					5.90%				6.66%		5.19%				6.50%
Maturity date				Jun. 01, 2036														May 14, 2036				Nov. 16, 2039		Oct. 16, 2040
Date before which notes can't be redeemed				Jun. 01, 2018
Rate at which LIBOR portion of debt is fixed due to issuance of Interest rate swap																				4.13%
Value at which notes can be redeemed for cash				at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest (including any contingent interest) up to, but excluding, the redemption date
Percentage of principal amount used in cash redemption value computation	100.00%
Capital in excess of par value related to the convertible subordinated notes' conversion options				92.8	92.8
Effective annual interest rate based upon the estimated market interest rate				8.42%
Conversion price of convertible subordinated notes				$ 51.41
Number of shares issuable in exchange of Convertible Subordinated Notes				8,753,161
TILC warehouse facility							308.5
Interest at a defined index rate plus a margin for advances under the facility							2.30%
Period for which interest rate swap issued																				7 years
Rate increase on each of seventh and eighth anniversary dates of issuance																				0.50%
Rate increase on each of tenth anniversary dates of issuance																				2.00%
Additional period for warehouse loan facility						2 years
Maturity date of warehouse loan facility						February, 2013
Number of installments payable for amounts outstanding at maturity, absent renewal						3
Installment payable date, installment one						August 2013
Installment payable date, installment two						February 2014
Debt instrument maturity period																				30 years
Installment payable date, installment three						August 2014
Debt Instrument, Face Amount										857.0						175.0	1,190.0		355.0		572.2		238.3		369.2
Debt instrument final maturity date								Jul. 06, 2014
Debt instrument, Yield to call percentage for redemptions or other prepayments on or prior to January 15, 2013								12.00%
Debt instrument, Yield to call percentage for redemptions or other prepayments after January 15, 2013								15.00%
Trinity portion of the TRIP Holdings Senior Secured Notes			112.0
Percentage points added to LIBOR												2.50%								1.50%
Total Outstanding											211.1	119.3	509.6											354.3
Amount Outstanding																		269.3		465.5		218.4
Term loan agreement, total		61.0
Capital lease obligation, total		56.6
Unsecured senior Notes redeemed																										201.5
Maturity year of unsecured senior notes																											2014
Redemption price as percentage of principal amount																										102.167%
Expenses related to redemption																										$ 5.9
Extended period for credit facility															4 years
Debt Instrument, final maturity date description									in July 2041
Debt instrument interest rate features											payable monthly	payable monthly	payable monthly

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Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Revenues:
Manufacturing	$ 2,523.7	$ 1,691.0	$ 2,050.7
Leasing	551.4	464.5	370.2
Total Revenues	3,075.1	2,155.5	2,420.9
Cost of revenues:
Manufacturing	2,164.7	1,434.7	1,712.5
Leasing	290.3	244.0	226.7
Other	27.9	10.9	25.7
Total cost of revenues	2,482.9	1,689.6	1,964.9
Selling, engineering, and administrative expenses:
Manufacturing	142.2	132.3	142.5
Leasing	23.4	20.1	12.9
Other	43.5	33.9	30.7
Total selling, engineering, and administrative expenses	209.1	186.3	186.1
Goodwill impairment			325.0
Gain on disposition of property, plant, and equipment:
Net gains on lease fleet sales	16.2	6.6	18.4
Disposition of flood-damaged property, plant, and equipment	17.6	9.7
Other	8.4	7.9	5.8
Total gain on disposition of property, plant, and equipment	42.2	24.2	24.2
Total operating profit (loss)	425.3	303.8	(30.9)
Other (income) expense:
Interest income	(1.5)	(1.4)	(1.7)
Interest expense	185.3	182.1	123.2
Other, net	4.0	6.8	(5.3)
Nonoperating income (expense), total	187.8	187.5	116.2
Income (loss) before income taxes	237.5	116.3	(147.1)
Provision (benefit) for income taxes:
Current	30.9	(19.2)	14.4
Deferred	60.9	60.1	(23.8)
Provision for income taxes	91.8	40.9	(9.4)
Net income (loss)	145.7	75.4	(137.7)
Net income attributable to noncontrolling interest	3.5	8.0
Net income (loss) attributable to Trinity Industries, Inc.	$ 142.2	$ 67.4	$ (137.7)
Net income (loss) attributable to Trinity Industries, Inc. per common share:
Basic	$ 1.77	$ 0.85	$ (1.81)
Diluted	$ 1.77	$ 0.85	$ (1.81)
Weighted average number of shares outstanding:
Basic	77.5	76.8	76.4
Diluted	77.8	77.0	76.4
Dividends declared per common share	$ 0.35	$ 0.32	$ 0.32

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Summary of Significant Accounting Policies (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended		12 Months Ended
	Sep. 30, 2010	Jun. 30, 2011	Jun. 30, 2009	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 09, 2010
New Accounting Pronouncements or Change In Accounting Principle [Line Items]
Noncontrolling interest				$ 84.5	$ 80.9
Summary of Significant Accounting Policies (Textual) [Abstract]
Increase in ownership interest percentage in TRIP Holdings	57.00%
Effect of adopting accounting standard resulted in increase to net income					5.3
Effect of adopting accounting standard, per share					$ 0.07
Authorization for repurchase shares by board of director							200
Shares repurchased, shares				0
Share repurchase program effective date							Jan. 01, 2011
Reclassification of purchase of additional interest in TRIP Holdings		15.5			(37.6)
Percentage of tax benefits realized				50.00%
Percentage of receivables, outstanding				21.00%
Percentage of receivables, paid next year				69.00%
Goodwill impairment			325.0			325.0
Net book value of intangible assets				24.7
Decrease in revenue due to adaptation of emerging industry policy					33.6	154.3
Offsetting decrease in cash flow from investing activities due to adaptation of emerging industry policy					0.3	2.1
Reclassification of deferred loan issuance costs from an operating activity to a financing activity					6.6	19.0
TRIP Holdings [Member]
New Accounting Pronouncements or Change In Accounting Principle [Line Items]
Retained earnings					105.4
Net of tax benefit					57.7
Noncontrolling interest					$ 129.9
Maximum [Member]
New Accounting Pronouncements or Change In Accounting Principle [Line Items]
Product warranties against workmanship and materials defects				5 years
Percentage of ownership for using equity method of accounting				50.00%
Minimum [Member]
New Accounting Pronouncements or Change In Accounting Principle [Line Items]
Product warranties against workmanship and materials defects				1 year
Building Improvements [Member]
Property Plant and Equipment [Line Items]
Estimated useful lives, Minimum				3
Estimated useful lives, Maximum				30
Leasehold Improvements [Member]
Property Plant and Equipment [Line Items]
Estimated useful lives, Maximum				7
Machinery and other [Member]
Property Plant and Equipment [Line Items]
Estimated useful lives, Minimum				2
Estimated useful lives, Maximum				10
Information Systems Hardware and Software [Member]
Property Plant and Equipment [Line Items]
Estimated useful lives, Minimum				2
Estimated useful lives, Maximum				5
Railcars in lease fleet [Member]
Property Plant and Equipment [Line Items]
Estimated useful lives, Average				35

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Selected Quarterly Financial Data (Unaudited) (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2011	Mar. 31, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2011	Dec. 31, 2010
Selected quarterly financial data (unaudited) (Textual) [Abstract]
Minimum period for recognition of net gain loss from disposal of long term asset							1 year
Maximum period for recognition of lease revenue and cost of revenue on gross basis							1 year
Impact of Restatement in Cash Flow	$ 5.9	$ 0.2	$ 5.9	$ 0.2	$ 21.1	$ 0.3		$ 6.6

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Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Consolidated Statements of Cash Flows [Abstract]
Interest paid	$ 154.9	$ 160.5	$ 101.4
Capitalized interest	0	0	0
Tax refunds received, net of payments made	2.5	16.0	85.6
Capital lease equipment acquired			$ 56.6

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Selected Quarterly Financial Data (Unaudited) (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2011	Mar. 31, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Total cash provided by (required by):
Operating activity	$ (11.5)	$ (16.2)	$ (3.2)	$ 6.1	$ 28.6	$ 47.5	$ 104.3	$ 170.5	$ 707.3
Investing activity	(35.6)	(268.4)	(58.3)	(304.0)	(125.6)	(333.0)	(85.0)	(308.2)	(187.4)
Financing activity	(46.6)	(69.5)	(35.4)	(103.6)	15.8	(175.1)	(22.2)	(120.1)	(69.9)
Net increase (decrease) in cash and cash equivalents	$ (93.7)	$ (354.1)	$ (96.9)	$ (401.5)	$ (81.2)	$ (460.6)	$ (2.9)	$ (257.8)	$ 450.0

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Investment in TRIP Holdings (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Trinity Industries Leasing Company (TILC) [Member]
Sales of railcars to TRIP Leasing and related gains
Sales of railcars to TRIP Leasing	$ 0	$ 0	$ 183.8
Railcars owned one year or less at the time of sale	0	0	39.4
Railcars owned for more than one year at the time of sale	0	0	144.4
Recognition of previously deferred gain on sales	0	0	30.3
Deferral of gain on sales of railcars	0	0	7.6
Rail Group [Member]
Sales of railcars to TRIP Leasing and related gains
Sales of railcars to TRIP Leasing	0	0	113.0
Gain on sales of railcars	0	0	11.2
Deferral of gain on sales of railcars	$ 0	$ 0	$ 2.8

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2011

Goodwill [Abstract]

Goodwill by Segment

	December 31, 2011		December 31, 2010
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group		90.7		62.4
Energy Equipment Group		10.9		10.9
Railcar Leasing and Management Services Group		1.8		1.8
	$	225.9	$	197.6

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Property, Plant, and Equipment (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	$ 5,407.9	$ 5,202.2
Less accumulated depreciation, including TRIP Holdings of $122.7 and $90.3	(1,228.4)	(1,090.2)
Property plant and equipment net before adjustment to Net deferred profit	4,711.0	4,648.6
Property, plant and equipment, total	4,179.5	4,112.0
TRIP Holdings [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	1,257.7	1,282.1
Less accumulated depreciation, including TRIP Holdings of $122.7 and $90.3	(122.7)	(90.3)
Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	1,242.8	1,168.7
Less accumulated depreciation, including TRIP Holdings of $122.7 and $90.3	(732.8)	(677.3)
Property plant and equipment net before adjustment to Net deferred profit	510.0	491.4
Property, plant and equipment, total	510.0	491.4
Leasing Group [Member] | TRIP Holdings [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	1,257.7	1,282.1
Less accumulated depreciation, including TRIP Holdings of $122.7 and $90.3	(122.7)	(90.3)
Property plant and equipment net before adjustment to Net deferred profit	1,135.0	1,191.8
Net deferred profit on railcars sold to the Leasing Group	(187.0)	(196.2)
Property, plant and equipment, total	948.0	995.6
Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	3,438.9	3,288.0
Less accumulated depreciation, including TRIP Holdings of $122.7 and $90.3	(372.9)	(322.6)
Property plant and equipment net before adjustment to Net deferred profit	3,066.0	2,965.4
Net deferred profit on railcars sold to the Leasing Group	(344.5)	(340.4)
Property, plant and equipment, total	2,721.5	2,625.0
Land [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	41.6	40.9
Buildings and improvements [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	429.7	418.4
Machinery and other [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	758.7	699.7
Machinery and other [Member] | Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	9.6	38.2
Construction in progress [Member] | Manufacturing/Corporate [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	12.8	9.7
Equipment on lease [Member] | Leasing Group [Member] | Wholly Owned Subsidiaries [Member]
Components of property, plant, and equipment
Property, plant and equipment of TRIP Holdings	$ 3,429.3	$ 3,249.8

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Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2011

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

Note 15. Accumulated Other Comprehensive Loss

Comprehensive net income (loss) is as follows:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Net income (loss) attributable to Trinity Industries, Inc.	$	142.2		$	67.4		$	(137.7	)
Other comprehensive income (loss):
Change in funded status of pension liability, net of tax expense (benefit) of $(16.9), $5.2, and $20.9		(28.6	)		8.7			35.6
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $0.4, $(2.6), and $14.2		0.1			(7.3	)		27.8
Other changes, net of tax benefit of $—, 0.7, and (0.0)		—			1.1			(0.1	)
Comprehensive net income (loss) attributable to Trinity Industries, Inc.	$	113.7		$	69.9		$	(74.4	)

The components of accumulated other comprehensive loss are as follows:

	December 31, 2011			December 31, 2010
	(in millions)
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.2)	$	(17.1	)	$	(17.1	)
Funded status of pension liability, net of tax benefit of $(41.7) and $(24.8)		(70.7	)		(42.1	)
Unrealized loss on derivative financial instruments, net of tax benefit of $(34.9) and $(21.4)		(46.2	)		(36.3	)
	$	(134.0	)	$	(95.5	)

See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings.

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Warranties (Tables)

12 Months Ended

Dec. 31, 2011

Warranties / Commitments and Contingencies [Abstract]

Changes in the accruals for warranties

	December 31, 2011			December 31, 2010			December 31, 2009
	(in millions)
Beginning balance	$	13.2		$	19.6		$	25.7
Warranty costs incurred		(6.3	)		(5.7	)		(8.6	)
Warranty originations and revisions		9.1			1.9			9.8
Warranty expirations		(2.5	)		(2.6	)		(7.3	)
Ending balance	$	13.5		$	13.2		$	19.6

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Earning Per Common Share

12 Months Ended

Dec. 31, 2011

Earnings Per Common Share [Abstract]

Earning Per Common Share

Note 17. Earnings Per Common Share

Basic net income attributable to Trinity Industries, Inc. 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 basic 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 3.0 million shares, 2.8 million shares, and 3.7 million shares, respectively, for the years ended December 31, 2011, 2010 and 2009, respectively.

