B] TRUST INDENTURE AND SECURITY AGREEMENT Dated as of February 15, 2002 among TRINITY INDUSTRIES LEASING COMPANY and TRINITY INDUSTRIES, INC. and THE BANK OF NEW YORK, Trustee

EXHIBIT 4.3.2

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[B] TRUST INDENTURE AND SECURITY AGREEMENT

Dated as of February 15, 2002

among

TRINITY INDUSTRIES LEASING COMPANY

and

TRINITY INDUSTRIES, INC.

and

THE BANK OF NEW YORK,

Trustee

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TABLE OF CONTENTS

Page

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ARTICLE I

DEFINITIONS

Section 1.01 Certain Definitions 3

ARTICLE II

THE EQUIPMENT NOTES

Section 2.01 Form of Equipment Notes 3

Section 2.02 Execution, Authentication and Denominations 4

Section 2.03 Registrar and Paying Agent 4

Section 2.04 Paying Agent to Hold Money in Trust 5

Section 2.05 Transfer and Exchange 5

Section 2.06 Replacement Equipment Notes 6

Section 2.07 Outstanding Equipment Notes 6

Section 2.08 Cancellation 7

Section 2.09 Application of Payments to Principal Amount and Interest 7

Section 2.10 Termination of Interest in Indenture Estate 7

Section 2.11 Equally and Ratably Secured 7

Section 2.12 Redemption; Notice of Redemption 7

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION

OF INCOME FROM THE INDENTURE ESTATE

Section 3.01 Payments Prior to Indenture Event of Default 9

Section 3.02 [Reserved] 9

Section 3.03 Payments After Indenture Event of Default 9

Section 3.04 Other Payments 10

ARTICLE IV

REMEDIES OF THE TRUSTEE

UPON AN INDENTURE EVENT OF DEFAULT

Section 4.01 Indenture Events of Default 10

Section 4.02 Acceleration; Rescission and Annulment 11

Section 4.03 Remedies with Respect to Indenture Estate 12

Section 4.04 Waiver of Existing Defaults 14

Section 4.05 Control by Majority 14

Section 4.06 Limitation on Suits 15

Section 4.07 Rights of Holders to Receive Payment 15

Section 4.08 Delay or Omission Not Waiver 15

Section 4.09 Remedies Cumulative 15

Section 4.10 Discontinuance of Proceedings 16

Section 4.11 Undertaking for Costs 16

ARTICLE V

THE TRUSTEE

Section 5.01 Acceptance of Trusts and Duties 16

Section 5.02 Certain Duties and Responsibilities 16

Section 5.03 Notice of Indenture Defaults 17

Section 5.04 Certain Rights of Trustee 17

Section 5.05 Not Responsible for Recitals or Issuance of Equipment Notes 18

Section 5.06 May Hold Equipment Notes 19

Section 5.07 Indenture Supplements 19

Section 5.08 Effect of Replacements 19

Section 5.09 Withholding Taxes 19

Section 5.10 No Representations or Warranties as to the Items of Equipment or Documents 19

Section 5.11 No Segregation of Moneys; No Interest; Investments 19

Section 5.12 No Compensation from Holders or Indenture Estate 20

Section 5.13 Limitation on Duty of Trustee in Respect of Indenture Estate 20

Section 5.14 No Liability of Trustee 20

ARTICLE VI

INDEMNIFICATION AND COMPENSATION OF TRUSTEE

Section 6.01 Scope of Indemnification 21

Section 6.02 Compensation 21

ARTICLE VII

SUCCESSOR TRUSTEES

Section 7.01 Resignation of Trustee; Appointment of Successor 22

Section 7.02 Appointment of Co-Trustee 23

Section 7.03 No Liability for Clean-up of Hazardous Materials 24

ARTICLE VIII

SUPPLEMENTS AND AMENDMENTS

TO THIS INDENTURE AND OTHER DOCUMENTS

Section 8.01 Supplemental Indentures 24

Section 8.02 Trustee Protected 26

Section 8.03 Request of Substance, Not Form 26

Section 8.04 Documents Mailed to Holders 26

Section 8.05 Notation on or Exchange of Equipment Notes 26

ARTICLE IX

COVENANTS OF THE COMPANY

Section 9.01 Payment of Equipment Notes 27

Section 9.02 Maintenance of Corporate Existence 27

Section 9.03 Consolidation, Merger or Sale of Assets of the Company 27

Section 9.04 Annual Statements as to Compliance by the Company 28

Section 9.05 Notices of Indenture Defaults 28

Section 9.06 Liens 28

Section 9.07 Maintenance; Compliance with Laws; Possession; Identification Marks 28

Section 9.08 Replacement of Parts 29

Section 9.09 Insurance 29

Section 9.10 Age of Equipment 30

Section 9.11 Replacement of Items of Equipment upon Event of Loss 30

Section 9.12 Scope of Business Activities Abroad 31

Section 9.13 Filings and Opinions 31

Section 9.14 Substitution and Replacement of Equipment 32

ARTICLE X

GUARANTEE

Section 10.01 Guarantee 33

Section 10.02 Consolidation, Merger or Sale of Assets of Guarantor 34

ARTICLE XI

MISCELLANEOUS

Section 11.01 Release of Property 35

Section 11.02 Defeasance and Covenant Defeasance 35

Section 11.03 No Legal Title to Indenture Estate in Holders 38

Section 11.04 Sale of Items of Equipment by Trustee Is Binding 38

Section 11.05 Indenture and Equipment Notes for Benefit of the Company, Guarantor, Trustee and Holders

Only 38

Section 11.06 Further Assurances 38

Section 11.07 Compliance Certificates and Opinions 39

Section 11.08 Form of Documents Delivered to Trustee 39

Section 11.09 Acts of Holders 39

Section 11.10 Notices 40

Section 11.11 Severability. 40

iii

Section 11.12 Separate Counterparts 40

Section 11.13 Successors and Assigns 41

Section 11.14 Headings 41

Section 11.15 Governing Law 41

Section 11.16 No Partnership 41

EXHIBIT A - Form of Trust Indenture Supplements

EXHIBIT B - Form of Equipment Notes

EXHIBIT C - Form of Notice to Lessees

EXHIBIT D - Form of Memorandum of Trust

EXHIBIT E - Form of Memorandum of Lease

APPENDIX A - Definitions

[B] TRUST INDENTURE AND SECURITY AGREEMENT

This [B] TRUST INDENTURE AND SECURITY AGREEMENT, dated as of

February 15, 2002 (this "Indenture"), by and among Trinity Industries Leasing

Company, a Delaware corporation (the "Company"), Trinity Industries, Inc. a

Delaware corporation (the "Guarantor"), and The Bank of New York, a New York

banking corporation, as Trustee hereunder, and any successor appointed in

accordance with the terms hereof (the "Trustee");

WITNESSETH:

WHEREAS, the Company has duly authorized the execution and

delivery of this Indenture to provide for the issuance of the 7.755% Equipment

Notes (the "Equipment Notes") issuable as provided in this Indenture;

WHEREAS, the Company and the Guarantor desire by this

Indenture, among other things, to provide for (i) the issuance by the Company of

the Equipment Notes, (ii) the guarantee by the Guarantor of the Company's

obligations in respect of the Equipment Notes and under this Indenture, and

(iii) the assignment, mortgage and pledge by the Company to the Trustee, as part

of the Indenture Estate hereunder, among other things, of, and the grant of a

security interest in, all of the Company's right, title and interest in and to

the Items of Equipment, the Leases and the proceeds thereof, in accordance with

the terms hereof, in trust, as security for, among other things, the Company's

obligations to the holders of the Equipment Notes for the equal and ratable

benefit of such holders;

WHEREAS, all things have been done to make the Equipment

Notes, when executed by the Company and authenticated and delivered by the

Trustee hereunder, the valid, binding and enforceable obligations of the

Company; and

WHEREAS, all things necessary to make this Indenture the

legal, valid and binding obligation of the Company, the Guarantor and the

Trustee, for the uses and purposes herein set forth, in accordance with its

terms, have been done and performed and have happened.

GRANTING CLAUSE

NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT

WITNESSETH that, to secure the prompt payment of the principal of and interest

and premium, if any, on and all other amounts due with respect to, the Equipment

Notes from time to time outstanding hereunder and the performance and observance

by the Company of all the agreements, covenants and provisions herein and in the

Equipment Notes all for the benefit of the holders of the Equipment Notes, and

for the uses and purposes and subject to the terms and provisions hereof, and in

consideration of the premises and of the covenants herein contained, the Company

does hereby sell, assign, transfer, convey, mortgage, pledge and confirm unto

the Trustee, its successors and assigns, for the security and benefit of the

holders of the Equipment Notes from time to time, a first priority security

interest in and mortgage lien on all right, title and interest of the Company in

and to the following described property, rights, interests and privileges (which

collectively, including all property hereafter specifically

subjected to the Lien of this Indenture by any instrument supplemental hereto,

being herein called the "Indenture Estate"), to wit:

(i) the Items of Equipment including, without limitation, all

additions, alterations or modifications thereto or replacements of any

part thereof, whenever made or performed or acquired and all other

items of tangible personal property of any kind acquired by the Company

in connection with the acquisition of the Items of Equipment, in each

case whether acquired at the time of acquisition of the Items of

Equipment or thereafter acquired pursuant to this Indenture or

otherwise; and

(ii) all Leases, including, without limitation, all amounts of

rent, insurance proceeds and other payments of any kind for or with

respect to the Equipment subject to each Lease;

(iii) all monies and securities now or hereafter paid or

deposited or required to be paid or deposited with the Trustee pursuant

to any provision of this Indenture, or any Lease or required to be held

by the Trustee hereunder or thereunder; and

(iv) all right, title and interest of the Company in and to

all proceeds, rents, issues, profits, products, revenues and other

income, from and on account of the property, rights and privileges

subjected or required to be subjected to the Lien of this Indenture.