The computation of basic and diluted net income (loss) attributable to Trinity Industries, Inc. is as follows:

	Year Ended December 31, 2011
	Income (Loss)			Avg. Shares Outstanding		Earnings Per Share
	(in millions, except per share amounts)
Net income attributable to Trinity Industries, Inc.	$	142.2
Unvested restricted share participation		(4.8	)
Net income attributable to Trinity Industries, Inc. — basic		137.4			77.5	$	1.77
Effect of dilutive securities:
Stock options		—			0.3
Net income attributable to Trinity Industries, Inc. — diluted	$	137.4			77.8	$	1.77

	Year Ended December 31, 2010
	Income (Loss)			Avg. Shares Outstanding		Earnings Per Share
	(in millions, except per share amounts)
Net income attributable to Trinity Industries, Inc.	$	67.4
Unvested restricted share participation		(2.3	)
Net income attributable to Trinity Industries, Inc. — basic		65.1			76.8	$	0.85
Effect of dilutive securities:
Stock options		—			0.2
Net income attributable to Trinity Industries, Inc. — diluted	$	65.1			77.0	$	0.85

	Year Ended December 31, 2009
	Income (Loss)			Avg. Shares Outstanding		Loss Per Share
	(in millions, except per share amounts)
Net loss attributable to Trinity Industries, Inc.	$	(137.7	)
Unvested restricted share participation		(1.0	)
Net loss attributable to Trinity Industries, Inc. — basic		(138.7	)		76.4	$	(1.81	)
Effect of dilutive securities:
Stock options		—			—
Net loss attributable to Trinity Industries, Inc. — diluted	$	(138.7	)		76.4	$	(1.81	)

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Warranties (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Changes in the accruals for warranties
Beginning balance	$ 13.2	$ 19.6	$ 25.7
Warranty costs incurred	(6.3)	(5.7)	(8.6)
Warranty originations and revisions	9.1	1.9	9.8
Warranty expirations	(2.5)	(2.6)	(7.3)
Ending balance	$ 13.5	$ 13.2	$ 19.6

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Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) In Millions, except Share data, unless otherwise specified	Total	Common Stock	Capital in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Trinity Stockholders' Equity	Noncontrolling Interest
Beginning Balance at Dec. 31, 2008	$ 1,912.3	$ 81.7	$ 612.7	$ 1,427.0	$ (161.3)	$ (47.8)	$ 1,912.3
Beginning Balance, Shares at Dec. 31, 2008		81,700,000				(2,300,000)
Net income (loss)	(137.7)			(137.7)			(137.7)
Other comprehensive income (loss), net of tax:
Change in funded status of pension liability	35.6				35.6		35.6
Unrealized loss on derivative financial instruments	27.8				27.8		27.8
Other changes	(0.1)				(0.1)		(0.1)
Comprehensive net income	(74.4)						(74.4)
Cash dividends on common stock	(25.3)			(25.3)			(25.3)
Restricted shares issued, net			(12.6)			12.6
Restricted shares issued, net, Shares						500,000
Shares repurchased, value	(6.3)					(6.3)	(6.3)
Shares repurchased, shares						(800,000)
Stock options exercised	1.1		(0.6)			1.7	1.1
Stock options exercised, Shares						100,000
Income tax expense from stock options exercised	(2.1)		(2.1)				(2.1)
Stock-based compensation expense	1.0		1.0				1.0
Other				(0.1)		0.1
Ending Balance at Dec. 31, 2009 (Previously Reported)	1,806.3	81.7	598.4	1,263.9	(98.0)	(39.7)	1,806.3
Ending Balance at Dec. 31, 2009	1,830.8	81.7	598.4	1,158.5	(98.0)	(39.7)	1,700.9	129.9
Ending Balance, Shares at Dec. 31, 2009 (Previously Reported)		81,700,000				(2,500,000)
Ending Balance, Shares at Dec. 31, 2009		81,700,000				(2,500,000)
Net income (loss)	75.4			67.4			67.4	8.0
Other comprehensive income (loss), net of tax:
Change in funded status of pension liability	8.7				8.7		8.7
Unrealized loss on derivative financial instruments	(16.4)				(7.3)		(7.3)	(9.1)
Other changes	1.1				1.1		1.1
Comprehensive net income	68.8						69.9	(1.1)
Cumulative effect of consolidating TRIP Holdings	24.5			(105.4)			(105.4)	129.9
Cash dividends on common stock	(25.4)			(25.4)			(25.4)
Restricted shares issued, net	6.9		(2.3)			9.2	6.9
Restricted shares issued, net, Shares						400,000
Stock options exercised	1.7		(0.8)			2.5	1.7
Stock options exercised, Shares						100,000
Income tax expense from stock options exercised	(0.2)		(0.2)				(0.2)
Stock-based compensation expense	0.6		0.6				0.6
Reclassification of purchase of additional interest in TRIP Holdings	(37.6)		10.3				10.3	(47.9)
Other	0.1		0.1			0.1	0.1
Ending Balance at Dec. 31, 2010	1,845.7	81.7	606.1	1,200.5	(95.5)	(28.0)	1,764.8	80.9
Ending Balance, Shares at Dec. 31, 2010		81,700,000				(1,900,000)
Net income (loss)	145.7			142.2			142.2	3.5
Other comprehensive income (loss), net of tax:
Change in funded status of pension liability	(28.6)				(28.6)		(28.6)
Unrealized loss on derivative financial instruments	0.2				0.1		0.1	0.1
Comprehensive net income	117.3						113.7	3.6
Cash dividends on common stock	(28.0)			(28.0)			(28.0)
Restricted shares issued, net	7.0		6.7			0.3	7.0
Restricted shares issued, net, Shares						200,000
Stock options exercised	2.1		(0.5)			2.6	2.1
Stock options exercised, Shares	226,571					200,000
Income tax expense from stock options exercised	3.5		3.5				3.5
Stock-based compensation expense	0.6		0.6				0.6
Reclassification of purchase of additional interest in TRIP Holdings			15.5		15.5
Tax expense allocation related to TRIP Holdings unrealized loss on derivative financial instruments			(5.5)		5.5
Other	0.1		0.1				0.1
Ending Balance at Dec. 31, 2011	$ 1,948.3	$ 81.7	$ 626.5	$ 1,314.7	$ (134.0)	$ (25.1)	$ 1,863.8	$ 84.5
Ending Balance, Shares at Dec. 31, 2011		81,700,000				(1,500,000)

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 351.1	$ 354.0
Short-term marketable securities		158.0
Receivables, net of allowance for doubtful accounts of $8.3 and $5.5	384.3	232.0
Income tax receivable	1.6	7.4
Inventories:
Raw materials and supplies	324.8	169.4
Work in process	125.6	83.3
Finished goods	99.5	78.6
Total inventories	549.9	331.3
Restricted cash, including TRIP Holdings of $74.6 and $46.0	240.3	207.1
Property, plant, and equipment, at cost, including TRIP Holdings of $1257.7and $1,282.1	5,407.9	5,202.2
Less accumulated depreciation, including TRIP Holdings of $122.7 and $90.3	(1,228.4)	(1,090.2)
Property, Plant and Equipment, net	4,179.5	4,112.0
Goodwill	225.9	197.6
Other assets	188.4	160.6
Total assets	6,121.0	5,760.0
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	207.4	132.8
Accrued liabilities	421.3	375.6
Debt:
Recourse, net of unamortized discount of $99.8and $111.1	457.7	450.3
Non-recourse:
Parent and wholly owned subsidiaries	1,616.0	1,453.5
TRIP Holdings	901.2	1,003.9
Total debt	2,974.9	2,907.7
Deferred income	38.7	33.6
Deferred income taxes	434.7	391.0
Other liabilities	95.7	73.6
Total liabilities	4,172.7	3,914.3
Stockholders' equity:
Preferred stock - 1.5 shares authorized and un-issued
Common stock - shares authorized - 200.0; shares issued and outstanding at December 31, 2011 - 81.7; at December 31, 2010 - 81.7	81.7	81.7
Capital in excess of par value	626.5	606.1
Retained earnings	1,314.7	1,200.5
Accumulated other comprehensive loss	(134.0)	(95.5)
Treasury stock - at December 31, 2011 - 1.5 shares; at December 31, 2010 - 1.9 shares	(25.1)	(28.0)
Total stockholders' equity	1,863.8	1,764.8
Noncontrolling interest	84.5	80.9
Total stockholders' equity including portion attributable to noncontrolling interest	1,948.3	1,845.7
Total liabilities and stockholders' equity	$ 6,121.0	$ 5,760.0

XML

Warranties

12 Months Ended

Dec. 31, 2011

Warranties / Commitments and Contingencies [Abstract]

Warranties

Note 10. Warranties

The changes in the accruals for warranties for the years ended December 31, 2011, 2010, and 2009 are as follows:

	December 31, 2011			December 31, 2010			December 31, 2009
	(in millions)
Beginning balance	$	13.2		$	19.6		$	25.7
Warranty costs incurred		(6.3	)		(5.7	)		(8.6	)
Warranty originations and revisions		9.1			1.9			9.8
Warranty expirations		(2.5	)		(2.6	)		(7.3	)
Ending balance	$	13.5		$	13.2		$	19.6

XML

Selected Quarterly Financial Data (Unaudited) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Revenues:
Manufacturing	$ 785.5	$ 643.7	$ 580.1	$ 514.4	$ 516.8	$ 417.9	$ 423.5	$ 332.8	$ 2,523.7	$ 1,691.0	$ 2,050.7
Leasing	156.0	147.4	128.2	119.8	119.2	115.2	115.2	114.9	551.4	464.5	370.2
Total Revenues	941.5	791.1	708.3	634.2	636.0	533.1	538.7	447.7	3,075.1	2,155.5	2,420.9
Operating costs:
Manufacturing	686.4	548.4	498.2	431.7	451.8	348.1	351.7	283.1	2,164.7	1,434.7	1,712.5
Leasing	87.9	78.6	63.3	60.5	59.0	59.2	61.8	64.0	290.3	244.0	226.7
Other	5.3	7.1	7.4	8.1	2.6	2.1	2.1	4.1	27.9	10.9	25.7
Total cost of revenues	779.6	634.1	568.9	500.3	513.4	409.4	415.6	351.2	2,482.9	1,689.6	1,964.9
Total selling, engineering, and administrative expenses	57.8	53.5	47.5	50.3	43.7	48.7	45.5	48.4	209.1	186.3	186.1
Gain (loss) on disposition of property, plant, and equipment:
Net gains on lease fleet sales	13.1	1.6	0.4	1.1	2.3	2.3	0.3	1.7	16.2	6.6	18.4
Disposition of flood-damaged property, plant, and equipment	17.0	0.6			(0.5)	10.2			17.6	9.7
Other	4.8	(0.3)	3.1	0.8	0.3	4.4	1.0	2.2	8.4	7.9	5.8
Total gain on disposition of property, plant, and equipment	34.9	1.9	3.5	1.9	2.1	16.9	1.3	3.9	42.2	24.2	24.2
Total operating profit	139.0	105.4	95.4	85.5	81.0	91.9	78.9	52.0	425.3	303.8	(30.9)
Net income (loss)	56.9	31.6	31.6	25.6	18.5	31.5	21.1	4.3	145.7	75.4	(137.7)
Net income attributable to Trinity Industries, Inc.	$ 56.1	$ 31.9	$ 30.0	$ 24.2	$ 17.3	$ 29.7	$ 18.4	$ 2.0	$ 142.2	$ 67.4	$ (137.7)
Earnings Per Common Share
Basic	$ 0.7	$ 0.40	$ 0.37	$ 0.30	$ 0.22	$ 0.37	$ 0.23	$ 0.02	$ 1.77	$ 0.85	$ (1.81)
Diluted	$ 0.7	$ 0.40	$ 0.37	$ 0.30	$ 0.22	$ 0.37	$ 0.23	$ 0.02	$ 1.77	$ 0.85	$ (1.81)

XML

Earning Per Common Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Computation of basic and diluted net income attributable to Trinity Industries, Inc
Net income attributable to Trinity Industries, Inc.	$ 56.1	$ 31.9	$ 30.0	$ 24.2	$ 17.3	$ 29.7	$ 18.4	$ 2.0	$ 142.2	$ 67.4	$ (137.7)
Unvested restricted share participation									(4.8)	(2.3)	(1.0)
Net income attributable to Trinity Industries, Inc. - basic									137.4	65.1	(138.7)
Net income attributable to Trinity Industries, Inc. - basic, Average Shares									77.5	76.8	76.4
Net income attributable to Trinity Industries, Inc. - basic, EPS									$ 1.77	$ 0.85	$ (1.81)
Effect of dilutive securities:
Stock options									0.3	0.2
Net income attributable to Trinity Industries, Inc - diluted									$ 137.4	$ 65.1	$ (138.7)
Net income attributable to Trinity Industries, Inc. - diluted, Average Shares									77.8	77.0	76.4
Net income attributable to Trinity Industries, Inc. - diluted, EPS	$ 0.7	$ 0.40	$ 0.37	$ 0.30	$ 0.22	$ 0.37	$ 0.23	$ 0.02	$ 1.77	$ 0.85	$ (1.81)
Net Income Per Common Share (Textual) [Abstract]
Total weighted average restricted shares and antidilutive stock options									3.0	2.8	3.7

XML

Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Jan. 31, 2012	Jun. 30, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	TRINITY INDUSTRIES INC
Entity Central Index Key	0000099780
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 2,732.2
Entity Common Stock, Shares Outstanding		80,202,358

XML

Debt

12 Months Ended

Dec. 31, 2011

Debt [Abstract]

Debt

Note 11. Debt

The following table summarizes the components of debt as of December 31, 2011 and 2010.

	December 31, 2011			December 31, 2010
	(in millions)
Manufacturing/Corporate — Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(99.8	)		(111.1	)
		350.2			338.9
Other		4.2			2.8
		354.4			341.7
Leasing — Recourse:
Capital lease obligations		48.6			51.2
Term loan		54.7			57.4
		457.7			450.3
Leasing — Non-recourse:
2006 secured railcar equipment notes		269.3			283.2
Promissory notes		465.5			493.8
2009 secured railcar equipment notes		218.4			229.2
2010 secured railcar equipment notes		354.3			367.1
TILC warehouse facility		308.5			80.2
TRIP Holdings senior secured notes:
Total outstanding		170.0			—
Less: owned by Trinity		(108.8	)		—
		61.2			—
TRIP Master Funding secured railcar equipment notes		840.0			—
TRIP warehouse loan		—			1,003.9
		2,517.2			2,457.4
Total debt	$	2,974.9		$	2,907.7

On October 20, 2011, we amended and extended our $425.0 million unsecured revolving credit facility for an additional four years and it now matures on October 20, 2016. As of December 31, 2011, we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $74.1 million, leaving $350.9 million available for borrowing. Other than with respect to such letters of credit, there were no borrowings under our revolving credit facility as of December 31, 2011, or for the twelve month period then ended. Of the outstanding letters of credit as of December 31, 2011, a total of $69.2 million is expected to expire in 2012 and the remainder in 2013. The majority of our letters of credit obligations supports the Company's various insurance programs and generally renews each year. Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations and leverage. Borrowings under the amended credit facility bear interest at Libor plus 150.0 basis points or prime plus 50.0 basis points. As of December 31, 2011, we were in compliance with all such financial covenants.