TO HAVE AND TO HOLD all and singular the aforesaid property

unto the Trustee, its successors and assigns, in trust for the benefit and

security of the holders of the Equipment Notes from time to time, without any

priority of any one Equipment Note over any other Equipment Note, and for the

uses and purposes, and subject to the terms and provisions, set forth in this

Indenture.

UPON CONDITION that, unless and until an Event of Default

shall have occurred and be continuing, the Company shall be permitted, to the

exclusion of the Trustee, to possess and use the Indenture Estate and exercise

all rights with respect thereto.

It is expressly agreed that anything herein contained to the

contrary notwithstanding, the Company shall remain liable under each of the

Operative Documents and Leases to which it is a party to perform all of the

obligations, if any, assumed by it thereunder, all in accordance with and

pursuant to the terms and provisions thereof, and the Trustee and the holders

shall have no obligation or liability under any of the Operative Documents or

Leases to which the Company is a party by reason of or arising out of this

assignment, nor shall the Trustee or the holders of Equipment Notes be required

or obligated in any manner to perform or fulfill any obligations of the Company

under or pursuant to any of the Operative Documents or Leases to which the

Company is a party or, except as herein expressly provided, to make any payment,

or to make any inquiry as to the nature or sufficiency of any payment received

by it, or present or file any claim, or take any action to collect or enforce

the payment of any amounts which may have been assigned to it or to which it may

be entitled at any time or times.

The Company does hereby constitute the Trustee the true and

lawful attorney of the Company, irrevocably, with full power (in the name of the

Company or otherwise) to ask, require, demand, receive, compound and give

acquittance for any and all money and claims for

money due and to become due to the Company which are part of the Indenture

Estate, to endorse any checks or other instruments or orders in connection

therewith and to file any notices or claims or take any action or institute any

proceedings which the Trustee may deem to be necessary or advisable in the

premises.

The Company agrees that at any time and from time to time, the

Company will promptly and duly execute, deliver and file or cause to be

executed, delivered and filed any and all such further instruments and documents

as may be necessary or as the Trustee may reasonably request in order to obtain

the full benefits of this assignment and of the rights and powers herein

granted.

The Company does hereby warrant and represent that it has not

assigned or pledged, and hereby covenants that it will not assign or pledge, so

long as the assignment hereunder shall remain in effect, any of its right, title

or interest hereby assigned to anyone other than the Trustee and that it will

not, except as provided in or permitted by this Indenture, accept any payment

constituting part of the Indenture Estate or enter into an agreement amending or

supplementing any of the Operative Documents, execute any waiver or modification

of, or consent under the terms of any of the Operative Documents, settle or

compromise any claim arising under any of the Operative Documents, or submit or

consent to the submission of any dispute, difference or other matter arising

under or in respect of any of the Operative Documents to arbitration thereunder.

IT IS HEREBY COVENANTED AND AGREED by and among the parties

hereto as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Definitions. Unless the context otherwise

requires, all capitalized terms used herein and not otherwise defined shall have

the meanings set forth in Appendix A hereto for all purposes of this Indenture.

All references to articles, sections, clauses, schedules, exhibits, annexes and

appendices in this Indenture are to articles, sections, clauses, schedules,

exhibits, annexes and appendices in and to this Indenture unless otherwise

indicated.

ARTICLE II

THE EQUIPMENT NOTES

Section 2.01 Form of Equipment Notes. (a) The Equipment Notes

and the Trustee's certificate of authentication with respect thereto shall be

substantially in the form annexed hereto as Exhibit B. The Equipment Notes may

have such appropriate insertions, omissions, substitutions and other variations

as are required or permitted by this Indenture and may have letters, notations,

legends or endorsements required by law, stock exchange agreements to which the

Company is subject, or usage. Any portion of the text of any Equipment Note may

be set forth on the reverse thereof, with an appropriate reference thereto on

the face of the Equipment Note. The Company shall approve the form of the

Equipment Notes and any notation, legend or endorsement on the Equipment Notes.

Each Equipment Note shall be dated the date of its authentication.

The terms and provisions contained in the form of the

Equipment Notes annexed hereto as Exhibit B shall constitute, and are hereby

expressly made, a part of this Indenture. Each of the Company and the Trustee,

by its execution and delivery of this Indenture, expressly agrees to the terms

and provisions of the Equipment Notes applicable to it and to be bound thereby.

The Equipment Notes shall be typed, printed, lithographed or

engraved or produced by any combination of these methods or may be produced in

any other manner determined by the officers executing such Equipment Notes, as

evidenced by their execution of such Equipment Notes.

Section 2.02 Execution, Authentication and Denominations. The

Equipment Notes shall be executed by an Officer of the Company authorized to

execute Equipment Notes, by facsimile or manual signature, in the name and on

behalf of the Company.

If an officer whose signature is on an Equipment Note no

longer holds that office at the time the Trustee authenticates the Equipment

Note, the Equipment Note shall be valid nevertheless.

An Equipment Note shall not be valid until the Trustee

manually signs the certificate of authentication on the Equipment Note. The

signature shall be conclusive evidence that the Equipment Note has been

authenticated under this Indenture.

At any time and from time to time after the execution of this

Indenture, the Trustee shall, upon receipt of a Company Order, authenticate for

original issue Equipment Notes in the aggregate principal amount specified in

such Company Order. Such Company Order shall specify the amount of Equipment

Notes to be authenticated and the date on which the issue of Equipment Notes is

to be authenticated.

Section 2.03 Registrar and Paying Agent. The Company shall

maintain an office or agency where Equipment Notes may be presented for

registration of transfer or for exchange (the "Registrar"), an office or agency

where Equipment Notes may be presented for payment (the "Paying Agent"), and an

office or agency where notices and demands to or upon the Company in respect of

the Equipment Notes and this Indenture may be served. The Company shall cause

the Registrar to keep a register of the Equipment Notes and of their transfer

and exchange (the "Equipment Note Register"). The Company may have one or more

additional Paying Agents.

The Company shall enter into an appropriate agency agreement

with any Agent not a party to this Indenture. The agreement shall implement the

provisions of this Indenture that relate to such Agent. The Company shall give

prompt written notice to the Trustee of the name and address of any such Agent

and any change in the address of such Agent. If the Company fails to maintain a

Registrar, Paying Agent and/or agent for service of notices and demands, the

Trustee shall act as such Registrar, Paying Agent and/or agent for service of

notices and demands

for so long as such failure shall continue. The Company may remove any Agent

upon written notice to such Agent and the Trustee; provided that no such removal

shall become effective until (i) the acceptance of an appointment by a successor

Agent to such Agent as evidenced by an appropriate agency agreement entered into

by the Company and such successor Agent and delivered to the Trustee or (ii)

notification to the Trustee that the Trustee shall serve as such Agent until the

appointment of a successor Agent in accordance with clause (i) of this proviso.

The Company or any Affiliate of the Company may act as Paying Agent, Registrar,

and/or agent for service of notice and demands. The Company shall initially act

as the Paying Agent.

The Company initially appoints the Trustee as Registrar,

Paying Agent and authenticating agent. If, at any time, the Trustee is not the

Registrar, the Registrar shall make available to the Trustee on or before each

Interest Payment Date and at such other times as the Trustee may reasonably

request, the names and addresses of the Holders as they appear in the Equipment

Note Register.

Section 2.04 Paying Agent to Hold Money in Trust. The Company

shall require each Paying Agent, if any, other than the Trustee to agree in

writing that such Paying Agent shall hold in trust for the benefit of the

Holders or the Trustee all money held by the Paying Agent for the payment of

principal of, premium, if any, or interest on the Equipment Notes (whether such

money has been paid to it by the Company or the Guarantor on the Equipment

Notes), and that such Paying Agent shall promptly notify the Trustee of any

default by the Company (or the Guarantor on the Equipment Notes) in making any

such payment. The Company at any time may require a Paying Agent to pay all

money held by it to the Trustee and account for any funds disbursed, and the

Trustee may at any time during the continuance of any payment default, upon

written request to a Paying Agent, require such Paying Agent to pay all money

held by it to the Trustee and to account for any funds disbursed. Upon doing so,

the Paying Agent shall have no further liability for the money so paid over to

the Trustee. If the Company or any Subsidiary of the Company or any Affiliate of

any of them acts as Paying Agent, it will, on or before each due date of any

principal of, premium, if any, or interest on the Equipment Notes, segregate and

hold in a separate trust fund for the benefit of the Holders a sum of money

sufficient to pay such principal, premium, if any, or interest so becoming due

until such sum of money shall be paid to such Holders or otherwise disposed of

as provided in this Indenture, and will promptly notify the Trustee of its

action or failure to act as required by this Section 2.04.

Section 2.05 Transfer and Exchange. The Equipment Notes are

issuable only in registered form. A Holder may transfer an Equipment Note 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 registration of the transfer by the Registrar in the Equipment Note

herein, the Company, the Trustee, and any agent of the Company or the Trustee

shall treat the Person in whose name the Equipment Note is registered as the

owner thereof for all purposes and none of the Company, the Trustee, or any such

agent shall be affected by notice to the contrary. When Equipment Notes are

presented to the Registrar with a request to register the transfer or to

exchange them for an equal principal amount of Equipment Notes of other

authorized denominations, the Registrar shall register the transfer or make the

exchange as requested if its requirements for such transactions are met. To

permit registrations of transfers and exchanges in accordance with

the terms, conditions and restrictions hereof, the Company shall execute and the

Trustee shall authenticate Equipment Notes. No service charge shall be made to

any Holder for any registration of transfer or exchange or redemption of the

Equipment Notes, 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 transfers or exchanges pursuant to Section 2.12 or 8.05).

Section 2.06 Replacement Equipment Notes. If (i) a mutilated

Equipment Note is surrendered to the Trustee or the Trustee receives evidence to

its satisfaction of the destruction, loss or theft of any Equipment Note, and

(ii) there is delivered to the Company and the Trustee such security or

indemnity as may be required by them to hold each of them harmless, then, in the

absence of notice to the Company, the Registrar or the Trustee that such

Equipment Note has been acquired by a protected purchaser, the Company shall

execute and upon its request the Trustee shall authenticate and deliver, in

exchange for or in lieu of any such mutilated, destroyed, lost or stolen

Equipment Note, a replacement Equipment Note of like tenor and amount; provided,

however, that if any such mutilated, destroyed, lost or stolen Equipment Note

has become or is about to become due and payable, the Company, in its

discretion, may pay such Equipment Note instead of issuing a new Equipment Note

in replacement thereof.

Upon the issuance of any replacement Equipment Note under this

Section, the Company may require the payment by the Holder of such Equipment

Note of a sum sufficient to cover any tax or other governmental charge that may

be imposed in relation thereto and any other reasonable expenses (including the

fees and expenses of the Trustee) connected therewith.

Every replacement Equipment Note issued pursuant to this

Section in replacement of any mutilated, destroyed, lost or stolen Equipment

Note shall constitute an original additional contractual obligation of the

Company, whether or not the mutilated, destroyed, lost or stolen Equipment Note

shall be at any time enforceable by anyone, and shall be entitled to all the

benefits of this Indenture equally and proportionately with any and all other

Equipment Notes duly issued hereunder.

Section 2.07 Outstanding Equipment Notes. Equipment Notes

outstanding at any time are all Equipment Notes that have been authenticated by

the Trustee except for those cancelled by it, those delivered to it for

cancellation and those described in this Section 2.07 as not outstanding.

If an Equipment Note is replaced pursuant to Section 2.06, it

ceases to be outstanding unless and until the Trustee and the Company receive

proof reasonably satisfactory to them that the replaced Equipment Note is held

by a protected purchaser.

An Equipment Note does not cease to be outstanding because the

Company or one of its Affiliates holds such Equipment Note; provided, however,

that, in determining whether the Holders of the requisite principal amount of

the outstanding Equipment Notes have given any request, demand, authorization,

direction, notice, consent or waiver hereunder, Equipment Notes owned by the

Company or any other obligor upon the Equipment Notes or any Affiliate of the

Company or of such other obligor shall be disregarded and deemed not to be

outstanding, except that, in determining whether the Trustee shall be protected

in relying upon any such request,

demand, authorization, direction, notice, consent or waiver, only Equipment

Notes which a Responsible Officer of the Trustee knows to be so owned shall be

so disregarded. Equipment Notes so owned which have been pledged in good faith

may be regarded as outstanding if the pledgee establishes to the satisfaction of

the Trustee the pledgee's right so to act with respect to such Equipment Notes

and that the pledgee is not the Company or any other obligor upon the Equipment

Notes or any Affiliate of the Company or of such other obligor.

Section 2.08 Cancellation. The Company at any time may deliver

to the Trustee for cancellation any Equipment Notes previously authenticated and

delivered hereunder which the Company may have acquired in any manner

whatsoever. The Registrar and the Paying Agent shall forward to the Trustee any

Equipment Notes surrendered to them for registration of transfer, exchange,

purchase or payment. The Trustee shall cancel all Equipment Notes surrendered

for registration of transfer, exchange, purchase, payment or cancellation and

shall return all such Equipment Notes to the Company. The Company shall not

issue Equipment Notes to replace Equipment Notes it has paid in full or

delivered to the Trustee for cancellation.

Section 2.09 Application of Payments to Principal Amount and

Interest. In the case of each Equipment Note, each payment of principal thereof

and premium, if any, and interest thereon shall be applied, first, to the

payment of accrued but unpaid interest on such Equipment Note then due

thereunder (as well as any interest on any overdue principal amount) and (to the

extent permitted by law) any overdue premium, if any, any overdue interest and

any other overdue amounts thereunder to the date of such payment, second, to the

payment of any premium then due thereon, and third, to the payment of the

principal amount of such Equipment Note then due thereunder (which, in the case

of any partial redemption pursuant to Section 2.12, shall be applied toward the

pro rata reduction of all remaining installments of principal on such Equipment

Note).

Section 2.10 Termination of Interest in Indenture Estate. A

Holder shall have no further interest in, or other right with respect to, the

Indenture Estate when and if the principal amount of and interest on all

Equipment Notes held by such Holder and all other sums payable to such Holder

hereunder and under such Equipment Notes shall have been paid in full.

Section 2.11 Equally and Ratably Secured. All Equipment Notes

at any time outstanding under this Indenture shall be equally and ratably

secured hereby without preference, priority or distinction on account of the

date or dates, the actual time or times of the issue or maturity of such

Equipment Notes so that all Equipment Notes at any time issued and outstanding

hereunder shall have the same rights and preferences, and be entitled to the

same benefits provided by the Liens created, under and by virtue of this

Indenture.

Section 2.12 Redemption; Notice of Redemption. (a) The Company

may, at its option, on not less than 30 (and no more than 60) days' notice to

the Trustee, redeem on any date the outstanding Equipment Notes in whole or in

part, at a redemption price equal to the greater of (1) 100% of the principal

amount of the Equipment Notes to be redeemed, and (2) as determined by the

Quotation Agent, the sum of the present values of the remaining scheduled

payments of principal and interest in respect of the Equipment Notes to be

redeemed (not including any portion of those payments of interest accrued as of

the date of redemption) discounted to the date of redemption on a semiannual

basis (assuming a 360-day year consisting of twelve 30-day

months) at the Adjusted Treasury Rate plus 25 basis points, plus, in each case,

accrued interest to the date of redemption.

"Adjusted Treasury Rate" means, with respect to any redemption

date, the rate per year equal to the semiannual equivalent yield to maturity of

the Comparable Treasury Issue, assuming a price for the Comparable Treasury

Issue (expressed as a percentage of its principal amount) equal to the

Comparable Treasury Price for that redemption date.

"Comparable Treasury Issue" means the United States Treasury

security selected by the Quotation Agent as having a maturity comparable to the

remaining term of the Equipment Notes to be redeemed that would be utilized, at

the time of selection and in accordance with customary financial practice, in

pricing new issues of corporate debt securities of comparable maturity to the

remaining term of those Equipment Notes.

"Comparable Treasury Price" means, with respect to any

redemption date, (i) the average of the Reference Treasury Dealer Quotations for

that redemption date, after excluding the highest and lowest Reference Treasury

Dealer Quotations, or (ii) if the Trustee obtains fewer than three Reference

Treasury Dealer Quotations, the average of all Reference Treasury Dealer

Quotations so received.

"Quotation Agent" means the Reference Treasury Dealer

appointed by the Company.

"Reference Treasury Dealer" means (1) X.X. Xxxxxx Securities

Inc. and its successors, provided, however, that if the foregoing shall cease to

be a primary U.S. Government securities dealer in New York City (a "Primary

Treasury Dealer"), the Company shall substitute another Primary Treasury Dealer,

and (2) any other Primary Treasury Dealer selected by the Company.

"Reference Treasury Dealer Quotations" means, with respect to

each Reference Treasury Dealer and any redemption date, the average, as

determined by the Reference Treasury Dealer, of the bid and asked prices for the

Comparable Treasury Issue (expressed in each case as a percentage of its

principal amount) quoted in writing by that Reference Treasury Dealer at 5:00

p.m., New York City time, on the third Business Day preceding that redemption

date.