The Company’s $450.0 million of Convertible Subordinated Notes due 2036 (“Convertible Subordinated Notes”) bear an interest rate of 3 7/8% per annum on the principal amount payable semi-annually in arrears on June 1 and December 1 of each year. In addition, commencing with the six-month period beginning June 1, 2018, and for each six-month period thereafter, we will pay contingent interest to the holders of the Convertible Subordinated Notes under certain circumstances. The Convertible Subordinated Notes mature on June 1, 2036, unless redeemed, repurchased, or converted earlier. We may not redeem the Convertible Subordinated Notes before June 1, 2018. On or after that date, we may redeem all or part of the Convertible Subordinated Notes for cash at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest (including any contingent interest) up to, but excluding, the redemption date. Holders of the Convertible Subordinated Notes may require us to purchase all or a portion of their notes on June 1, 2018 or upon a fundamental change. In each case, the Convertible Subordinated Notes would be purchased for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest (including any contingent interest) to, but excluding, the purchase date.

The convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of December 31, 2011 and 2010, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. 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 years ended December 31, 2011, 2010, and 2009, is as follows:

	Year Ended December 31,
	2011		2010		2009
	(in millions)
Coupon rate interest	$	17.4	$	17.4	$	17.4
Amortized debt discount		11.3		10.5		9.6
	$	28.7	$	27.9	$	27.0

At December 31, 2011, the Convertible Subordinated Notes were convertible at a price of $51.41 per share resulting in 8,753,161 issuable shares. As of December 31, 2011, 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.

In May 2006, Trinity Rail Leasing V, L.P., a limited partnership (“TRL V”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC issued $355.0 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2006-1A (the “2006 Secured Railcar Equipment Notes”), of which $269.3 million was outstanding as of December 31, 2011. The 2006 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated May 24, 2006, between TRL V and Wilmington Trust Company, as indenture trustee. The 2006 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.9% per annum, are payable monthly, and have a final maturity of May 14, 2036. The 2006 Secured Railcar Equipment Notes are obligations of TRL V and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL V.

In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions, of which $465.5 million was outstanding as of December 31, 2011. The Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves and other assets acquired and owned by TRL VI. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate swaps. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes, and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time.

In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (“the 2009 Secured Railcar Equipment Notes”), of which $218.4 million was outstanding as of December 31, 2011. The 2009 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Secured Railcar Equipment Notes bear interest at a fixed rate of 6.66% per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Secured Railcar Equipment Notes are obligations of TRL VII and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.

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 TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (“2010 Secured Railcar Equipment Notes"), of which $354.3 million was outstanding as of December 31, 2011. 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 5.19%, are payable monthly, and have a stated final maturity date of October 16, 2040. The 2010 Secured Railcar Equipment Notes are obligations of TRL 2010 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2010.

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $308.5 million outstanding and $166.5 million available as of December 31, 2011. 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 2.30% at December 31, 2011. In February 2011, the warehouse loan facility was renewed for an additional two years and now matures in February 2013. Amounts outstanding at maturity, absent renewal, will be payable in three installments in August 2013, February 2014, and August 2014.

In June 2007, TRIP Leasing entered into a $1.19 billion Warehouse Loan Agreement which contained a floating rate revolving facility (the “TRIP Warehouse Loan”). In July 2011, TRIP Holdings issued $175.0 million in Senior Secured Notes (the “TRIP Holdings Senior Secured Notes”) and TRIP Master Funding, a Delaware limited liability company and limited purpose, wholly-owned subsidiary of TRIP Holdings, issued $857.0 million in Secured Railcar Equipment Notes (the “TRIP Master Funding Secured Railcar Equipment Notes”). The proceeds from the TRIP Holdings Senior Secured Notes and the TRIP Master Funding Secured Railcar Equipment Notes were primarily used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid the TRIP Warehouse Loan in full.

The TRIP Holdings Senior Secured Notes have a stated final maturity date of July 6, 2014 and bear interest at 8.00% payable quarterly with yield to call interest rates of 12.00% for redemptions or other prepayments on or prior to January 15, 2013 and 15.00% for redemptions or other prepayments after such date. The TRIP Holdings Senior Secured Notes are secured, among other things, by a pledge of each equity investor’s ownership interest in TRIP Holdings and certain distributions made to TRIP Holdings from TRIP Master Funding and are non-recourse to Trinity, TILC, TRIP Master Funding, and the other equity investors in TRIP Holdings. Trinity purchased $112.0 million of the TRIP Holdings Senior Secured Notes in July 2011.

The TRIP Master Funding Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated July 6, 2011 between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date in July 2041. The TRIP Master Funding Secured Railcar Equipment Notes consist of three classes with the Class A-1a notes bearing interest at 4.37%, the Class A-1b notes bearing interest at Libor plus 2.50%, and the Class A-2 notes bearing interest at 6.02%, all payable monthly. The TRIP Master Funding Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, and the other equity investors in TRIP Holdings and are secured by TRIP Master Funding’s portfolio of railcars and operating leases thereon, its cash reserves and all other assets owned by TRIP Master Funding. As of December 31, 2011, there were $211.1 million, $119.3 million, and $509.6 million of Class A-1a, Class A-1b, and of Class A-2 notes outstanding, respectively.

In 2009, the Company entered into a seven-year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million. These new debt obligations are guaranteed by the Company and secured by railcar equipment and related leases.

In November 2010, the Company redeemed all of its $201.5 million unsecured 6 ¹/ 2% Senior Notes which were scheduled to mature in 2014 at a redemption price 102.167% of the principal amount, pursuant to the terms of the indenture. The Company incurred approximately $5.9 million in expenses related to the redemption which are included in Other Income and Expense in 2010.

The remaining principal payments under existing debt agreements as of December 31, 2011 are as follows:

	2012		2013		2014			2015		2016		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	1.1	$	1.2	$	1.2		$	0.2	$	0.2	$	450.3
Leasing – capital lease obligations (Note 5)		2.8		2.9		3.1			3.3		3.5		33.0
Leasing – term loan (Note 5)		2.8		3.0		3.3			3.5		42.1		—
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes		13.5		15.1		16.9			18.6		21.9		183.3
Promissory notes		31.2		33.6		30.4			28.1		342.2		—
2009 secured railcar equipment notes		9.2		10.2		9.9			9.6		6.5		173.0
2010 secured railcar equipment notes		12.8		14.6		14.0			15.3		15.0		282.6
TILC warehouse facility		9.4		8.5		4.6			—		—		—
TRIP Holdings senior secured notes
Total outstanding		—		—		170.0			—		—		—
Less: owned by Trinity		—		—		(108.8	)		—		—		—
						61.2
TRIP Master Funding secured railcar equipment notes		41.0		41.1		40.2			35.9		29.4		652.4
Facility termination payments:
TILC warehouse facility		—		94.8		191.2			—		—		—
Total principal payments	$	123.8	$	225.0	$	376.0		$	114.5	$	460.8	$	1,774.6

XML

Employee Retirement Plans (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Components of net retirement cost
Service cost	$ 0.8	$ 0.9	$ 3.0
Interest	19.6	18.7	19.7
Expected return on plan assets	(22.8)	(20.1)	(15.7)
Actuarial loss	1.8	1.9	4.2
Prior service cost	0.1	0.1	0.1
Other		0.2	(0.4)
Defined benefit expense	(0.5)	1.7	10.9
Profit sharing	9.3	8.3	7.6
Net expense	$ 8.8	$ 10.0	$ 18.5

XML

Stock-Based Compensation (Details 1) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Stock- Based Compensation (Textual) [Abstract]
Shares of common stock provides for awarding	6,000,000
Number of shares available for issuance	2,062,102
Maximum period of incentive stock option granted	10 years
Options exercisable period range	5 years
Employee earnings percentage based on target performance	200.00%
Total stock-based compensation (approximately)	$ 23.5	$ 15.7	$ 13.5
Income tax benefit related to stock base compensation	10.0	4.0	2.3
Capitalized stock based compensation costs	0	0	0
Unrecognized compensation expense related to stock options	0.4
Intrinsic value of options outstanding	9.0
Intrinsic value of options exercised	3.6	0.9	0.3
Long term incentive plans vesting period, minimum	1 year
Long term incentive plans vesting period, maximum	15 years
Unrecognized compensation expense related to restricted share awards	67.2
Restricted Stock Units (RSUs) [Member]
Share based compensation arrangement by share based payment award equity instruments other than options nonvested
Number of restricted share award, granted	925,140
Number of restricted share award, vested	(745,147)
Number of restricted share award, forfeited	(93,460)
Number of restricted share award, ending balance	3,062,661	2,976,128
Number of restricted share award, beginning balance	2,976,128
Weighted average fair value per award, granted	$ 34.21
Weighted average fair value per award, vested	$ 25.62
Weighted average fair value per award, forfeited	$ 26.17
Weighted average fair value of restricted share awards, ending balance	$ 27.39	$ 24.79
Weighted average fair value of restricted share awards, beginning balance	$ 24.79
Weighted average recognition period	4.2
Fair value of vested shares	$ 23.3	$ 11.7	$ 7.4
Restricted Stock [Member]
Share based compensation arrangement by share based payment award equity instruments other than options nonvested
Weighted average fair value of restricted share awards granted	$ 34.21	$ 25.18	$ 15.68
Stock Option [Member]
Share based compensation arrangement by share based payment award equity instruments other than options nonvested
Weighted average recognition period	0.4

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Receivables, net of allowance for doubtful accounts	$ 8.3	$ 5.5
Property, plant and equipment of TRIP Holdings	5,407.9	5,202.2
Accumulated depreciation on property, plant and equipment of TRIP Holdings	1,228.4	1,090.2
Restricted cash of TRIP Holdings	240.3	207.1
Debt unamortized discount	99.8	111.1
Preferred stock, shares authorized	1.5	1.5
Preferred stock, shares unissued	1.5	1.5
Common stock, shares authorized	200.0	200.0
Common Stock, Shares, Issued	81.7	81.7
Common Stock, Shares, Outstanding	81.7	81.7
Treasury stock, Shares	1.5	1.9
TRIP Holdings [Member]
Property, plant and equipment of TRIP Holdings	1,257.7	1,282.1
Accumulated depreciation on property, plant and equipment of TRIP Holdings	122.7	90.3
Restricted cash of TRIP Holdings	74.6	46.0
Debt unamortized discount	$ 99.8	$ 111.1

XML

Railcar Leasing and Management Services Group

12 Months Ended

Dec. 31, 2011

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Railcar Leasing and Management Services Group

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 for the Leasing Group is as follows:

	December 31, 2011
	Leasing Group
	Wholly Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	3.2		$	—		$	347.9		$	351.1
Property, plant, and equipment, net	$	3,066.0		$	1,135.0		$	510.0		$	4,711.0
Net deferred profit on railcars sold to the Leasing Group		(344.5	)		(187.0	)		—			(531.5	)
	$	2,721.5		$	948.0		$	510.0		$	4,179.5
Restricted cash	$	165.7		$	74.6		$	—		$	240.3
Debt:
Recourse	$	103.3		$	—		$	454.2		$	557.5
Less: unamortized discount		—			—			(99.8	)		(99.8	)
		103.3			—			354.4			457.7
Non-recourse		1,616.0			1,010.0			—			2,626.0
Less: non-recourse debt owned by Trinity		—			(108.8	)		—			(108.8	)
Total debt	$	1,719.3		$	901.2		$	354.4		$	2,974.9
Net deferred tax liabilities	$	582.4		$	4.7		$	(152.4	)	$	434.7

	December 31, 2010
	Leasing Group
	Wholly Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	3.8		$	—		$	508.2		$	512.0
Property, plant, and equipment, net	$	2,965.4		$	1,191.8		$	491.4		$	4,648.6
Net deferred profit on railcars sold to the Leasing Group		(340.4	)		(196.2	)		—			(536.6	)
	$	2,625.0		$	995.6		$	491.4		$	4,112.0
Restricted cash	$	161.1		$	46.0		$	—		$	207.1
Debt:
Recourse	$	108.6		$	—		$	452.8		$	561.4
Less: unamortized discount		—			—			(111.1	)		(111.1	)
		108.6			—			341.7			450.3
Non-recourse		1,453.5			1,003.9			—			2,457.4
Total debt	$	1,562.1		$	1,003.9		$	341.7		$	2,907.7
Net deferred tax liabilities	$	515.7		$	(0.3	)	$	(124.4	)	$	391.0

See Note 1 Summary of Significant Accounting Policies, Note 6 Investment in TRIP Holdings, and Note 11 Debt for a further discussion regarding the accounting for the Company’s investment in TRIP Holdings and TRIP Holdings’ debt.

	Year Ended December 31,									Percent Change
	2011			2010			2009			2011 versus 2010			2010 versus 2009
	($ in millions)
Revenues:
Wholly-owned subsidiaries:
Leasing and management	$	375.1		$	345.4		$	329.3			8.6	%		4.9	%
Railcar sales (1)		59.4			3.1			40.9			*			*
		434.5			348.5			370.2			24.7	%		(5.9	)%
TRIP Holdings:
Leasing and management		117.5			116.0			—			1.3	%		—
Railcar sales (1)		—			—			—			—			—
		117.5			116.0			—			1.3	%		—
Total revenues	$	552.0		$	464.5		$	370.2			18.8	%		25.5	%
Operating profit:
Wholly-owned subsidiaries:
Leasing and management	$	156.3		$	131.7		$	128.5
Railcar sales (1):
Railcars owned one year or less at the time of sale		13.2			0.2			2.1
Railcars owned more than one year at the time of sale		11.8			6.6			18.4
		181.3			138.5			149.0
TRIP Holdings:
Leasing and management		68.8			68.5			—
Railcar sales (1):
Railcars owned one year or less at the time of sale		—			—			—
Railcars owned more than one year at the time of sale		4.4			—			—
		73.2			68.5			—
Total operating profit	$	254.5		$	207.0		$	149.0
Operating profit margin:
Leasing and management		45.7	%		43.4	%		39.0	%
Railcar sales		*			*			*
Total operating profit margin		46.1	%		44.6	%		40.2	%
Interest and rent expense (2):
Rent expense	$	48.6		$	48.6		$	46.7
Interest expense:
Wholly-owned subsidiaries	$	101.3		$	91.7		$	80.1
TRIP Holdings:
External	$	53.1		$	46.9		$	—
Intercompany		6.4			—			—
		59.5			46.9			—
Total interest expense	$	160.8		$	138.6		$	80.1

*Not meaningful

⁽¹⁾  Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.

⁽²⁾  Rent expense is a component of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

For the year ended December 31, 2009, revenues of $39.4 million and operating profit of $2.0 million were related to sales of railcars from the lease fleet to TRIP Holdings. There were no sales to TRIP Holdings during the years ended December 31, 2011 and 2010. See Note 6 Investment in TRIP Holdings.

Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly 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:

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Wholly-owned subsidiaries	$	255.9	$	205.7	$	153.5	$	116.3	$	81.6	$	181.8	$	994.8
TRIP Holdings		93.6		62.6		41.9		33.7		28.9		55.7		316.4
	$	349.5	$	268.3	$	195.4	$	150.0	$	110.5	$	237.5	$	1,311.2

Debt. The Leasing Group’s debt at December 31, 2011 consists of both recourse and non-recourse debt. In 2009, the Company entered into a seven-year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million. These debt obligations are guaranteed by Trinity Industries, Inc. and certain subsidiaries, and secured by railcar equipment and related leases. As of December 31, 2011, Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $2,489.1 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $51.0 million securing capital lease obligations. See Note 11 Debt for the form, maturities, and descriptions of Leasing Group debt.

TRIP Holdings. Debt owed by TRIP Holdings and its subsidiaries is nonrecourse to Trinity and TILC and is secured solely by the consolidated assets of TRIP Holdings and the equity interests of TRIP Holdings. In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Rail Master Funding LLC (“TRIP Master Funding”), issued $1,032.0 million in new debt and repaid all of the outstanding borrowings of the previously-existing TRIP Warehouse Loan. TRIP Holdings equipment with a net book value of $1,135.0 million, excluding deferred profit on railcars sold to TRIP Holdings, is pledged as collateral for the TRIP Holdings' debt. See Note 6 Investment in TRIP Holdings for a description of TRIP Holdings.

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 of the Trusts 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 Trust and therefore, the debt related to the Trust 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. Under the terms of the operating lease agreements between the subsidiaries and the Trusts, the Leasing Group has the option to purchase at a predetermined fixed price, certain of the railcars from the Trusts in 2016 and other railcars in 2019. The Leasing Group also has options to purchase the railcars at the end of the respective lease agreements in 2023, 2026, and 2027 at the then fair market value of the railcars as determined by a third party, independent appraisal. At the expiration of the operating lease agreements, the Company has no further obligations with respect to the leased railcars.

These Leasing Group subsidiaries had total assets as of December 31, 2011 of $219.1 million, including cash of $88.6 million and railcars of $97.6 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:

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	44.5	$	45.7	$	44.9	$	43.2	$	40.2	$	341.8	$	560.3
Future contractual minimum rental revenues of Trusts’ railcars	$	57.5	$	40.7	$	26.3	$	19.8	$	12.5	$	24.0	$	180.8

In each transaction, the Leasing Group has entered into a servicing and re-marketing agreement with the Trusts that requires the Leasing Group to endeavor, consistent with customary commercial practice as would be used by a prudent person, to maintain railcars under lease for the benefit of the Trusts. The Leasing Group also receives management fees under the terms of the agreements. In each transaction, an independent trustee for the Trusts has authority for appointment of the railcar fleet manager.

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:

	2012		2013		2014		2015		2016		Thereafter		Total
	(in millions)
Future operating lease obligations	$	8.3	$	8.0	$	7.9	$	7.9	$	7.7	$	33.4	$	73.2
Future contractual minimum rental revenues	$	9.4	$	8.5	$	7.9	$	5.0	$	4.3	$	7.5	$	42.6

Operating lease obligations totaling $30.3 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries.

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Segment Information

12 Months Ended

Dec. 31, 2011

Segment Information / Railcar Leasing and Management Services Group [Abstract]

Segment Information

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, frac tanks, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which provides fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance 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 included in operating profit of that respective segment. Gains and losses from the sale of property, plant, and equipment which can be utilized by multiple segments are included in operating profit 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 taking into consideration 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. Revenue and operating profit of the Leasing Group for the years ended December 31, 2011 and 2010 include the operating results of TRIP Holdings. Total assets of the Leasing Group include the assets of TRIP Holdings as of December 31, 2011 and 2010. See Note 1 Summary of Significant Accounting Policies – Principles of Consolidation for further discussion.

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

Year Ended December 31, 2011

	Revenues								Operating Profit (Loss)						Depreciation  & Amortization			Capital Expenditures
	External		Intersegment			Total						Assets
	(in millions)
Rail Group	$	931.7	$	343.0		$	1,274.7		$	77.3		$	684.6		$	23.9		$	11.4
Construction Products Group		577.2		12.9			590.1			53.4			403.2			20.7			12.1
Inland Barge Group		548.5		—			548.5			106.4			189.2			6.4			38.0	(1)
Energy Equipment Group		454.8		18.0			472.8			8.9			392.9			18.4			10.4
Railcar Leasing and Management Services Group		551.4		0.6			552.0			254.5			4,462.1			115.7			258.6
All Other		11.5		50.3			61.8			(3.8	)		30.5			4.4			4.0
Corporate		—		—			—			(43.6	)		512.9			3.6			5.5
Eliminations-Lease subsidiary		—		(325.5	)		(325.5	)		(28.3	)		(440.3	)		—			—
Eliminations – Other		—		(99.3	)		(99.3	)		0.5			(114.1	)		(0.2	)		—
Consolidated Total	$	3,075.1	$	—		$	3,075.1		$	425.3		$	6,121.0		$	192.9		$	340.0

Year Ended December 31, 2010

									Operating
	Revenues								Profit						Depreciation &			Capital
	External		Intersegment			Total			(Loss)			Assets			Amortization			Expenditures
	(in millions)
Rail Group	$	289.7	$	232.4		$	522.1		$	1.5		$	482.9		$	24.0		$	4.0
Construction Products Group		558.3		20.5			578.8			47.4			335.2			23.7			5.5
Inland Barge Group		422.3		—			422.3			69.0			94.5			5.5			14.6	(1)
Energy Equipment Group		408.5		11.1			419.6			35.1			352.4			17.1			8.1
Railcar Leasing and Management Services Group		464.5		—			464.5			207.0			4,452.6			112.6			213.8
All Other		12.2		36.3			48.5			(11.4	)		27.5			3.6			4.2
Corporate		—		—			—			(33.8	)		538.5			3.4			4.6
Eliminations-Lease subsidiary		—		(216.8	)		(216.8	)		(8.4	)		(522.1	)		—			—
Eliminations – Other		—		(83.5	)		(83.5	)		(2.6	)		(1.5	)		(0.3	)		—
Consolidated Total	$	2,155.5	$	—		$	2,155.5		$	303.8		$	5,760.0		$	189.6		$	254.8

(1) Primarily related to repair and replacement of property, plant and equipment at the Company’s inland barge manufacturing facilities in Missouri and Tennessee. See Note 8 – Property, Plant, and Equipment.

Year Ended December 31, 2009

	Revenues								Operating Profit (Loss)						Depreciation  & Amortization			Capital Expenditures
	External		Intersegment			Total						Assets
	(in millions)
Rail Group	$	485.2	$	410.1		$	895.3		$	(355.9	)	$	450.7		$	25.0		$	19.6
Construction Products Group		524.0		14.5			538.5			32.6			277.3			23.5			11.6
Inland Barge Group		527.3		—			527.3			125.2			69.4			6.1			1.3
Energy Equipment Group		502.2		7.8			510.0			73.8			242.0			16.9			9.1
Railcar Leasing and Management Services Group		370.2		—			370.2			149.0			3,167.3			82.4			343.0
All Other		12.0		36.4			48.4			0.8			27.6			3.1			2.0
Corporate		—		—			—			(30.8	)		753.1			4.2			3.8
Eliminations-Lease subsidiary		—		(391.6	)		(391.6	)		(22.6	)		(329.0	)		—			—
Eliminations – Other		—		(77.2	)		(77.2	)		(3.0	)		(2.0	)		(0.4	)		—
Consolidated Total	$	2,420.9	$	—		$	2,420.9		$	(30.9	)	$	4,656.4		$	160.8		$	390.4

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy. See Note 1 of the Notes to Consolidated Financial Statements.

Corporate assets are composed of cash and cash equivalents, short-term marketable securities, notes receivable, certain property, plant, and equipment, and other assets. Capital expenditures do not include business acquisitions.

Externally reported revenues and operating profit for our Mexico operations for the years ended December 31, 2011, 2010, and 2009 are presented below:

	External Revenues						Operating Profit
	Year Ended December 31,						Year Ended December 31,
	2011		2010		2009		2011			2010	2009
	(in millions)
Mexico	$	123.0	$	98.3	$	86.8	$	18.4	$3.4		$	15.2

Total assets and long-lived assets for our Mexico operations as of December 31, 2011 and 2010 are presented below:

	Total Assets				Long-Lived Assets
	December 31,
	2011		2010		2011		2010
	(in millions)
Mexico	$	240.4	$	288.8	$	143.2	$	151.7

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation [Abstract]

Stock-Based Compensation

Note 16. Stock-Based Compensation

The Company’s 2004 Amended and Restated Stock Option and Incentive Plan (“the Plan”) provides for awarding 6,000,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2011, a total of 2,062,102 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock awards; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Under previous plans, nonqualified and incentive stock options, restricted shares, and restricted stock units were granted at their fair market values. Options become exercisable in various percentages over periods ranging up to five years.

The cost of employee services received in exchange for awards of equity instruments are referred to as share-based payments and are based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for both new share-based awards and share-based awards granted prior to, but not yet vested, as of January 1, 2006. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees. Stock-based compensation totaled approximately $23.5 million, $15.7 million, and $13.5 million for the years ended December 31, 2011, 2010, and 2009, respectively.

The income tax benefit related to stock-based compensation expense was $10.0 million, $4.0 million, and $2.3 million for the years ended December 31, 2011, 2010, and 2009, respectively. The Company has presented excess tax benefits from the exercise of stock-based compensation awards as a financing activity in the consolidated statement of cash flows. No stock-based compensation costs were capitalized as part of the cost of an asset for the years ended December 31, 2011, 2010, and 2009.

Stock Options

Expense related to stock options issued to eligible employees under the Plan is recognized over their vesting period on a straight line basis. Stock options generally vest over 5 years and have contractual terms of 10 years.

	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value
	(in millions)
Options outstanding at December 31, 2010		880,087		$	16.35
Granted		—			—
Exercised		(226,571	)	$	16.51
Cancelled		—			—
Options outstanding at December 31, 2011		653,516		$	16.30		5.3	$	9.0
Options exercisable:
December 31, 2010		449,587		$	16.46		3.1	$	4.6
December 31, 2011		223,016		$	16.42		2.1	$	3.0

At December 31, 2011, unrecognized compensation expense related to stock options was $0.4 million. At December 31, 2011, for unrecognized compensation expense related to stock options, the weighted average recognition period was 0.4 years. The intrinsic value of options exercised totaled approximately $3.6 million, $0.9 million, and $0.3 million during fiscal years 2011, 2010, and 2009, respectively.

Restricted Stock

Restricted share awards consist of restricted stock, restricted stock units, and performance units. Expense related to restricted stock and restricted stock units issued to eligible employees under the Plan is recognized ratably over the vesting period or to the date on which retirement eligibility is achieved, if shorter. Restricted stock and restricted stock units generally vest for periods ranging from one to fifteen years from the date of grant. Certain restricted stock and restricted stock units vest in their entirety upon the employee’s retirement from the Company, the employee’s reaching the age of 65 or when the employee’s age plus years of vested service equal 80. Restricted stock units issued to non-employee directors under the Plan vest on the grant date or on the first business day immediately preceding the next Annual Meeting of Stockholders. Performance units are amortized from their award date to the end of the performance period, generally either two or three years. Performance units are granted to employees based upon their target value however, depending upon the achievement of certain specified goals, may increase in value up to 200% of target. Certain performance awards provide that the Board of Directors has the right to disallow the granting of performance units for values in excess of target and, accordingly, no expense in excess of the target value is recognized for any units subject to such negative discretion. The performance units vest upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals.

	Number of Restricted Share Awards			Weighted Average Fair Value per Award
Restricted share awards outstanding at December 31, 2010		2,976,128		$	24.79
Granted		925,140			34.21
Vested		(745,147	)		25.62
Forfeited		(93,460	)		26.17
Restricted share awards outstanding at December 31, 2011		3,062,661		$	27.39

At December 31, 2011, unrecognized compensation expense related to restricted share awards totaled approximately $67.2 million which will be recognized over a weighted average period of 4.2 years. The total fair value of shares vested during fiscal years 2011, 2010, and 2009 was $23.3 million, $11.7 million, and $7.4 million, respectively. The weighted average fair value of restricted share awards granted during 2011, 2010, and 2009 was $34.21, $25.18 and $15.68 per share, respectively.

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Other, Net

12 Months Ended

Dec. 31, 2011

Other, Net [Abstract]

Other, Net

Note 12. Other, Net

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

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Foreign currency exchange transactions	$	3.1		$	—		$	2.2
Loss (gain) on equity investments		(0.6	)		1.7			(6.5	)
Costs related to redemption of Senior Notes		—			5.9			—
Other		1.5			(0.8	)		(1.0	)
Other, net	$	4.0		$	6.8		$	(5.3	)

Other for the year ended December 31, 2011 includes $2.4 million in expense from the recognition of certain equity repurchase agreements with an investor in TRIP Holdings at fair value. See Note 3 Fair Value Accounting and Note 6 Investment in TRIP Holdings. Loss on equity investments for the year ended December 31, 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. See Note 11 Debt for further explanation of the Senior Notes redemption. Gain on equity investments for 2009 includes a $3.7 million gain from the sale of an investment during the year ended December 31, 2009.

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Employee Retirement Plans (Details 5) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Benefit payments expected to be paid in future
2012	$ 14.7
2013	15.7
2014	16.8
2015	18.0
2016	19.3
2017-2021	$ 116.1

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Property, Plant, and Equipment

12 Months Ended

Dec. 31, 2011

Property, Plant, and Equipment [Abstract]

Property, Plant, and Equipment

Note 8. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of December 31, 2011 and 2010.

	December 31, 2011			December 31, 2010
	(in millions)
Manufacturing/Corporate:
Land	$	41.6		$	40.9
Buildings and improvements		429.7			418.4
Machinery and other		758.7			699.7
Construction in progress		12.8			9.7
		1,242.8			1,168.7
Less accumulated depreciation		(732.8	)		(677.3	)
		510.0			491.4
Leasing:
Wholly-owned subsidiaries:
Machinery and other		9.6			38.2
Equipment on lease		3,429.3			3,249.8
		3,438.9			3,288.0
Less accumulated depreciation		(372.9	)		(322.6	)
		3,066.0			2,965.4
TRIP Holdings:
Equipment on lease		1,257.7			1,282.1
Less accumulated depreciation		(122.7	)		(90.3	)
		1,135.0			1,191.8
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries		(344.5	)		(340.4	)
Sold to TRIP Holdings		(187.0	)		(196.2	)
	$	4,179.5		$	4,112.0

We lease certain equipment and facilities under operating leases. Future minimum rent expense on non-Leasing Group leases in each year is (in millions): 2012 — $4.3; 2013 — $2.4; 2014 — $1.7; 2015 — $1.3; 2016 — $1.0; and $1.9 thereafter. See Note 5 Railcar Leasing and Management Services Group for information related to the lease agreements, future operating lease obligations, and future minimum rent expense associated with the Leasing Group.