Upon the redemption of any Equipment Notes pursuant to this

Section 2.12(a), the Trustee shall, in accordance with Section 11.01(a), release

from the Lien of this Indenture the Items of Equipment specified by the Company

in a Company Order having an aggregate Fair Value as determined by the Company

equal to or less than the product obtained by multiplying the aggregate Fair

Value of all Items of Equipment subject to the Lien of this Indenture by a

fraction, the numerator of which shall be the aggregate unpaid principal amount

of the Equipment Notes so redeemed and the denominator of which shall be the

aggregate unpaid principal amount of all Equipment Notes outstanding immediately

prior to such redemption.

(b) In connection with an Event of Loss (unless the Company

shall have elected the option set forth in Section 9.11(a)(i) with respect

thereto), the Company shall, on or before the relevant Loss Redemption Date (as

defined in Section 9.11(a)), redeem a principal amount of the Equipment Notes

equal to the product obtained by multiplying the aggregate

unpaid principal amount of all Equipment Notes on the date notice of the

Company's election to redeem is given to the Trustee pursuant to Section

9.11(a), by a fraction, the numerator of which shall be the Fair Value of the

Equipment with respect to which such Event of Loss occurred and the denominator

of which shall be the aggregate Fair Value of all Equipment subject to the Lien

hereof immediately prior to the occurrence of such Event of Loss. The redemption

price payable upon a redemption pursuant to this Section 2.12(b) shall equal the

principal amount of the Equipment Notes to be redeemed as determined pursuant to

the immediately preceding sentence, together with accrued and unpaid interest on

such principal amount to the date of such redemption but without the payment of

any premium.

any redemption pursuant to this Section 2.12.

(d) The Equipment Notes are not subject to redemption or

prepayment except as provided in this Section 2.12 and in Section 3.03 of this

Indenture.

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION

OF INCOME FROM THE INDENTURE ESTATE

Section 3.01 Payments Prior to Indenture Event of Default.

Except as otherwise provided in Section 3.03, any money paid over by the Company

to the Trustee for payment on the Equipment Notes shall be distributed by the

Trustee as promptly as possible to the holders of the Equipment Notes to pay in

full the aggregate amount of the payment or payments of principal, premium, if

any, and interest (as well as any interest on overdue principal) then due, such

distribution to be made ratably, in the proportion that the amount of such

payment or payments then due or so scheduled with respect to each such Equipment

Note bears to the aggregate amount of payments then due under all such Equipment

Notes. The amount so distributed to a Holder of an Equipment Note shall be

applied by such Holder in payment of such Equipment Note in accordance with the

terms of Section 2.09.

Section 3.02 [Reserved].

Section 3.03 Payments After Indenture Event of Default. (a)

All payments received and amounts realized by the Trustee after an Indenture

Event of Default shall have occurred and be continuing and after the Equipment

Notes shall have been accelerated pursuant to Section 4.02 or the Trustee has

elected to foreclose or otherwise enforce its rights under this Indenture

(including any amounts realized by the Trustee from the exercise of any remedies

pursuant to Article IV), as well as all payments or amounts then held or

thereafter received by the Trustee as part of the Indenture Estate while such

Indenture Event of Default shall be continuing, shall be distributed forthwith

by the Trustee in the following order of priority: first, so much of such

payments or amounts as shall be required to pay or reimburse the Trustee for any

unpaid fees for its services under this Indenture and any tax, liability,

expense (including reasonable attorneys' fees) or other loss incurred by the

Trustee (to the extent reimbursable and not previously reimbursed and to the

extent reasonably incurred in connection with its duties as

Trustee) shall be distributed to the Trustee; second, so much of such payments

or amounts as shall be required to reimburse the Holders of the Equipment Notes

for payments made by them to the Trustee pursuant to Article V (to the extent

not previously reimbursed), shall be distributed to such Holders of the

Equipment Notes, without priority of one over the other, in accordance with the

amount of the payment or payments made by, or payable to, each such Holder;

third, so much of such payments or amounts as shall be required to pay in full

the aggregate unpaid principal amount of all Equipment Notes, plus the accrued

but unpaid interest thereon to the date of distribution, shall be distributed to

the Holders of the Equipment Notes, and in case the aggregate amount so to be

distributed shall be insufficient to pay in full the aforesaid amounts, then,

ratably, without priority of one over another, in the proportion that the

aggregate unpaid principal amount of all Equipment Notes held by each such

Holder, plus the accrued but unpaid interest thereon to the date of

distribution, bears to the aggregate unpaid principal amount of all Equipment

Notes, plus the accrued but unpaid interest thereon to the date of distribution;

and fourth, the balance, if any, of such payments or amounts remaining

thereafter shall be distributed to, or as directed by, the Company;

(b) If an Indenture Event of Default shall have occurred and

be continuing, the Trustee shall not make any distribution to the Company but

shall hold amounts otherwise distributable to the Company as collateral security

for the obligations secured hereby until such time as no Indenture Event of

Default shall be continuing hereunder or such amounts are applied pursuant to

Section 3.03(a).

Section 3.04 Other Payments. Except as otherwise provided in

Section 3.03,

(a) any payments received by the Trustee for which no

provision as to the application thereof is made elsewhere in this

Article III, and

(b) all payments received and amounts realized by the Trustee

with respect to the Items of Equipment to the extent received or

realized at any time after payment in full of the principal of and

interest and premium, if any, on all Equipment Notes, as well as any

other amounts remaining as part of the Indenture Estate after payment

in full of the principal of and interest and premium, if any, on all

Equipment Notes issued hereunder,

shall be distributed forthwith by the Trustee in the order of priority set forth

in Section 3.03, except that in the case of any payment described in clause (b)

above, such payment shall be distributed omitting clause "third" of such Section

3.03(a).

ARTICLE IV

REMEDIES OF THE TRUSTEE

UPON AN INDENTURE EVENT OF DEFAULT

Section 4.01 Indenture Events of Default. The following events

shall constitute "Indenture Events of Default" and each such Indenture 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) default by the Company in making any payment when due of

any principal of or premium (if any) on, any Equipment Note;

(b) default by the Company in making any payment when due of

any interest on any Equipment Note, and the continuance of such default

unremedied for 10 Business Days after the same shall have become due

and payable;

perform in any material respect any covenant or obligation of it, in

this Indenture or the Equipment Notes if, but only if, such failure is

not remedied within a period of 120 days after there has been given to

the Company or the Guarantor, as the case may be, by the Trustee or the

Holders of 25% or more in aggregate principal amount of the Equipment

Notes then outstanding a written notice specifying such failure and

requiring it to be remedied;

(d) any representation or warranty made by the Company

hereunder, or by any representative of the Company in any document or

certificate furnished to the Trustee in connection herewith or pursuant

hereto, shall prove at any time to have been incorrect in any material

adverse respect as of the date made and such incorrectness shall remain

material and unremedied for a period of 120 days after the date on

which there has been given to the Company by the Trustee or the Holders

of 25% or more in aggregate principal amount of the Equipment Notes

then outstanding a written notice specifying such incorrectness;

(e) the Guarantee shall cease to be in full force and effect

or the Guarantor shall take any action to seek to have the Guarantee

declared void or unenforceable;

(f) either the Company or the Guarantor shall (i) commence a

voluntary case or other proceeding seeking liquidation, reorganization

or other relief with respect to itself or its debts under any

bankruptcy, insolvency or other similar law now or hereafter in effect,

or seeking the appointment of a trustee, receiver, liquidator,

custodian or other similar official of it or any substantial part of

its property, or (ii) consent to any such relief or to the appointment

of or taking possession by any such official in any voluntary case or

other proceeding commenced against it, or (iii) admit in writing its

inability to pay its debts generally as they come due, or (iv) make a

general assignment for the benefit of creditors, or (v) take any

corporate action to authorize any of the foregoing; or

(g) an involuntary case or other proceeding shall be commenced

against either the Company or the Guarantor seeking liquidation,

reorganization or other relief with respect to it or its respective

debts under any bankruptcy, insolvency or other similar law now or

hereafter in effect, or seeking the appointment of a trustee, receiver,

liquidator, custodian or other similar official of it or any

substantial part of its property, and such involuntary case or other

proceeding shall remain undismissed and unstayed for a period of 90

days.

Section 4.02 Acceleration; Rescission and Annulment. If an

Indenture Event of Default (other than as described in Section 4.01(f) or (g))

shall occur and be continuing, the Trustee may, and when instructed by the

Holders of at least 25% in aggregate principal amount

of the Equipment Notes then outstanding, shall, by written notice to the

Company, declare the unpaid principal amount of all Equipment Notes then

outstanding to be immediately due and payable, together with all accrued and

unpaid interest thereon and all other amounts due thereunder. If an Indenture

Event of Default described in Section 4.01(f) or (g) shall have occurred and be

continuing, the unpaid principal amount of all Equipment Notes then outstanding,

together with all accrued and unpaid interest thereon and all other amounts due

thereunder, shall immediately become due and payable, without any notice or

action by the Trustee or any Noteholder, to the fullest extent permitted by law.