We did not capitalize any interest expense as part of the construction of facilities and equipment during 2011 or 2010.

In May 2011 and May 2010, the Company’s inland barge manufacturing facilities in Missouri and Tennessee, respectively, experienced floods resulting in significant damages to Trinity’s property and temporary disruptions of its production activities. The Company is insured against losses due to property damage and business interruption subject to certain deductibles. With respect to the Missouri flood, Trinity received $35 million in payments from its insurance carriers of which $22.7 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $5.7 million, with the remainder pertaining primarily to the reimbursement of flood-related expenses and lost production. Accordingly, the Company recognized a gain of $17.0 million in the fourth quarter of 2011 from the disposition of flood-damaged property, plant, and equipment. With respect to the Tennessee flood, Trinity received $27.5 million in payments from its insurance carrier of which $12.6 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $2.3 million, with the remainder pertaining primarily to the reimbursement of flood-related expenses. Accordingly, the Company recognized a gain of $9.7 million in 2010 and $0.6 million in 2011 from the disposition of flood-damaged property, plant, and equipment.

We estimate the fair market value of properties no longer in use or held for sale based on the location and condition of the properties, the fair market value of similar properties in the area, and the Company’s experience selling similar properties in the past. As of December 31, 2011, the Company had non-operating plants with a net book value of $4.3 million. Our estimated fair value of these assets exceeds their book value.

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Investment in TRIP Holdings (Details Textual) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Jul. 31, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Investment in TRIP Holdings (Textual) [Abstract]
Noncontrolling interest in charge to retained earnings		$ 84.5	$ 80.9
Ownership interest purchased			28.6
Ownership percentage in TRIP Holdings		57.00%
Investment in Subsidiary (Additional Textual) [Abstract]
Railcars purchased by TRIP from the Company		1,284.7
Number of other third-party equity investors in TRIP Holdings		3
Expense from the recognition of certain equity repurchase agreement with an investor in trip holding		2.4
Controlling interest increase from stock issuance			10.3
Noncontrolling interest			45.3
TRIP Holdings [Member]
Investment in TRIP Holdings (Textual) [Abstract]
Remaining equity commitment by Trinity		0
Remaining equity commitment outstanding		0
Additional borrowings debt instrument increase additional borrowings	1,032.0
Charge to retained earnings, net			105.4
Tax benefit on charge to retained earnings			57.7
Noncontrolling interest in charge to retained earnings			129.9
Payments to TILC from TRIP Holdings and TRIP leasing		4.3	3.7	4.5
Percentage of the equity investor's net investment specified as amount payable to equity investor	90.00%
Additional equity ownership to be acquired from the equity investor by the company if the option was exercised to its fullest extent	16.30%
Percentage of the equity investor's net investment specified as amount payable to equity investor under certain limited circumstances	100.00%
Ownership interest purchased			$ 28.6
Ownership percentage in TRIP Holdings			29.00%

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Investment in TRIP Holdings

12 Months Ended

Dec. 31, 2011

Investment in TRIP Holdings [Abstract]

Investment in TRIP Holdings

Note 6. Investment in TRIP Holdings

In 2007, the Company and other third-party equity investors 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 borrowings under the TRIP Warehouse Loan, defined as such in Note 11 Debt. As of December 31, 2011, TRIP Leasing had purchased $1,284.7 million of railcars from the Company. Railcars purchased from the Company by TRIP Leasing were required to be purchased at prices comparable with the prices of all similar, new railcars sold contemporaneously by the Company and at prices based on third-party appraised values for used railcars.

In 2010, Trinity purchased a 29% interest in TRIP Holdings for $28.6 million from another equity investor. The carrying amount of the noncontrolling interest was reduced by $45.3 million to reflect the change in its ownership interest, resulting in an increase to stockholders’ equity attributable to Trinity Industries’ controlling interest of $10.3 million, net of tax.

In July 2011, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt which was used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid all outstanding borrowings under the previously-existing TRIP Warehouse Loan and settled all outstanding related interest rate hedges. See Note 11 Debt for a description of TRIP Holdings and its related debt.

At December 31, 2011, the Company owned 57% of TRIP Holdings with the remainder owned by three other third-party equity investors. The Company receives distributions from TRIP Holdings as an equity investor, when allowed, in proportion to its 57% equity interest, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion. The terms of the Company’s equity investment are identical to the terms of each of the other equity investors. Other than as described further below, Trinity has no remaining equity commitment to TRIP Holdings as of December 31, 2011 and has no obligation to guarantee performance under any TRIP-related debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

The manager of TRIP Holdings, Trinity Industries Leasing Company (“TILC”), may be removed without cause as a result of a majority vote of the third-party equity investors.

The Company’s carrying value of its investment in TRIP Holdings is as follows:

	December 31, 2011			December 31, 2010
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors		44.8			44.8
		92.1			92.1
Equity in earnings		12.0			7.5
Equity in unrealized losses on derivative financial instruments		(1.3	)		(1.4	)
Distributions		(7.0	)		(7.0	)
Deferred broker fees		(0.6	)		(0.8	)
	$	95.2		$	90.4

On January 1, 2010, the Company adopted the provisions of a new accounting pronouncement, ASC 810-10, 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 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 sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the twelve months ended December 31, 2011 and 2010 include the accounts of TRIP Holdings. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and 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 twelve months ended December 31, 2011 and 2010.

Sales of railcars to TRIP Leasing and related gains for the years ended December 31, 2011, 2010, and 2009 are as follows:

	Year Ended December 31,
	2011		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:
Railcars owned one year or less at the time of sale	$	—	$	—	$	39.4
Railcars owned for more than one year at the time of sale		—		—		144.4
	$	—	$	—	$	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

In July 2011, Trinity entered into agreements with an equity investor of TRIP Holdings potentially requiring Trinity, under certain limited circumstances, to acquire from the equity investor an additional 16.3% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. Under the agreement, if exercised, Trinity would be required to pay the equity investor an amount equal to 90% of the equity investor’s net investment in TRIP Holdings. Similarly, at its option, Trinity, under certain limited circumstances, may acquire all of the equity investor’s equity ownership in TRIP Holdings at an amount equal to 100% of the equity investor’s net investment in TRIP Holdings. The agreements expire in July 2014. The fair value of these agreements was recorded in the accompanying consolidated statement of operations as an expense of $2.4 million for the year ended December 31, 2011. See Note 3 Fair Value Accounting and Note 12 Other, Net.

Administrative fees paid to TILC by TRIP Holdings and subsidiaries for the years ended December 31, 2011, 2010, and 2009 were $4.3 million, $3.7 million, and $4.5 million, respectively.

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Derivative Instruments

12 Months Ended

Dec. 31, 2011

Derivative Instruments [Abstract]

Derivative Instruments

Note 7. Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates and pricing for 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. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. Any change in fair value resulting in ineffectiveness, as defined by accounting standards issued by the FASB, is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in AOCL as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings. Trinity monitors its derivative positions and the credit ratings of its counterparties and does not anticipate losses due to counterparties’ non-performance. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at December 31, 2011.

Interest rate hedges

						Included in accompanying balance sheet at December 31, 2011
	Notional Amount		Interest Rate(1)			Liability		AOCL  — loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%		—	$	(2.3	)		—
2006-2007	$	370.0		5.34	%		—	$	10.6			—
TRIP Holdings (2)	$	788.5		3.60	%		—	$	23.4		$	17.5
Interest rate swaps:
TRIP Rail Master Funding secured railcar equipment notes	$	89.5		2.62	%	$	4.8	$	2.7		$	2.0
2008 debt issuance	$	474.7		4.13	%	$	48.9	$	46.7			—

⁽¹⁾ Weighted average fixed interest rate

⁽²⁾ Previously classified with interest rate swaps

	Effect on interest expense –increase/(decrease)
	Year Ended December 31,									Expected  effect during next twelve months (1)
	2011			2010			2009
	(in millions)
Interest rate locks:
2005-2006	$	(0.4	)	$	(0.4	)	$	(0.4	)	$	(0.3	)
2006-2007	$	3.5		$	3.8		$	4.0		$	3.4
TRIP Holdings (2)	$	17.4		$	29.3			—		$	6.0
Interest rate swaps:
TILC warehouse		—		$	0.5		$	2.9			—
TRIP Rail Master Funding secured railcar equipment notes	$	1.1			—			—		$	1.7
2008 debt issuance	$	19.6		$	19.7		$	21.6		$	17.0

⁽¹⁾ Based on fair value as of December 31, 2011

⁽²⁾ Previously classified with interest rate swaps

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 were being used to hedge our exposure to changes in the variable interest rate associated with our TILC warehouse facility. The effect on interest expense included the mark to market valuation on the interest rate swap transactions and monthly interest settlements. These interest rate hedges expired 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 primarily from monthly interest settlements. In 2009, $1.0 million in unrealized derivative losses were reclassified from AOCL to interest expense that was related to a partial retirement of the debt issuance in the fourth quarter of 2009.

Between 2007 and 2009, TRIP Holdings, as required by its warehouse loan agreement, entered into interest rate swap transactions, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates. In July 2011, these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $6.0 million of additional interest expense expected to be recognized during the next twelve months following December 31, 2011. Also in July 2011, TRIP Holdings’ wholly-owned subsidiary, TRIP Rail Master Funding, entered into an interest rate swap transaction with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b secured railcar equipment notes.

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

Other Derivatives

	Effect on operating income — increase/(decrease)
	Year Ended December 31,
	2011		2010			2009
	(in millions)
Fuel hedges (1)
Effect of mark to market valuation	$	0.0	$	0.0		$	(0.3	)
Settlements		0.4		(0.1	)		(1.2	)
	$	0.4	$	(0.1	)	$	(1.5	)
Foreign exchange hedges (2)	$	0.1	$	(0.9	)	$	(1.9	)

⁽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 maintain 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 in the consolidated balance sheets as of December 31, 2011 and 2010 for these instruments was not significant.

Foreign exchange hedge

We enter 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 December 31, 2011 and 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 years ended December 31, 2011, 2010 and 2009 was not significant.

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Goodwill

12 Months Ended

Dec. 31, 2011

Goodwill [Abstract]

Goodwill

Note 9. Goodwill

Goodwill by segment is as follows:

	December 31, 2011		December 31, 2010
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group		90.7		62.4
Energy Equipment Group		10.9		10.9
Railcar Leasing and Management Services Group		1.8		1.8
	$	225.9	$	197.6

As of December 31, 2011 and 2010, 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.

The net increase in the Construction Products Group goodwill as of December 31, 2011 over the same period last year is due to 2011 acquisitions and divestitures. See Note 2 Acquisitions and Divestitures.

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Derivative Instruments (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended			12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011 Interest Rate Locks, 2005 to 2006 [Member]	Dec. 31, 2011 Interest Rate Locks, 2006 to 2007 [Member]	Dec. 31, 2011 Interest Rate Swap, TILC Warehouse [Member]	Dec. 31, 2011 Interest Rate Swap TRIP Rail Master Funding Secured Railcar Equipment Notes [Member]	Jul. 31, 2011 Interest Rate Swap TRIP Rail Master Funding Secured Railcar Equipment Notes [Member]
Derivative Instruments (Textual) [Abstract]
Interest rate swap, notional amount				$ 200.0	$ 370.0	$ 200.0	$ 89.5	$ 94.1
Interest rate swaps being accounted for as cash flow hedges				4.5	24.5
Derivative Instruments (Additional Textual) [Abstract]
Additional interest expense expected to be recognized	6.0		1.0
Short term instruments with quarterly maturities	$ 0	$ 0

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Employee Retirement Plans (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended			24 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2012
Employee Retirement Plans (Textual) [Abstract]
Unfunded status of plans	74.2	44.7
Plan assets expected to be returned	$ 0
Prior service cost	0.3
Net of income taxes related to prior service cost	0.2
Unrecognized actuarial losses	112.1
Net of income taxes related to unrecognized actuarial losses	70.5
Actuarial loss expected to be recognized in net periodic pension cost				3.4
Net of income taxes related to actuarial loss expected to be recognized				2.2
Actual contribution by the employer in 2011	15.4	11.6
Reduction in accrued pension liability			44.1
Defined Benefit Plans [Member]
Employee Retirement Plans (Textual) [Abstract]
Expected total contribution by the employer in 2012	17.3
Actual contribution by the employer in 2011	15.4
Supplemental Profit Sharing Plan [Member]
Employee Retirement Plans (Textual) [Abstract]
Expected total contribution by the employer in 2012	9.3
Actual contribution by the employer in 2011	$ 8.2	$ 7.9	$ 7.4

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Property, Plant, and Equipment (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended				12 Months Ended
	Dec. 31, 2011	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2011	Dec. 31, 2010
Property, Plant, and Equipment (Textual) [Abstract]
Gain from disposition of damaged property, plant and equipment	$ 17.0	$ 0.6	$ (0.5)	$ 10.2	$ 17.6	$ 9.7
Future minimum rent expense on non-leasing group leases
2012	4.3				4.3
2013	2.4				2.4
2014	1.7				1.7
2015	1.3				1.3
2016	1.0				1.0
Thereafter	1.9				1.9
Net book value of non operating plants	4.3				4.3
Missouri [Member]
Property, Plant, and Equipment (Textual) [Abstract]
Payments from insurance carrier	35.0				35.0
Payments pertaining to replacement or repairs of damaged property plant and equipment	22.7				22.7
Net book value of damaged property, plant and equipment	5.7				5.7
Gain from disposition of damaged property, plant and equipment	17.0
Tennessee [Member]
Property, Plant, and Equipment (Textual) [Abstract]
Payments from insurance carrier	27.5				27.5
Payments pertaining to replacement or repairs of damaged property plant and equipment	12.6				12.6
Net book value of damaged property, plant and equipment	2.3				2.3
Gain from disposition of damaged property, plant and equipment					$ 0.6	$ 9.7

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Derivative Instruments (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Effect of mark to market valuation [Member]
Other Derivatives
Other Derivatives	$ 0	$ 0	$ (0.3)
Settlements [Member]
Other Derivatives
Other Derivatives	0.4	(0.1)	(1.2)
Commodity Contract [Member]
Other Derivatives
Other Derivatives	0.4	(0.1)	(1.5)
Foreign exchange hedges [Member]
Other Derivatives
Other Derivatives	$ 0.1	$ (0.9)	$ (1.9)

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	9 Months Ended
	Sep. 30, 2011 Railcar	Sep. 30, 2011	Dec. 31, 2011
Contingencies (Textual) [Abstract]
Date Company received a letter from the Federal Railroad Administration ("FRA") containing a rail worthiness directive pertaining to a specific design of tank cars	In September 2011
Number of tank cars manufactured for transport of poison inhalation hazard materials	948
Number of tank cars Federal Railroad Administration received notification regarding potential leaks around the man way nozzles	5
Number of recently manufactured tank cars removed from service pursuant to directive	100
Number of randomly selected tank cars removed from service	67
Number of tank cars manufactured since 2006 less the number of manufactured tank cars removed from service pursuant to defective	848
Recertification process schedule description		through September, 2014
Inspection cycle for tank cars in service minimum		3 years
Inspection cycle for tank cars in service maximum		5 years
Minimum possible loss			$ 6.2
Maximum possible loss			22.9
Total Accruals			12.3
Reserve for probable and estimable liabilities with respect to the investigations, assessments and remedial responses			7.6
Number of tank cars voluntarily recertified by Company	948
Non-cancelable purchase obligations			399.6
Rail, Inland Barge and Energy Equipment Groups [Member]
Contingencies (Textual) [Abstract]
Amount for purchase of raw materials and components under Non-cancelable purchase obligations			$ 347.6

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Property, Plant, and Equipment (Tables)

12 Months Ended

Dec. 31, 2011

Property, Plant, and Equipment [Abstract]

Components of property, plant, and equipment

	December 31, 2011			December 31, 2010
	(in millions)
Manufacturing/Corporate:
Land	$	41.6		$	40.9
Buildings and improvements		429.7			418.4
Machinery and other		758.7			699.7
Construction in progress		12.8			9.7
		1,242.8			1,168.7
Less accumulated depreciation		(732.8	)		(677.3	)
		510.0			491.4
Leasing:
Wholly-owned subsidiaries:
Machinery and other		9.6			38.2
Equipment on lease		3,429.3			3,249.8
		3,438.9			3,288.0
Less accumulated depreciation		(372.9	)		(322.6	)
		3,066.0			2,965.4
TRIP Holdings:
Equipment on lease		1,257.7			1,282.1
Less accumulated depreciation		(122.7	)		(90.3	)
		1,135.0			1,191.8
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries		(344.5	)		(340.4	)
Sold to TRIP Holdings		(187.0	)		(196.2	)
	$	4,179.5		$	4,112.0

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Segment Information (Details 1) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2011 BusinessSegment	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2010	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Dec. 31, 2011 BusinessSegment	Dec. 31, 2010	Dec. 31, 2009
Externally reported revenues and operating profit for our Mexico operations
Revenue External									$ 3,075.1	$ 2,155.5	$ 2,420.9
Total operating profit	139.0	105.4	95.4	85.5	81.0	91.9	78.9	52.0	425.3	303.8	(30.9)
Total assets and long-lived assets for our Mexico operations
Total assets	6,121.0				5,760.0				6,121.0	5,760.0	4,656.4
Segment Information (Textual) [Abstract]
Number of principal business segments of Company	5								5
Period for revenue recognition									one year or less
MEXICO [Member]
Externally reported revenues and operating profit for our Mexico operations
Revenue External									123.0	98.3	86.8
Total operating profit									18.4	3.4	15.2
Total assets and long-lived assets for our Mexico operations
Total assets	240.4				288.8				240.4	288.8
Long-Lived Assets	$ 143.2				$ 151.7				$ 143.2	$ 151.7

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Employee Retirement Plans

12 Months Ended

Dec. 31, 2011

Employee Retirement Plans [Abstract]

Employee Retirement Plans

Note 14. Employee Retirement Plans

The Company sponsors defined benefit plans and defined contribution profit sharing plans which provide retirement income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets, and funded status is December 31.

Actuarial Assumptions

	Year Ended December 31,
	2011			2010			2009
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate		5.40	%		5.90	%		6.10	%
Compensation increase rate		3.00	%		3.00	%		3.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate		5.90	%		6.10	%		6.50	%
Long-term rate of return on plan assets		7.75	%		7.75	%		7.75	%
Compensation increase rate		3.00	%		3.00	%		4.00	%

The obligation discount rate assumption is determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans’ projected benefit payments. The expected long-term rate of return on plan assets is an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, we developed estimates based upon the anticipated performance of the assets in its portfolio. The compensation increase rate pertains solely to the pension plan of the Company’s Inland Barge segment as the accrued benefits of the Company’s remaining pension plans were frozen in 2009.

Components of Net Retirement Cost

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Expense Components
Service cost	$	0.8		$	0.9		$	3.0
Interest		19.6			18.7			19.7
Expected return on plan assets		(22.8	)		(20.1	)		(15.7	)
Amortization and deferral:
Actuarial loss		1.8			1.9			4.2
Prior service cost		0.1			0.1			0.1
Other		—			0.2			(0.4	)
Defined benefit expense		(0.5	)		1.7			10.9
Profit sharing		9.3			8.3			7.6
Net expense	$	8.8		$	10.0		$	18.5

Obligations and Funded Status

	Year Ended December 31,
	2011			2010
	(in millions)
Accumulated Benefit Obligations	$	364.8		$	335.7
Projected Benefit Obligations:
Beginning of year	$	335.8		$	326.1
Service cost		0.8			0.9
Interest		19.6			18.7
Benefits paid		(14.7	)		(12.9	)
Actuarial loss		23.3			3.3
Amendments		—			0.2
Settlements		—			(0.5	)
End of year	$	364.8		$	335.8
Plans’ Assets:
Beginning of year	$	291.1		$	257.6
Actual return on assets		(1.2	)		35.3
Employer contributions		15.4			11.6
Benefits paid		(14.7	)		(12.9	)
Settlements		—			(0.5	)
End of year	$	290.6		$	291.1
Consolidated Balance Sheet Components:
Funded status	$	(74.2	)	$	(44.7	)

The unfunded status of the plans of $74.2 million and $44.7 million at December 31, 2011 and 2010, respectively, was recognized in the accompanying balance sheets as accrued pension liability and included in Accrued Liabilities. No plan assets are expected to be returned to us during the year ending December 31, 2012.

Amounts Recognized in Other Comprehensive Income (Loss)

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Actuarial gain (loss)	$	(47.3	)	$	11.9		$	18.7
Amortization of actuarial loss		1.7			1.9			4.2
Amortization of prior service cost		0.1			0.1			0.1
Other		—			(0.2	)		—
Curtailments		—			—			33.5
Settlements		—			0.2			—
Total before income taxes		(45.5	)		13.9			56.5
Income tax expense (benefit)		(16.9	)		5.2			20.9
Net amount recognized in other comprehensive income (loss)	$	(28.6	)	$	8.7		$	35.6

Included in AOCL at December 31, 2011 were the following amounts that have not been recognized in net periodic pension cost: prior service cost of $0.3 million ($0.2 million net of related income taxes) and unrecognized actuarial losses of $112.1 million ($70.5 million net of related income taxes).

Actuarial loss included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2012 is $3.4 million ($2.2 million net of related income taxes).

Plan Assets

The estimated fair value of plan assets at year end 2011 and 2010, indicating input levels used to determine fair value, and the range of target asset allocations are as follows:

	Target Allocation			December 31, 2011			December 31, 2010
Cash and cash equivalents					3	%		1	%
Equity securities		55-65	%		66			68
Debt securities		35-45	%		31			31
Total					100	%		100	%

	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	9.7	$	—	$	—	$	9.7
Common trust funds		—		207.4		—		207.4
Registered investment companies		73.5		—		—		73.5
	$	83.2	$	207.4	$	—	$	290.6

	Fair Value Measurement as of December 31, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	3.5	$	—	$	—	$	3.5
Common trust funds		—		210.3		—		210.3
Registered investment companies		71.7		—		—		71.7
Corporate stock		2.9		—		—		2.9
Corporate bonds		2.0		—		—		2.0
U.S. government obligations		0.7		—		—		0.7
	$	80.8	$	210.3	$	—	$	291.1

The Company’s pension investment strategies have been developed as part of a comprehensive asset/liability management process that considers the relationship between both the assets and liabilities of the plans. These strategies consider not only the expected risk and returns on plan assets, but also the actuarial projections of liabilities, projected contributions, and funded status. The equity allocation is heavily weighted toward domestic large capitalized companies. There is also a lesser exposure to domestic small/mid cap companies, as well as international equities. The fixed income allocation is equally split between a limited duration portfolio and a core plus portfolio that has a duration in-line with published bond indices. This asset mix is designed to meet the longer-term obligations of the plan as projected by actuarial studies.

The principal pension investment strategies include asset allocation and active asset management. The range of target asset allocations has been determined after giving consideration to the expected returns of each asset category, the expected performance of each asset category, the volatility of the asset returns over time, and the complementary nature of the asset mix within the portfolio. Each asset category is managed by external money managers with the objective of generating returns that exceed market-based benchmarks.

The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used in determining fair value, including the general classification of such instruments pursuant to the valuation hierarchy as described further in Note 3 Fair Value Accounting.

Temporary cash investments — These investments consist of U.S. dollars held in master trust accounts with the trustee. These temporary cash investments are classified as Level 1 instruments.

Common trust funds — Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Holdings of common trust funds are classified as Level 2 investments.

Registered investment companies — Registered investment companies are mutual funds registered with the Securities and Exchange Commission. Mutual fund shares are traded actively on public exchanges. The share prices for mutual funds are published at the close of each business day. Holdings of mutual funds are classified as Level 1 investments.

Corporate stock — This investment category consists of stock issued by U.S. companies traded actively on exchanges. Price quotes for these shares are readily available. Holdings of corporate stock are classified as Level 1 investments.

Corporate bonds — Corporate bonds consist of fixed income securities of U.S. and non-U.S. corporations. These assets are valued using quoted prices in active markets. Corporate bonds are classified as Level 1 investments.

U.S. government obligations — U.S government obligations consist of fixed income securities issued directly by the U.S. Treasury or by government-sponsored enterprises. These assets are valued using quoted prices in active markets. U.S. government obligations are classified as Level 1 investments.

Cash Flows

Employer contributions for the year ending December 31, 2012 are expected to be $17.3 million for the defined benefit plans compared to $15.4 million contributed during 2011. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2012 are expected to be $9.3 million compared to $8.2 million, $7.9 million, and $7.4 million during 2011, 2010, and 2009, respectively.

Benefit payments expected to be paid during the next ten years are as follows:

	Amounts
	(in millions)
2012	$	14.7
2013		15.7
2014		16.8
2015		18.0
2016		19.3
2017-2021		116.1

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.

Participants in the Pension Plan are now eligible to receive future retirement benefits through a company-funded annual retirement contribution provided through the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. The contribution ranges from one to three percent of eligible compensation based on service. Both the annual retirement contribution and the company matching contribution are discretionary, requiring board approval, and are made annually with the investment of the funds directed by the participants.

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Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2011

Selected Quarterly Financial Data (Unaudited) [Abstract]

Selected Quarterly Financial Data (Unaudited)

Note 19. Selected Quarterly Financial Data (Unaudited)

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet which have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. See Note 1 of the Notes to Consolidated Financial Statements.

		september 30		september 30		september 30			september 30
	Three Months Ended
	March 31, 2011		June 30, 2011		September 30, 2011			December 31, 2011
	(in millions except per share data)
Revenues:
Manufacturing		$  514.4		$  580.1		$  643.7			$  785.5
Leasing		119.8		128.2		147.4			156.0
		634.2		708.3		791.1			941.5
Operating costs:
Costs of revenues:
Manufacturing		431.7		498.2		548.4			686.4
Leasing		60.5		63.3		78.6			87.9
Other		8.1		7.4		7.1			5.3
		500.3		568.9		634.1			779.6
Selling, engineering, and administrative expenses		50.3		47.5		53.5			57.8
Gain (loss) on disposition of property, plant, and equipment:
Net gains on lease fleet sales		1.1		0.4		1.6			13.1
Disposition of flood-damaged property, plant, and equipment		—		—		0.6			17.0
Other		0.8		3.1		(0.3	)		4.8
		1.9		3.5		1.9			34.9
Operating profit		85.5		95.4		105.4			139.0
Net income		25.6		31.6		31.6			56.9
Net income attributable to Trinity Industries, Inc.		24.2		30.0		31.9			56.1
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted		$  0.30		$  0.37		$  0.40			$  0.70

	Three Months Ended
	March 31, 2010		June 30, 2010		September 30, 2010		December 31, 2010
	(in millions except per share data)
Revenues:
Manufacturing		$  332.8		$  423.5		$  417.9		$  516.8
Leasing		114.9		115.2		115.2		119.2
		447.7		538.7		533.1		636.0
Operating costs:
Costs of revenues:
Manufacturing		283.1		351.7		348.1		451.8
Leasing		64.0		61.8		59.2		59.0
Other		4.1		2.1		2.1		2.6
		351.2		415.6		409.4		513.4
Selling, engineering, and administrative expenses		48.4		45.5		48.7		43.7
Gain (loss) on disposition of property, plant, and equipment:
Net gains on lease fleet sales		1.7		0.3		2.3		2.3
Disposition of flood-damaged property, plant, and equipment		—		—		10.2		(0.5	)
Other		2.2		1.0		4.4		0.3
		3.9		1.3		16.9		2.1
Operating profit		52.0		78.9		91.9		81.0
Net income		4.3		21.1		31.5		18.5
Net income attributable to Trinity Industries, Inc.		2.0		18.4		29.7		17.3
Net income attributable to Trinity Industries, Inc. per common share – basic and diluted		$  0.02		$  0.23		$  0.37		$  0.22

Effective December 31, 2011, deferred loan issuance costs incurred have been classified in our Consolidated Statements of Cash Flows in financing activities as a deduction from debt proceeds to properly state such costs as financing activities. Previously such costs were classified as an operating activity within the change in other assets. The impact to properly state operating and financing activities for the three months ended March 31, 2011 and the six months ended June 30, 2011 was $5.9 million and the nine months ended September 30, 2011 impact was $21.1 million. The impact in 2010 to properly state operating and financing activities for the periods ended March 31, 2010 and June 30, 2010, was $0.2 million, while the impact for the nine months ended September 30, 2010 was $0.3 million. The impact for the year ended December 31, 2010 was $6.6 million. The following quarterly Consolidated Statements of Cash Flows for 2011 and 2010 are summarized as follows 1) originally reported as adjusted for the change in accounting for lease fleet railcar sales explained above and 2) as adjusted for the change in accounting for lease fleet railcar sales and the proper recognition of deferred loan issuance costs as financing activities:

		Three Months			Three Months			Three Months			Three Months
	Originally Reported as Adjusted for the Change in Presentation for Lease Fleet Railcar Sales
	Three Months Ended March  31, 2011			Six Months Ended June  30, 2011			Nine Months Ended September 30, 2011
		(in millions)
Total cash provided by (required by):
Operating activity	$	(11.5	)	$	(3.2	)	$	28.6
Investing activity		(35.6	)		(58.3	)		(125.6	)
Financing activity		(46.6	)		(35.4	)		15.8
Net increase (decrease) in cash and cash equivalents	$	(93.7	)	$	(96.9	)	$	(81.2	)
	Three Months Ended March 31, 2010			Six Months Ended June 30, 2010			Nine Months Ended September 30, 2010			Year Ended December 31, 2010
		(in millions)
Total cash provided by (required by):
Operating activity	$	(16.2	)	$	6.1		$	47.5		$	163.9
Investing activity		(268.4	)		(304.0	)		(333.0	)		(308.2	)
Financing activity		(69.5	)		(103.6	)		(175.1	)		(113.5	)
Net increase (decrease) in cash and cash equivalents	$	(354.1	)	$	(401.5	)	$	(460.6	)	$	(257.8	)

		Three Months			Three Months			Three Months			Three Months
	As Adjusted for the Change in Presentation for Lease  Fleet Railcar Sales and the Recognition of Deferred Loan Issuance Costs as Financing Activities
	Three Months Ended March 31, 2011			Six Months Ended June 30, 2011			Nine Months Ended September 30, 2011
		(in millions)
Total cash provided by (required by):
Operating activity	$	(5.6	)	$	2.7		$	49.7
Investing activity		(35.6	)		(58.3	)		(125.6	)
Financing activity		(52.5	)		(41.3	)		(5.3	)
Net increase (decrease) in cash and cash equivalents..	$	(93.7	)	$	(96.9	)	$	(81.2	)
	Three Months Ended March  31, 2010			Six Months Ended June  30, 2010			Nine Months Ended September 30, 2010			Year Ended December 31, 2010
		(in millions)
Total cash provided by (required by):
Operating activity	$	(16.0	)	$	6.3		$	47.8		$	170.5
Investing activity		(268.4	)		(304.0	)		(333.0	)		(308.2	)
Financing activity		(69.7	)		(103.8	)		(175.4	)		(120.1	)
Net increase (decrease) in cash and cash equivalents..	$	(354.1	)	$	(401.5	)	$	(460.6	)	$	(257.8	)

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Selected Quarterly Financial Data (Unaudited) (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2011	Mar. 31, 2010	Jun. 30, 2011	Jun. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Total cash provided by (required by):
Operating activity	$ (11.5)	$ (16.2)	$ (3.2)	$ 6.1	$ 28.6	$ 47.5	$ 104.3	$ 170.5	$ 707.3
Investing activity	(35.6)	(268.4)	(58.3)	(304.0)	(125.6)	(333.0)	(85.0)	(308.2)	(187.4)
Financing activity	(46.6)	(69.5)	(35.4)	(103.6)	15.8	(175.1)	(22.2)	(120.1)	(69.9)
Net increase (decrease) in cash and cash equivalents	(93.7)	(354.1)	(96.9)	(401.5)	(81.2)	(460.6)	(2.9)	(257.8)	450.0
Restatement Adjustment [Member]
Total cash provided by (required by):
Operating activity	(5.6)	(16.0)	2.7	6.3	49.7	47.8		170.5
Investing activity	(35.6)	(268.4)	(58.3)	(304.0)	(125.6)	(333.0)		(308.2)
Financing activity	(52.5)	(69.7)	(41.3)	(103.8)	(5.3)	(175.4)		(120.1)
Net increase (decrease) in cash and cash equivalents	$ (93.7)	$ (354.1)	$ (96.9)	$ (401.5)	$ (81.2)	$ (460.6)		$ (257.8)

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Fair Value Accounting (Details 1) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Recourse:
Less: unamortized discount	$ (99.8)	$ (111.1)
Total Recourse Debt	457.7	450.3
Non-recourse:
Total Non-recourse	2,517.2	2,457.4
Total debt	2,974.9	2,907.7
Carrying Value [Member]
Recourse:
Convertible subordinated notes	450.0	450.0
Less: unamortized discount	(99.8)	(111.1)
Convertible subordinated notes, total	350.2	338.9
Capital lease obligations	48.6	51.2
Term loan	54.7	57.4
Other	4.2	2.8
Total Recourse Debt	457.7	450.3
Non-recourse:
2006 secured railcar equipment notes	269.3	283.2
Promissory notes	465.5	493.8
2009 secured railcar equipment notes	218.4	229.2
2010 secured railcar equipment notes	354.3	367.1
TILC warehouse facility	308.5	80.2
TRIP Holdings senior secured notes	61.2
TRIP Master Funding secured railcar equipment notes	840.0
TRIP Holdings warehouse loan		1,003.9
Total Non-recourse	2,517.2	2,457.4
Total debt	2,974.9	2,907.7
Estimated Fair Value [Member]
Recourse:
Convertible subordinated notes	439.4	448.3
Convertible subordinated notes, total	439.4	448.3
Capital lease obligations	48.6	51.2
Term loan	55.7	54.2
Other	4.2	2.8
Total Recourse Debt	547.9	556.5
Non-recourse:
2006 secured railcar equipment notes	278.5	302.8
Promissory notes	448.6	482.2
2009 secured railcar equipment notes	228.6	256.1
2010 secured railcar equipment notes	333.1	345.5
TILC warehouse facility	308.5	80.2
TRIP Holdings senior secured notes	61.6
TRIP Master Funding secured railcar equipment notes	834.9
TRIP Holdings warehouse loan		994.0
Total Non-recourse	2,493.8	2,460.8
Total debt	$ 3,041.7	$ 3,017.3

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2011

Accumulated Other Comprehensive Loss [Abstract]

Comprehensive net income

	Amounts
	(in millions)
2012	$	14.7
2013		15.7
2014		16.8
2015		18.0
2016		19.3
2017-2021		116.1

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Net income (loss) attributable to Trinity Industries, Inc.	$	142.2		$	67.4		$	(137.7	)
Other comprehensive income (loss):
Change in funded status of pension liability, net of tax expense (benefit) of $(16.9), $5.2, and $20.9		(28.6	)		8.7			35.6
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $0.4, $(2.6), and $14.2		0.1			(7.3	)		27.8
Other changes, net of tax benefit of $—, 0.7, and (0.0)		—			1.1			(0.1	)
Comprehensive net income (loss) attributable to Trinity Industries, Inc.	$	113.7		$	69.9		$	(74.4	)

Components of accumulated other comprehensive loss

	December 31, 2011			December 31, 2010
	(in millions)
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.2)	$	(17.1	)	$	(17.1	)
Funded status of pension liability, net of tax benefit of $(41.7) and $(24.8)		(70.7	)		(42.1	)
Unrealized loss on derivative financial instruments, net of tax benefit of $(34.9) and $(21.4)		(46.2	)		(36.3	)
	$	(134.0	)	$	(95.5	)

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Operating activities:
Net income (loss)	$ 145.7	$ 75.4	$ (137.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Goodwill impairment			325.0
Depreciation and amortization	192.9	189.6	160.8
Stock-based compensation expense	23.5	15.7	13.5
Excess tax benefits from stock-based compensation	(3.2)	(0.6)
Deferred	60.9	60.1	(23.8)
Net gain on sales of railcars owned more than one year at the time of sale	(16.2)	(6.6)	(18.4)
Gain on disposition of property, plant, equipment, and other assets	(8.4)	(7.9)	(5.8)
Gain on disposition of flood-damaged property, plant, and equipment	(17.6)	(9.7)
Other	19.3	5.0	8.8
Changes in assets and liabilities:
(Increase) decrease in receivables	(146.3)	(62.2)	91.5
(Increase) decrease in income tax receivable	5.8	3.8	87.5
(Increase) decrease in inventories	(212.2)	(88.7)	380.1
(Increase) decrease in other assets	(13.5)	27.8	(24.1)
Increase (decrease) in accounts payable	73.1	53.4	(140.8)
Increase (decrease) in accrued liabilities	(14.2)	(59.5)	(20.5)
Increase (decrease) in other liabilities	14.7	(25.1)	11.2
Net cash provided by operating activities	104.3	170.5	707.3
Investing activities:
(Increase) decrease in short-term marketable securities	158.0	(88.0)	(70.0)
Proceeds from sale of railcars owned more than one year at the time of sale	60.6	33.6	154.3
Proceeds from lease fleet sales - sale and leaseback	44.4		103.6
Proceeds from disposition of property, plant, equipment, and other assets	11.2	38.9	15.1
Proceeds from disposition of flood-damaged property, plant, and equipment	23.3	12.0
Capital expenditures - leasing, net of railcars owned one year or less at the time of sale	(258.6)	(213.8)	(343.0)
Capital expenditures - manufacturing and other	(52.0)	(29.0)	(47.4)
Capital expenditures - replacement of flood-damaged property, plant, and equipment	(29.4)	(12.0)
Acquisitions, net of cash acquired	(42.5)	(49.9)
Net cash required by investing activities	(85.0)	(308.2)	(187.4)
Financing activities:
Proceeds from issuance of common stock, net	2.1	1.7	1.1
Excess tax benefits from stock-based compensation	3.2	0.6
Payments to retire debt - assumed debt of Quixote		(40.0)
Payments to retire debt - other	(1,113.0)	(363.9)	(294.0)
Proceeds from issuance of debt	1,145.9	363.5	281.1
Stock repurchases			(6.3)
(Increase) decrease in restricted cash	(33.2)	(25.4)	(26.5)
Purchase of additional interest in TRIP Holdings		(28.6)
Dividends paid to common shareholders	(27.2)	(25.4)	(25.3)
Distribution to noncontrolling interest		(2.6)
Net cash (required) provided by financing activities	(22.2)	(120.1)	(69.9)
Net (decrease) increase in cash and cash equivalents	(2.9)	(257.8)	450.0
Cash and cash equivalents at beginning of period	354.0	611.8	161.8
Cash and cash equivalents at end of period	$ 351.1	$ 354.0	$ 611.8

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Accumulated Other Comprehensive Loss (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Accumulated Other Comprehensive Loss (Textual) [Abstract]
Tax benefit on change in funded status of pension liability	$ (16.9)	$ 5.2	$ 20.9
Tax expense (benefit) on change in unrealized loss on derivative financial instruments	0.4	(2.6)	14.2
Tax expense on other changes	0	0.7	0
Tax benefit on currency translation adjustment	(0.2)	(0.2)
Tax benefit on unrealized loss on derivative financial instruments	(34.9)	(21.4)
Tax benefit on funded status of pension liability	$ (41.7)	$ (24.8)

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Fair Value Accounting

12 Months Ended

Dec. 31, 2011

Fair Value Accounting [Abstract]

Fair Value Accounting

Note 3. Fair Value Accounting

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

	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	—	$	—	$	246.6
Restricted cash		240.3		—		—		240.3
Equity call agreement with TRIP Holdings equity investor (1)		—		—		0.7		0.7
Total assets	$	486.9	$	—	$	0.7	$	487.6
Liabilities:
Interest rate hedges (2)
Wholly-owned subsidiary	$	—	$	48.9	$	—	$	48.9
TRIP Holdings		—		4.8		—		4.8
Equity put agreement with TRIP Holdings equity investor (3)		—		—		3.1		3.1
Fuel derivative instruments (1)		—		0.1		—		0.1
Total liabilities	$	—	$	53.8	$	3.1	$	56.9

	Fair Value Measurement as of December 31, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	286.0	$	—	$	—	$	286.0
Short-term marketable securities		158.0		—		—		158.0
Restricted cash		207.1		—		—		207.1
Fuel derivative instruments (1)		—		0.1		—		0.1
Total assets	$	651.1	$	0.1	$	—	$	651.2
Liabilities:
Interest rate hedges (2)
Wholly-owned subsidiary	$	—	$	45.7	$	—	$	45.7
TRIP Holdings		—		48.3		—		48.3
Total liabilities	$	—	$	94.0	$	—	$	94.0

⁽¹⁾ Included in other assets on the consolidated balance sheet.

⁽²⁾  Included in accrued liabilities on the consolidated balance sheet.

⁽³⁾ Included in other liabilities on the consolidated balance sheet.

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 that 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, 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. See Note 7 Derivative Instruments and Note 11 Debt.

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. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 6 Investment in TRIP Holdings.

The carrying amounts and estimated fair values of our long-term debt were as follows:

	December 31, 2011					December 31, 2010
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	439.4	$	450.0		$	448.3
Less: unamortized discount		(99.8	)				(111.1	)
		350.2					338.9
Capital lease obligations		48.6			48.6		51.2			51.2
Term loan		54.7			55.7		57.4			54.2
Other		4.2			4.2		2.8			2.8
		457.7			547.9		450.3			556.5
Non-recourse:
2006 secured railcar equipment notes		269.3			278.5		283.2			302.8
Promissory notes		465.5			448.6		493.8			482.2
2009 secured railcar equipment notes		218.4			228.6		229.2			256.1
2010 secured railcar equipment notes		354.3			333.1		367.1			345.5
TILC warehouse facility		308.5			308.5		80.2			80.2
TRIP Holdings senior secured notes		61.2			61.6		—			—
TRIP Master Funding secured railcar equipment notes		840.0			834.9		—			—
TRIP Holdings warehouse loan		—			—		1,003.9			994.0
		2,517.2			2,493.8		2,457.4			2,460.8
Total	$	2,974.9		$	3,041.7	$	2,907.7		$	3,017.3

The estimated fair value of our convertible subordinated notes was based on a quoted market price as of December 31, 2011 and 2010, respectively. The estimated fair values of our 2006, 2009, and 2010 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Master Funding secured railcar equipment notes, TRIP Holdings warehouse loan, and term loan are based on our estimate of their fair value as of December 31, 2011 and 2010, respectively. These values were determined by discounting their future cash flows at the current market interest rate. The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate and the Company’s credit rating has not changed since the loan agreement was renewed in February 2011. The fair values of all other financial instruments are estimated to approximate carrying value.