At any time after acceleration and prior to the sale of any of the Indenture

Estate pursuant to this Article IV, a Majority in Interest, by written notice to

the Company and the Trustee, may rescind and annul such acceleration and thereby

annul its consequences if: (i) there has been paid to or deposited with the

Trustee an amount sufficient to pay all overdue installments of interest on the

Equipment Notes, and the principal of and premium, if any, on any Equipment

Notes that have become due otherwise than by such acceleration, (ii) the

rescission would not conflict with any judgment or decree, and (iii) all other

Indenture Defaults and Indenture Events of Default, other than nonpayment of

principal or interest on the Equipment Notes that have become due solely because

of such acceleration, have been cured or waived.

Section 4.03 Remedies with Respect to Indenture Estate. (a) If

an Indenture Event of Default shall have occurred and be continuing, and the

Equipment Notes shall have been accelerated (and such acceleration shall not

have been rescinded) pursuant to Section 4.02, then and in every such case the

Trustee shall be entitled to exercise any or all of the rights and powers and

pursue any and all of the remedies pursuant to this Article IV and may recover

judgment in its own name as Trustee against the Company and Indenture Estate and

may take possession of all or any part of the Indenture Estate, and may exclude

the Company and all persons claiming under the Company wholly or partly

therefrom.

(b) The Trustee may, if at the time such action may be lawful

and always subject to compliance with any mandatory legal requirements, either

with or without taking possession, and either before or after taking possession,

and without instituting any legal proceedings whatsoever, and having first given

written notice of such sale to the Company at least 30 days prior to the date of

such sale or the date on which the Trustee enters into a binding contract for a

private sale, and any other notice which may be required by law, sell and

dispose of the Indenture Estate, or any part thereof, or interest therein, at

public auction to the highest bidder or at private sale in one lot as an

entirety or in separate lots, and either for cash or on credit and on such terms

as the Trustee may determine, and at any place (whether or not it be the

location of the Indenture Estate or any part thereof) and time designated in the

notice above referred to. Any such public sale or sales may be adjourned from

time to time by announcement at the time and place appointed for such sale or

sales, or for any such adjourned sale or sales, without further notice, and the

Trustee or the Holder or Holders of any Equipment Notes, or any interest

therein, may bid and become the purchaser at any such public sale. The Trustee

may exercise such right without possession or production of the Equipment Notes

or proof of ownership thereof, and as representative of the Holders may exercise

such right without including the Holders as parties to any suit or proceeding

relating to foreclosure of any property in the Indenture Estate. The Company

hereby irrevocably constitutes the Trustee the true and lawful attorney-in-fact

of the Company (in the name of the Company or otherwise) for the purpose of

effecting any sale, assignment, transfer or delivery for enforcement of the Lien

of this

Indenture, whether pursuant to foreclosure or power of sale or otherwise, to

execute and deliver all such bills of sale, assignments and other instruments as

the Trustee may consider necessary or appropriate, with full power of

substitution, the Company hereby ratifying and confirming all that such attorney

or any substitute shall lawfully do by virtue hereof. Nevertheless, if so

requested by the Trustee or any purchaser, the Company shall ratify and confirm

any such sale, assignment, transfer or delivery, by executing and delivering to

the Trustee or such purchaser all bills of sale, assignments, releases and other

proper instruments to effect such ratification and confirmation as may be

designated in any such request.

may, that, in case one or more of the Indenture Events of Default shall have

occurred and be continuing, then, in every such case, the Trustee may take

possession of all or any part of the Indenture Estate and, subject to the rights

of the lessees under the Leases, may exclude the Company and all persons

claiming under any of them wholly or partly therefrom. At the request of the

Trustee, the Company shall promptly execute and deliver to the Trustee such

instruments of title and other documents as the Trustee may deem necessary or

advisable to enable the Trustee or an agent or representative designated by the

Trustee, at such time or times and place or places as the Trustee may specify,

to obtain possession, subject to the rights of the lessees under the Leases, of

all or any part of the Indenture Estate. If the Company shall fail for any

reason to execute and deliver such instruments and documents to the Trustee, the

Trustee may pursue all or part of the Indenture Estate wherever it may be found

and may enter any of the premises of the Company wherever the Indenture Estate

may be or be supposed to be and search for the Indenture Estate and take

possession of and remove the Indenture Estate, subject to the rights of the

lessees under the Leases. Upon every such taking of possession, the Trustee may,

from time to time, at the expense of the Indenture Estate, make all such

expenditures for maintenance, insurance, repairs, replacements, alterations,

additions and improvements to any of the Indenture Estate, as it may deem proper

or as it may otherwise be directed to do so by a Majority in Interest. In each

such case, and subject to the rights of the lessees under the Leases, the

Trustee shall have the right to use, operate, store, control or manage the

Indenture Estate, and to carry on the business and to exercise all rights and

powers of the Company relating to the Indenture Estate, including the right to

enter into any and all such agreements with respect to the maintenance,

operation, leasing or storage of the Indenture Estate or any part thereof; and

the Trustee shall be entitled to collect and receive all tolls, rents, revenues,

issues, income, products and profits of the Indenture Estate and every part

thereof, without prejudice, however, to the right of the Trustee under any

provision of this Indenture to collect and receive all cash held by, or required

to be deposited with, the Trustee hereunder. Such tolls, rents, revenues,

issues, income, products and profits shall be applied to pay the expenses of

holding and operating the Indenture Estate and of conducting the business

thereof, and of all maintenance, repairs, replacements, alterations, additions

and improvements, and to make all payments which the Trustee may be required or

may elect to make, if any, for taxes, assessments, insurance or other proper

charges upon the Indenture Estate or any part thereof (including the employment

of engineers and accountants to examine, inspect and make reports upon the

properties and books and records of the Company), and all other payments which

the Trustee may be required or authorized to make under any provision of this

Indenture, as well as just and reasonable compensation for the services of the

Trustee, and of all persons properly engaged and employed by the Trustee,

including the reasonable expenses of the Trustee. Any action by the Trustee

pursuant to this Section 4.03(c)

will in all respects be subject to compliance with any mandatory legal

requirements applicable to any such action and to the rights of the lessees

under the Leases, if any.

(d) If an Indenture Event of Default occurs and is continuing

and the Trustee shall have obtained possession of an Item of Equipment, the

Trustee shall not be obligated to cause any Person to use or operate such Item

of Equipment or cause such Item of Equipment to be used or operated directly or

indirectly by itself or through agents or other representatives or to lease,

license or otherwise permit or provide for the use or operation of such Item of

Equipment by any other Person unless (i) the Trustee, as directed by a Majority

in Interest, shall have been able to obtain insurance in kinds, at rates and in

amounts satisfactory to a Majority in Interest to protect the Indenture Estate

and the Trustee, as trustee and individually, against any and all liability for

loss or damage to such Item of Equipment and for public liability and property

damage resulting from use or operation of such Item of Equipment and (ii) funds

are available in the Indenture Estate to pay for all such insurance or, in lieu

of such insurance, the Trustee is furnished with indemnification from the

holders of the Equipment Notes or any other Person upon terms and in amounts

satisfactory to the Trustee in its discretion to protect the Indenture Estate

and the Trustee, as trustee and individually, against any and all such

liabilities.

(e) If an Indenture Event of Default shall occur and be

continuing, the Trustee may proceed to protect and enforce this Indenture and

the Equipment Notes by suits or proceedings in equity, at law or in bankruptcy,

and whether for specific performance of any covenant or agreement or in

execution or aid of any power herein granted, or for foreclosure hereunder, or

the appointment of a receiver or receivers for the Indenture Estate or any part

thereof, or for the recovery of a judgment for the indebtedness secured hereby,

or the enforcement of any other legal or equitable remedy available to a

mortgagee or a secured party under the Uniform Commercial Code of the relevant

jurisdiction or any other applicable law.

(f) If an Indenture Event of Default shall occur and be

continuing, the Trustee and the Company shall give the "account debtor" (as

defined in Article 9 of the Uniform Commercial Code of the relevant

jurisdiction) under each Lease a notice in substantially the form of Exhibit C

hereto. The Company hereby irrevocably constitutes the Trustee the true and

lawful attorney-in-fact of the Company (in the name of the Company or otherwise)

for the purpose of giving such notice.

Section 4.04 Waiver of Existing Defaults. A Majority in

Interest by notice to the Trustee on behalf of all Holders of the Equipment

Notes may waive any past default hereunder and its consequences, except that the

consent of each Holder of an Equipment Note affected thereby shall be required

to waive a default (i) in the payment of the principal of, premium, if any, or

interest on any Equipment Note or (ii) in respect of a covenant or provision

hereof which under Article VIII hereof cannot be modified or amended without the

consent of the Holder of each Equipment Note affected. Upon any such waiver,

such default shall cease to exist, and any Indenture Event of Default arising

therefrom shall be deemed to have been cured for every purpose of this

Indenture; but no such waiver shall extend to any subsequent or other default or

impair any right consequent thereon.

Section 4.05 Control by Majority. A Majority in Interest may

direct the time, method and place of conducting any proceeding for any remedy

available to the Trustee or

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 that

may involve the Trustee in personal liability, or that the Trustee determines in

good faith may be unduly prejudicial to the rights of Holders of the Equipment

Notes not joining in the giving of such direction, and may take any other action

it deems proper that is not inconsistent with any such direction received from

Holders of the Equipment Notes.

Section 4.06 Limitation on Suits. A Holder may not pursue any

remedy with respect to this Indenture or the Equipment Notes unless:

(i) the Holder gives the Trustee written notice of a

continuing Indenture Event of Default;

(ii) the Holders of at least 25% in aggregate principal amount

of outstanding Equipment Notes make a written request to the Trustee to

pursue the remedy;

(iii) such Holder or Holders offer the Trustee indemnity

satisfactory to the Trustee against any costs, liability or expense;

(iv) the Trustee does not comply with the request within 60

days after receipt of the request and the offer of indemnity; and

(v) during such 60-day period, a Majority in Interest does not

give the Trustee a direction that is inconsistent with the request.

A Holder may not use this Indenture to prejudice the rights of

another Holder or to obtain a preference or priority over such other Holder.

Section 4.07 Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder

of an Equipment Note to receive payment of principal of, premium, if any, or

interest on such Holder's Equipment Note on or after the respective due dates

expressed on 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 Holder.

Section 4.08 Delay or Omission Not Waiver. No delay or

omission of the Trustee or of any Holder to exercise any right or remedy

accruing upon any Indenture Event of Default shall impair any such right or

remedy or constitute a waiver of any such Indenture Event of Default or an

acquiescence therein. Every right and remedy given under this Indenture or by

law to the Trustee or to the Holders may be exercised from time to time, and as

often as may be deemed expedient, by the Trustee or by the Holders, as the case

may be.

Section 4.09 Remedies Cumulative. Each and every right, power

and remedy herein specifically given to the Trustee or otherwise in this

Indenture shall be cumulative and shall be in addition to every other right,

power and remedy herein specifically given or now or hereafter existing at law,

in equity or by statute, and each and every right, power and remedy whether

specifically herein given or otherwise existing may be exercised from time to

time and as often and in such order as may be deemed expedient by the Trustee,

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 time or thereafter any other right, power

or remedy. No delay or omission by the Trustee in the exercise of any right,

remedy or power or in the pursuance of any remedy shall impair any such right,

power or remedy or be construed to be a waiver of any default on the part of the

Company or to be an acquiescence therein.

Section 4.10 Discontinuance of Proceedings. In case the

Trustee shall have proceeded to enforce any right, power or remedy under this

Indenture by foreclosure, entry or otherwise, and such proceedings shall have

been discontinued or abandoned for any reason or shall have been determined

adversely to the Trustee, then and in every such case the Company and, the

Trustee shall be restored to their former positions and rights hereunder with

respect to the Indenture Estate, and all rights, remedies and powers of the

Trustee shall continue as if no such proceedings had been undertaken (but

otherwise without prejudice).

Section 4.11 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 a 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 attorney's 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, provided that the

provisions of this Section shall not apply to any suit instituted by any Holder

of an Equipment Note.

ARTICLE V

THE TRUSTEE

Section 5.01 Acceptance of Trusts and Duties. The Trustee

accepts the trusts hereby created and applicable to it and agrees to perform the

same but only upon the terms of this Indenture and agrees to receive and

disburse all money received by it constituting part of the Indenture Estate in

accordance with the terms hereof.

Section 5.02 Certain Duties and Responsibilities. (a) Except

during the continuance of an Indenture Event of Default:

(i) the Trustee undertakes to perform 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

(ii) 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 or

opinions furnished to the Trustee and conforming to the requirements of

this Indenture; but in the case of any such certificates or opinions

which by any provision hereof are specifically required to be furnished

to the Trustee, the Trustee shall be under a duty to examine the same

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).

(b) In case an Indenture Event of Default shall occur and be

continuing, the Trustee shall exercise such of the rights and powers vested in

it by this Indenture, and use the same degree of care and skill in their

exercise, as a prudent person would exercise or use under the circumstances in

the conduct of his own affairs.

relieve the Trustee from liability for its own grossly negligent action (or

negligent action in the handling of funds), its own grossly negligent failure to

act (or negligent failure to action in the handling of funds), or its own

willful misconduct, except that:

(i) this subsection shall not be construed to limit the effect

of subsection (a) of this Section;

(ii) the Trustee shall not be liable for any error of judgment

made in good faith by a Responsible Officer of the Trustee, unless it

shall be proved that the Trustee was negligent in ascertaining the

pertinent facts;

(iii) the Trustee shall not be liable with respect to any

action taken or omitted to be taken by it in good faith in accordance

with the direction of a Majority in Interest relating to the time,

method and place of conducting any proceeding for any remedy available

to the Trustee, or exercising any trust or power conferred upon the

Trustee, under this Indenture; and

(iv) no provision of this Indenture shall require the Trustee

to expend or risk its own funds 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 for believing that repayment of such

funds or adequate indemnity against such risk is not reasonably assured

to it.

(d) Whether or not herein expressly so provided, 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.

Section 5.03 Notice of Indenture Defaults. If the Trustee

shall have knowledge of any Indenture Default or Indenture Event of Default

hereunder, the Trustee shall promptly give notice thereof to the Company in

accordance with Section 11.10 and to all Holders, as their names and addresses

appear in the Equipment Note Register, unless such Indenture Default shall have

been cured or waived; provided, however, that, except in the case of a default

in the payment of the principal of (or premium, if any) or interest on any

Equipment Note, the Trustee shall be protected in withholding such notice if and

so long as the board of directors, the executive committee or a trust committee

of directors and/or Responsible Officers of the Trustee in good faith determine

that the withholding of such notice is in the interest of the Holders.

Section 5.04 Certain Rights of Trustee. Except as otherwise

provided in Section 5.02:

(a) the Trustee may conclusively rely and shall be protected

in acting or refraining from acting in reliance upon any resolution,

certificate, statement, instrument, opinion, report, notice, request,

direction, consent, order, bond, debenture or other paper

or document believed by it to be genuine and to have been signed or

presented by the proper party or parties;

(b) whenever in the administration of this Indenture the

Trustee shall deem it desirable that a matter be proved or established

prior to taking, suffering or omitting any action hereunder, the

Trustee (unless other evidence be herein specifically prescribed) may,

in the absence of bad faith on its part, conclusively rely upon an

Officer's Certificate of the Company;

advice of such counsel or any Opinion of Counsel shall be full and

complete authorization and protection in respect of any action taken,

suffered or omitted by it hereunder in good faith and in reliance

thereon;

(d) 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 pursuant to this Indenture, unless

such Holders shall have offered to the Trustee security or indemnity

satisfactory to it against the cost, expenses and liabilities which

might be incurred by it in compliance with such request or direction;

(e) the 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, direction,

consent, order, bond, debenture or other paper or document;

(f) the Trustee may execute any of the trusts or powers

hereunder or perform any duties hereunder either directly or by or

through agents or attorneys and the Trustee shall not be responsible

for any misconduct or negligence on the part of any agent or attorney

appointed with due care by it hereunder;

(g) the Trustee shall not be deemed to have notice of any

Indenture Default or Indenture Event of Default unless a Responsible

Officer of the Trustee has actual knowledge thereof or unless written

notice of any such event is received by the Trustee at the Corporate

Trust Office of the Trustee, and such notice references the Equipment

Notes and this Indenture; and

(h) the Trustee may request that the Company deliver an

Officer's Certificate setting forth the names of individuals and/or

titles of officers authorized at such time to take specified actions

pursuant to this Indenture, which Officer's Certificate may be signed

by any person authorized to sign an Officer's Certificate, including

any person specified as so authorized in any such certificate

previously delivered and not superseded.

Section 5.05 Not Responsible for Recitals or Issuance of

Equipment Notes. The recitals contained herein and in the Equipment Notes,

except the certificates of authentication, shall not be taken as the statements

of the Trustee, and the Trustee assumes no responsibility for their correctness.

The Trustee makes no representations as to the validity or sufficiency of this

Indenture or the Equipment Notes, except that the Trustee hereby represents and

warrants that this Indenture has been executed and delivered by one of its

officers who is duly authorized to execute and deliver such document on its

behalf.

Section 5.06 May Hold Equipment Notes. The Trustee may become

the owner or pledgee of Equipment Notes and may otherwise deal with the Company

with the same rights it would have if it were not Trustee.

Section 5.07 Indenture Supplements. In the event there is

delivered to the Trustee for execution an Indenture Supplement or a Memorandum

of Trust, as contemplated by Section 9.11, 9.13 or 9.14, the Trustee agrees,

subject to Section 8.02, for the benefit of the holders of the Equipment Notes

and the Company, to execute and deliver such Indenture Supplement or Memorandum

of Trust, as the case may be.