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Investment in TRIP Holdings (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Investment in TRIP Holdings [Abstract]
Capital contributions	$ 47.3	$ 47.3
Equity purchased from investors	44.8	44.8
Total investment	92.1	92.1
Equity in earnings	12.0	7.5
Equity in unrealized losses on derivative financial instruments	(1.3)	(1.4)
Distributions	(7.0)	(7.0)
Deferred broker fees	(0.6)	(0.8)
Carrying Value of TRIP Holdings	$ 95.2	$ 90.4

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Employee Retirement Plans (Details 3) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Amounts Recognized in Other Comprehensive Income (Loss)
Actuarial gain (loss)	$ (47.3)	$ 11.9	$ 18.7
Amortization of actuarial loss	1.7	1.9	4.2
Amortization of prior service cost	0.1	0.1	0.1
Other		(0.2)
Curtailments			33.5
Settlements		0.2
Total before income taxes	(45.5)	13.9	56.5
Income tax expense (benefit)	(16.9)	5.2	20.9
Net amount recognized in other comprehensive income (loss)	$ (28.6)	$ 8.7	$ 35.6

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Debt (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Components of debt
Less: unamortized discount	$ (99.8)	$ (111.1)
Total Recourse Debt	457.7	450.3
TRIP Holdings senior secured notes:
Less: Owned by Trinity	(108.8)
Total Non-recourse	2,517.2	2,457.4
Total debt	2,974.9	2,907.7
Manufacturing/Corporate Recourse [Member]
Components of debt
Revolving credit facility	0	0
Convertible subordinated notes	450.0	450.0
Less: unamortized discount	(99.8)	(111.1)
Convertible subordinated notes, total	350.2	338.9
Other	4.2	2.8
Total Manufacturing/Corporate - Recourse Debt	354.4	341.7
Leasing - Recourse [Member]
Components of debt
Capital lease obligations	48.6	51.2
Term loan	54.7	57.4
Leasing - Non-Recourse [Member]
Components of debt
2006 secured railcar equipment notes	269.3	283.2
Promissory notes	465.5	493.8
2009 secured railcar equipment notes	218.4	229.2
2010 secured railcar equipment notes	354.3	367.1
TILC warehouse facility	308.5	80.2
TRIP Holdings senior secured notes:
Total Outstanding	170.0	0
Less: Owned by Trinity	(108.8)	0
TRIP Holdings senior secured notes	61.2	0
TRIP Master Funding secured railcar equipment notes	840.0	0
TRIP warehouse loan	$ 0	$ 1,003.9

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies [Abstract]

Principles of Consolidation

The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we” or “our”) include the accounts of all majority owned subsidiaries. The equity method of accounting is used for companies in which the Company has significant influence and 50% or less ownership. All significant intercompany accounts and transactions have been eliminated.

On January 1, 2010, the Company adopted the provisions of a new accounting standard, Accounting Standards Codification (“ASC”) 810-10, 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 sheets of the Company as of December 31, 2011 and 2010 and the consolidated statements of operations, cash flows, and stockholders’ equity for the years ended December 31, 2011 and 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. Profits have been deferred on sales of railcars from the Rail or Leasing Group to TRIP Holdings and 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%. The effect of adopting this accounting standard was an increase to income from continuing operations and net income attributable to Trinity Industries, Inc. of $5.3 million or $0.07 per share in 2010. See Note 6 Investment in TRIP Holdings for further discussion.

Stockholders' Equity

On December 9, 2010, the Company’s Board of Directors authorized a $200 million share repurchase program, effective January 1, 2011. This program replaced the Company’s previous share repurchase program and expires December 31, 2012. No shares were repurchased under this program for the year ended December 31, 2011.

For the quarter ended June 30, 2011, an amount of $15.5 million was reclassified between capital in excess of par value and accumulated other comprehensive loss to properly reflect the additional amount of accumulated unrealized loss on derivative financial instruments attributable to the Company after the purchase of additional interests in TRIP Holdings.

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.

Effective December 31, 2011, the Company adopted the emerging industry policy of recognizing revenue from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Prior year reported balances have been reclassified to conform to this policy resulting in a decrease in revenue of $33.6 million and $154.3 million for the years ended December 31, 2010 and 2009, respectively. Additionally, this change resulted in additional cash flow provided by operating activities with an offsetting decrease in cash flow from investing activities of $0.3 million and $2.1 million for the years ended December 31, 2010 and 2009, respectively.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax benefits deemed more likely than not that will be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less or short-term marketable securities if purchased with a maturity of more than three months and less than one year.

Financial instruments that potentially subject the Company to a concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures to monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, receivables and accounts payable are considered to be representative of their respective fair values. One customer accounted for approximately 21% of the total receivables balance outstanding at December 31, 2011 and paid approximately 69% of their balance to date in 2012.

Inventories

Inventories are valued at the lower of cost or market, with cost determined principally on the first in first out method. Market is replacement cost or net realizable value. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements — 3 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; machinery and equipment — 2 to 10 years; information systems hardware and software — 2 to 5 years; and railcars in our lease fleet — generally 35 years. The costs of ordinary maintenance and repair are charged to operating costs while renewals and major replacements are capitalized.

Long-lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment annually, or on an interim basis whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process with step one requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test for each unit with recorded goodwill. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325.0 million during the second quarter of 2009. See Note 9 Goodwill for further explanation and results of this test. As of December 31, 2011 and 2010, 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.

Intangible assets with defined useful lives, which as of December 31, 2011 had net book values of $24.7 million, are amortized over their estimated useful lives, and are also evaluated for potential impairment at least annually. Impairment losses were not material for the years ended December 31, 2011, 2010, and 2009.

Restricted Cash

Restricted cash consists of cash and cash equivalents that are held as collateral for the Company’s non-recourse debt and lease obligations and as such are restricted in use.

Insurance

The Company is effectively self-insured for workers’ compensation. A third party administrator is used to process claims. We accrue our workers’ compensation liability based upon independent actuarial studies.

Warranties

Depending on the product, the Company provides warranties against materials and manufacturing defects generally ranging from one to five years. 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 asserted by customers. 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.

Foreign Currency Translation

Operations outside the United States prepare financial statements in currencies other than the United States dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity and other comprehensive loss. The functional currency of our Mexico operations is considered to be the United States dollar.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive net income (loss) consists of net income (loss), foreign currency translation adjustments, the effective unrealized portions of changes in fair value of the Company’s derivative financial instruments, and the change in the funded status of pension liabilities. See Note 15 Accumulated Other Comprehensive Loss (“AOCL”). All components are shown net of tax.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In June 2009, the FASB issued a new accounting standard, ASC 810-10, which amended the previous accounting rules for consolidation of variable interest entities. The new standard replaced 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 provided 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 additional explanation of the effects of implementing this pronouncement as it applies to our investment in TRIP Holdings.

Managements Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain prior year balances have been reclassified in the Consolidated Statements of Operations and Cash Flows to conform to the 2011 presentations related to the presentation of lease fleet railcar sales. The effect of properly classifying deferred loan issuance costs incurred in the Consolidated Statements of Cash Flows from an operating activity within the change in other assets to a financing activity to properly state such costs as financing activities, amounted to $6.6 million and $19.0 million for the years ended December 31, 2010 and 2009, respectively. See Note 19 Selected Quarterly Financial Data for further discussion.

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Current:
Federal	$ 20.0	$ (22.2)	$ 5.8
State	5.5	(2.0)	0.7
Foreign	5.4	5.0	7.9
Total current	30.9	(19.2)	14.4
Deferred:
Federal	62.7	57.0	(27.1)
State	1.2	3.4	(3.5)
Foreign	(3.0)	(0.3)	6.8
Total deferred	60.9	60.1	(23.8)
Provision for income taxes	$ 91.8	$ 40.9	$ (9.4)

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Other, Net (Tables)

12 Months Ended

Dec. 31, 2011

Other, Net [Abstract]

Other, net (income) expense

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Foreign currency exchange transactions	$	3.1		$	—		$	2.2
Loss (gain) on equity investments		(0.6	)		1.7			(6.5	)
Costs related to redemption of Senior Notes		—			5.9			—
Other		1.5			(0.8	)		(1.0	)
Other, net	$	4.0		$	6.8		$	(5.3	)

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

Note 13. Income Taxes

The components of the provision for income taxes from continuing operations are as follows:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Current:
Federal	$	20.0		$	(22.2	)	$	5.8
State		5.5			(2.0	)		0.7
Foreign		5.4			5.0			7.9
Total current		30.9			(19.2	)		14.4
Deferred:
Federal		62.7			57.0			(27.1	)
State		1.2			3.4			(3.5	)
Foreign		(3.0	)		(0.3	)		6.8
Total deferred		60.9			60.1			(23.8	)
Provision	$	91.8		$	40.9		$	(9.4	)

Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:

	December 31,
	2011			2010
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	740.8		$	667.3
Derivatives		14.5			—
Convertible debt		88.4			80.9
Total deferred tax liabilities		843.7			748.2
Deferred tax assets:
Workers compensation, pensions, and other benefits		47.8			44.7
Warranties and reserves		14.4			17.5
Equity items		72.8			56.4
Tax loss carryforwards and credits		234.9			224.3
Inventory		11.1			7.6
Accrued liabilities and other		4.7			1.6
Total deferred tax assets		385.7			352.1
Net deferred tax liabilities before valuation allowance		458.0			396.1
Valuation allowance		19.3			19.9
Net deferred tax liabilities before reserve for uncertain tax positions		477.3			416.0
Deferred tax assets included in reserve for uncertain tax positions		(42.6	)		(25.0	)
Adjusted net deferred tax liabilities	$	434.7		$	391.0

At December 31, 2011, the Company, excluding TRIP Holdings, had $124.2 million of Federal consolidated net operating loss carryforwards, after the estimated current year utilization of $42.9 million, and tax-effected $5.6 million of state loss carryforwards. TRIP Holdings had $383.3 million in Federal tax loss carryforwards at December 31, 2011. Because TRIP Holdings files a separate tax return from the Company, its tax loss carryforwards can only be used by TRIP Holdings and cannot be used to offset future taxable income of the Company. The Federal tax loss carryforwards are due to expire between 2024 and 2031. We expect TRIP Holdings to begin utilizing their tax loss carryforwards beginning in 2020. Our ability to utilize the tax loss carryforwards that were acquired as part of the Quixote acquisition against future taxable income is subject to restrictions under the Internal Revenue Code. We have established a valuation allowance for Federal, state, and foreign tax operating losses which may not be realizable.

Realization of deferred tax assets is dependent on generating sufficient taxable income in future periods. We have established valuation allowances against tax losses and credits that we will most likely be unable to utilize. We believe that it is more likely than not that we will be able to generate sufficient future taxable income to utilize the remaining deferred tax assets.

We are currently under two separate Internal Revenue Service (“IRS”) examination cycles for the years ended 2004 through 2005 and 2006 through 2008. Our statute of limitations therefore remains open from the year ended December 31, 2004 and forward. Our 2004-2005 exam cycle is currently under administrative appeal for certain unresolved issues. We expect this cycle to be effectively settled during the first or second quarter of 2012. Additionally, the 2006-2008 cycle is still in the examination level and thus, we are unable to determine how long these periods will remain open.

The 2003 tax year of one of our Mexican subsidiaries is still under review and thus its statute of limitations remains open. In addition, another Mexican subsidiary filed an amended return and thus, its 2005 statute remains open through July 2013. Statute of limitations of all of Mexican subsidiaries for 2006 and forward years remain open.

During the third quarter ended September 30, 2011, we effectively settled an audit of one of our Swiss subsidiaries which covered the years 2006 through 2009. There was no impact to the income statement as a result of the settlement.

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 due to the use of tax loss carryforwards in certain jurisdictions.

The provision for income taxes 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:

	Year Ended December 31,
	2011			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%
State taxes		2.1			3.3			1.9
Impairment of goodwill		—			—			(23.7	)
Changes in valuation allowances		—			—			(6.5	)
Tax settlements		—			4.4			—
Changes in tax reserves		—			(9.6	)		—
Other, net		1.6			2.0			(0.3	)
Effective rate		38.7	%		35.1	%		6.4	%

Income (loss) from continuing operations before income taxes for the year ended December 31, 2011, 2010, and 2009 was $224.4 million, $113.7 million, and $(158.4) million, respectively, for United States operations, and $13.1 million, $2.9 million, and $11.5 million, respectively, for foreign operations. The Company has provided United States deferred income taxes on the un-repatriated earnings of its foreign operations. The Company has $37.8 million of foreign tax credit carryforwards which will expire between 2014 and 2021.

The change in unrecognized tax benefits for the years ended December 31, 2011 and 2010 were as follows:

	Year Ended December 31,
	2011			2010			2009
	(in millions)
Beginning balance	$	36.8		$	40.1		$	32.9
Additions for tax positions related to the current year		3.8			3.3			5.8
Additions for tax positions of prior years		16.4			9.3			7.5
Reductions for tax positions of prior years		(0.1	)		(5.6	)		(4.5	)
Settlements		(3.5	)		(9.5	)		(1.5	)
Expirations of statute of limitations		(0.9	)		(0.8	)		(0.1	)
Ending balance	$	52.5		$	36.8		$	40.1

The additions for tax positions related to the current year in the amounts of $3.8 million and $3.3 million for the years ended December 31, 2011 and December 31, 2010, respectively, 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.

Additions for tax positions of prior years for the year ended December 31, 2011 and December 31, 2010 of $16.4 million and $9.3 million, respectively, are primarily due to Federal tax positions taken on prior year returns that have been proposed by the IRS but not previously reserved. These items are primarily timing differences and thus we would be allowed a future tax deduction. We have recorded a corresponding deferred tax asset for the future reduction of taxes related to these adjustments.

The reduction in tax positions of prior years of $0.1 million and $5.6 million for the years ended December 31, 2011 and December 31, 2010, respectively, was primarily related to state taxes.

Settlements during the year ended December 31, 2011 primarily relate to the audit of a Swiss subsidiary that resulted in the payment of $2.8 million of taxes and interest. Subsequent to the payment of the taxes, we applied for and received treaty relief from the Swiss tax authorities and received $1.8 million in tax refunds. The tax that was not refunded is creditable against future US income tax and thus is being carried as a deferred tax asset.

Settlements during the year ended December 31, 2010 related to a first quarter tax settlement of a 2002 Mexico tax issue of one of our subsidiaries and a third quarter settlement of the 1998-2002 IRS audit.

The total amount of unrecognized tax benefits including interest and penalties at December 31, 2011 and 2010, that would affect the Company’s effective tax rate if recognized was $19.4 million and $14.9 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by December 31, 2012 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by December 31, 2012 total $2.5 million. Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease by December 31, 2012 due to settlements with taxing authorities. Amounts expected to settle by December 31, 2012 total $3.3 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 December 31, 2011 and 2010 was $13.3 million and $11.2 million, respectively. Income tax expense for the years ended December 31, 2011 and 2010 included an increase to income tax expense of $2.1 million and reduction in income tax expense of $4.8 million, respectively, in interest expense and penalties related to uncertain tax positions.