Section 5.08 Effect of Replacements. In the event of the

substitution of a Replacement Item of Equipment, all provisions of this

Indenture relating to the Item of Equipment or Items of Equipment being replaced

shall be applicable to such Replacement Item of Equipment with the same force

and effect as if such Replacement Item of Equipment was the same Item of

Equipment being replaced.

Section 5.09 Withholding Taxes. The Trustee, as agent for the

Company, shall exclude and withhold from each payment of principal, premium, if

any, and interest and other amounts due hereunder or under the Equipment Notes

any and all withholding taxes applicable thereto as required by law. The Trustee

agrees to act as such withholding agent and, in connection therewith, whenever

any present or future taxes or similar charges are required to be withheld by it

with respect to any amounts payable in respect of the Equipment Notes, to

withhold such amounts and timely pay the same to the appropriate authority in

the name of and on behalf of the holders of the Equipment Notes, that it will

file any necessary withholding tax returns or statements when due, and that, as

promptly as possible after the payment thereof, it will deliver to each holder

of an Equipment Note appropriate documentation showing the payment thereof,

together with such additional documentary evidence as such holders may

reasonably request from time to time.

Section 5.10 No Representations or Warranties as to the Items

of Equipment or Documents. THE TRUSTEE NEITHER MAKES NOR SHALL BE DEEMED TO HAVE

MADE (i) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE VALUE,

CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE ITEMS OF

EQUIPMENT OR AS TO THE TITLE THERETO, OR ANY OTHER REPRESENTATION OR WARRANTY

WITH RESPECT TO THE ITEMS OF EQUIPMENT WHATSOEVER, or (ii) any representation or

warranty as to the validity, legality or enforceability of this Indenture, the

Equipment Notes, or any Indenture Supplement or any other document or instrument

or as to the correctness of any statement contained in any thereof (except as to

the representations and warranties made by the Trustee herein).

Section 5.11 No Segregation of Moneys; No Interest;

Investments. (a) Subject to Section 5.12(b), no money received by the Trustee

hereunder need be segregated in any manner except to the extent required by law,

and any such money may be deposited under such general conditions for the

holding of trust funds as may be prescribed by law applicable to the Trustee,

and, except as otherwise agreed by the Trustee, the Trustee shall not be liable

for any interest thereon.

(b) Any amounts held by the Trustee pursuant to the express

terms of this Indenture and not required to be distributed as herein provided

shall be invested and reinvested by the Trustee from time to time in Specified

Investments at the written direction and at the risk and expense of the Company,

except that in the absence of any such direction or after an Indenture Event of

Default shall have occurred and be continuing, such amounts shall be so invested

by the Trustee in Specified Investments of the type specified in clause (f) of

the definition thereof, except as provided below, and the Trustee shall hold any

such Specified Investments until maturity. Any net income or gain realized as a

result of any such investments shall be held as part of the Indenture Estate and

shall be applied by the Trustee at the same times, on the same conditions and in

the same manner as the amounts in respect of which such income or gain was

realized are required to be distributed in accordance with the provisions hereof

pursuant to which such amounts were required to be held and if no Indenture

Event of Default shall have occurred and be continuing any excess shall be paid

to the Company upon its request. Any such Specified Investments may be sold or

otherwise reduced to cash (without regard to maturity date) by the Trustee

whenever necessary to make any application as required by such provision. The

Trustee shall have no liability for any loss resulting from any such investment

other than by reason of the willful misconduct or negligence of the Trustee.

Section 5.12 No Compensation from Holders or Indenture Estate.

The Trustee agrees that it shall have no right against the Holders of the

Equipment Notes or, except as provided in Sections 3.03 and 4.03, the Indenture

Estate, for any fee as compensation for its services hereunder.

Section 5.13 Limitation on Duty of Trustee in Respect of

Indenture Estate. (a) Except as otherwise provided in this Indenture, the

Trustee shall have no duty as to any Indenture Estate in its possession or

control or in the possession or control of any agent or bailee or any income

thereon or as to preservation of rights against prior parties or any other

rights pertaining thereto and the Trustee shall not be responsible for filing

any financing or continuation statements or recording any documents or

instruments in any public office at any time or times or otherwise perfecting or

maintaining the perfection of any security interest in the Indenture Estate.

(b) The Trustee shall not be responsible for (i) the

existence, genuineness or value of any of the Indenture Estate or for the

validity, perfection, priority or enforceability of the Liens in any of the

Indenture Estate, whether impaired by operation of law or by reason of any

action or omission to act on its part hereunder, except to the extent such

action or omission constitutes negligence, bad faith or willful misconduct on

the part of the Trustee, (ii) for the validity or sufficiency of the Indenture

Estate or any agreement or assignment contained therein, (iii) for the validity

of the title of the Company to the Indenture Estate, (iv) for insuring the

Indenture Estate or (v) for the payment of taxes, charges, assessments or Liens

upon the Indenture Estate or otherwise as to the maintenance of the Indenture

Estate.

Section 5.14 No Liability of Trustee. Anything in this

Indenture to the contrary notwithstanding, in no event shall the Trustee be

liable under or in connection with this Indenture for indirect, special,

incidental, punitive or consequential losses or damages of any kind whatsoever,

including but not limited to lost profits, whether or not foreseeable, even if

the

Trustee has been advised of the possibility thereof and regardless of the form

of action in which such damages are sought.

ARTICLE VI

INDEMNIFICATION AND COMPENSATION OF TRUSTEE

Section 6.01 Scope of Indemnification. The Company hereby

agrees, whether or not any of the transactions contemplated hereby shall be

consummated, to assume liability for, and does hereby indemnify, protect, save

and keep harmless the Trustee, in each of its capacities hereunder, including in

its individual capacity, and its successors, assigns, agents and servants, from

and against any and all liabilities (including strict tort liability),

obligations, losses, damages, penalties, taxes (excluding any taxes, fees or

other charges on, based on, or measured by, any fees or compensation received by

the Trustee for services rendered in connection with the transactions

contemplated hereby), claims, actions, suits, costs, expenses or disbursements

(including reasonable legal fees and expenses) of any kind and nature whatsoever

which may be imposed on, incurred by or asserted against the Indenture Estate or

the Trustee (whether or not also indemnified against by any other person under

any other document) in any way relating to or arising out of this Indenture, any

Indenture Supplement or the Equipment Notes, or the enforcement of any of the

terms of any thereof, or in any way relating to or arising out of the

manufacture, purchase, acceptance, nonacceptance, rejection, ownership,

delivery, lease, sublease, registration, re-registration, possession, use,

operation, condition, sale, return or other disposition of the Items of

Equipment or any part thereof (including, without limitation, latent and other

defects, whether or not discoverable, and any claim for patent, trademark or

administration of the Indenture Estate or the action or inaction of the Company

hereunder, or the Trustee hereunder except only in the case of willful

misconduct, bad faith or gross negligence (or negligence in the handling of

funds) of the Trustee in the performance of its duties hereunder or the breach

of any of its representations and warranties set forth herein.

Section 6.02 Compensation. The Company agrees

(a) to pay to the Trustee from time to time such compensation

as the Company and the Trustee shall from time to time agree in writing for all

services rendered by it hereunder (which compensation shall not be limited by

any provision of law in regard to the compensation of a trustee of an express

trust); and

(b) except as otherwise expressly provided herein, to

reimburse the Trustee upon its request for all reasonable expenses,

disbursements and advances incurred or made by the Trustee in accordance with

any provision of this Indenture (including the reasonable compensation and the

expenses and disbursements of its agents and counsel), except any such expense,

disbursement or advance as may be attributable to its negligence, wilfull

misconduct or bad faith.

The Trustee shall have a lien prior to the Equipment Notes as

to all property and funds held by it hereunder for any amount owing it or any

predecessor Trustee pursuant to

Sections 6.01 and 6.02, except with respect to funds held in trust for the

benefit of the Holders of particular Equipment Notes.

When the Trustee incurs expenses or renders services in

connection with an Indenture Event of Default specified in Section 4.01(f) or

Section 4.01(g), the expenses (including the reasonable charges and expenses of

its counsel) and the compensation for the services are intended to constitute

expenses of administration under any applicable federal or state bankruptcy,

insolvency or other similar law.

The provisions of this Section 6.02 shall survive the

termination of this Indenture.

ARTICLE VII

SUCCESSOR TRUSTEES

Section 7.01 Resignation of Trustee; Appointment of Successor.

(a) The resignation or removal of the Trustee and the appointment of a successor

Trustee shall become effective only upon the successor Trustee's acceptance of

appointment as provided in this Section 7.01. The Trustee or any successor

thereto may resign at any time without cause by giving at least 30 days' prior

written notice to the Company and the Holders of the Equipment Notes. A Majority

in Interest may at any time remove the Trustee without cause upon 60 days prior

written notice by an instrument in writing delivered to the Company and the

Trustee. In addition, the Company may remove the Trustee if: (i) the Trustee

fails to comply with Section 7.01(c), (ii) the Trustee is adjudged a bankrupt or

an insolvent, (iii) a receiver or public officer takes charge of the Trustee or

its property or (iv) the Trustee becomes incapable of acting as provided herein.

In the case of the resignation or removal of the Trustee, the

Company shall promptly appoint a successor Trustee, provided that a Majority in

Interest may appoint, within one year after such resignation or removal, a

successor Trustee which may be other than the successor Trustee appointed as

provided above, and such successor Trustee appointed as provided above shall be

superseded by the successor Trustee so appointed by a Majority in Interest. If a

successor Trustee shall not have been appointed and accepted its appointment

hereunder within 60 days after the Trustee gives notice of resignation as

provided above, the retiring Trustee, the Company or a Majority in Interest may

petition any court of competent jurisdiction for the appointment of a successor

Trustee. Any successor Trustee so appointed by such court shall immediately and

without further act be superseded by any successor Trustee appointed as provided

in the proviso to the fifth sentence of this paragraph (a) within one year from

the date of the appointment by such court.

(b) Any successor Trustee, however appointed, shall execute

and deliver to the Company and to the predecessor Trustee an instrument

accepting such appointment, and thereupon such successor Trustee, without

further act, shall become vested with all the estates, properties, rights,

powers, duties and trusts of the predecessor Trustee hereunder in the trusts

hereunder applicable to it with like effect as if originally named the Trustee

herein; but nevertheless, upon the written request of such successor Trustee,

such predecessor Trustee shall

execute and deliver an instrument transferring to such Trustee, upon the trusts

herein expressed applicable to it, all the estates, properties, rights, powers

and trusts of such predecessor Trustee, and such Trustee shall duly assign,

transfer, deliver and pay over to such successor Trustee all money or other

property then held by such predecessor Trustee hereunder.

under the laws of the United States of America or any state thereof, having a

combined capital and surplus of at least $50,000,000 (or the obligations and

liabilities of which are irrevocably and unconditionally guaranteed by an

affiliated company having a combined capital and surplus of at least

$50,000,000), if there be such an institution willing, able and legally

qualified to perform the duties of the Trustee hereunder upon reasonable or

customary terms.

(d) Any corporation into which the 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 Trustee shall be a

party, or any corporation to which substantially all the corporate trust

business of the Trustee may be transferred, shall, subject to the terms of

paragraph (c) of this Section, be the Trustee under this Indenture without

further act.

Section 7.02 Appointment of Co-Trustee. It is the purpose of

this Indenture that there shall be no violation of any law of any jurisdiction

denying or restricting the right of banking corporations or associations to

transact business as trustee in such jurisdiction. It is recognized that in case

of litigation under this Indenture, and in particular in case of the enforcement

thereof on default, or in the case the Trustee deems that by reason of any

present or future law of any jurisdiction it may not exercise any of the powers,

rights or remedies herein granted to the Trustee or hold title to the

properties, in trust, as herein granted or take any action which may be

desirable or necessary in connection therewith, it may be necessary that the

Trustee appoint an individual or institution as a separate or co-trustee,

provided that unless an Indenture Event of Default shall have occurred and be

continuing, any such appointment of a co-trustee shall be subject to the consent

of the Company, which consent shall not be unreasonably withheld. The following

provisions of this Section are adopted to these ends.

In the event that the Trustee appoints an additional

individual or institution as a separate or co-trustee, each and every remedy,

power, right, claim, demand, cause of action, immunity, estate, title, interest

and lien expressed or intended by this Indenture to be exercised by or vested in

or conveyed to the Trustee with respect thereto shall be exercisable by and vest

in such separate or co-trustee but only to the extent necessary to enable such

separate or co-trustee to exercise such powers, rights and remedies, and only to

the extent that the Trustee by the laws of any jurisdiction is incapable of

exercising such powers, rights and remedies and every covenant and obligation

necessary to the exercise thereof by such separate or co-trustee shall run to

and be enforceable by either of them.

Should any instrument in writing from the Company be required

by the separate or co-trustee so appointed by the Trustee for more fully and

certainly vesting in and confirming to him or it such properties, rights,

powers, trusts, duties and obligations, any and all such instruments in writing

shall, on request, be executed, acknowledged and delivered by the Company;

provided, that if an Indenture Event of Default shall have occurred and be

continuing, if the Company does not execute any such instrument within fifteen

(15) days after request

therfor, the Trustees shall be empowered as an attorney-in-fact for the Company

to execute any such instrument in the Company's name and stead. In case any

separate or co-trustee or a successor to either shall die, become incapable of

acting, resign or be removed, all the estates, properties, rights, powers,

trusts, duties and obligations of such separate or co-trustee, so far as

permitted by law, shall vest in and be exercised by the Trustee until the

appointment of a new trustee or successor to such separate or co-trustee.

Every separate trustee and co-trustee shall, to the extent

permitted by law, be appointed and act subject to the following provisions and

conditions:

(i) all rights and powers, conferred or imposed upon the

Trustee shall be conferred or imposed upon and may be exercised or

performed by such separate trustee or co-trustee; and

(ii) no trustee hereunder shall be personally liable by reason

of any act or omission of any other trustee hereunder.

Any notice, request or other writing given to the Trustee

shall be deemed to have been given to each of the then separate trustees and

co-trustees, as effectively as if given to each of them. Every instrument

appointing any separate trustee or co-trustee shall refer to this Indenture of

this Section.

Any separate trustee or co-trustee may at any time appoint the

Trustee as its agent or attorney-in-fact with full power and authority, to the

extent not prohibited by law, to do any lawful act under or in respect of this

Indenture on its behalf and in its name. If any separate trustee or co-trustee

shall die, become incapable of acting, resign or be removed, all of its estates,

properties, rights, remedies and trusts shall vest in and be exercised by the

Trustee, to the extent permitted by law, without the appointment of a new or

successors trustee.

Section 7.03 No Liability for Clean-up of Hazardous Materials.

In the event that the Trustee is required to acquire title to an asset for any

reason, or take any managerial action of any kind in regard thereto, in order to

carry out any fiduciary or trust obligation for the benefit of another, which in

the Trustee's sole discretion may cause the Trustee to be considered an "owner

or operator" under the provisions of the Comprehensive Environmental Response,

Compensation and Liability Act (CERCLA), 42 U.S.C. ss.9601, et seq., or

otherwise cause the Trustee to incur liability under CERCLA or any other

federal, state or local law, the Trustee reserves the right to, instead of

taking such action, either resign as Trustee or arrange for the transfer of the

title or control of the asset to a court appointed receiver.

ARTICLE VIII

SUPPLEMENTS AND AMENDMENTS

TO THIS INDENTURE AND OTHER DOCUMENTS

Section 8.01 Supplemental Indentures. (a) Supplemental

Indentures Without Consent of Holders. The Company, the Guarantor and the

Trustee, at any time and from time to

time, without notice to or the consent of any Holders of any Equipment Notes,

may enter into one or more indentures supplemental hereto for any of the

following purposes:

(i) to correct or amplify the description of any property at

any time subject to the lien of this Indenture or better to assure,

convey and confirm unto the Trustee any property subject or required to

be subject to the lien of this Indenture or to subject to the lien of

this Indenture any Item of Equipment or Lease in accordance with the

provisions of Section 9.11, 9.13 or 9.14; provided, however, that

Indenture Supplements entered into for the purpose of subjecting to the

lien of this Indenture any Item of Equipment or Lease need only be

executed by the Company; or

(ii) to evidence (in accordance with Article VII) the

succession of a successor Trustee hereunder; or

(iii) to add to the covenants of the Company or the Guarantor,

for the benefit of the holders of the Equipment Notes, or to surrender

any right or power herein conferred upon the Company; or

(iv) to cure any ambiguity, to correct or supplement any

provision herein which may be defective or inconsistent with any other

provision herein, or to make any other provisions with respect to

matters or questions arising hereunder so long as any such action does

not adversely affect the interests of the Holders of the Equipment

Notes.

(b) Supplemental Indentures with Consent of Majority in

Interest. With the written consent of a Majority in Interest, the Company and

the Guarantor may, and the Trustee, subject to Section 8.02 hereof, shall, at

any time and from time to time, enter into an indenture or indentures

supplemental hereto for the purpose of adding any provisions to or changing in

any manner or eliminating any of the provisions of this Indenture or of

modifying in any manner the rights and obligations of Holders of the Equipment

Notes under this Indenture; provided, however, without the consent of each

Holder of an Equipment Note affected thereby, no such Supplemental Indenture

shall:

(i) change the final maturity of the principal of any

Equipment Note, or change the dates or amounts of payment of any

installment of the principal of or premium, if any, or interest on any

Equipment Note, or reduce the principal amount thereof or the premium,

if any, or interest thereon, or change to a location outside the United

States the place of payment where, or the coin or currency in which,

any Equipment Note or the premium, if any, or interest thereon is

payable, or impair the right to institute suit for the enforcement of

any such payment of principal or premium, if any, or interest on or

after the date such principal or premium, if any, or interest becomes

due and payable;

(ii) create any lien with respect to the Indenture Estate

ranking prior to, or on a parity with, the security interest created by

this Indenture except such as are permitted by this Indenture, or

deprive any Holder of an Equipment Note of the benefit of the lien on

the Indenture Estate created by this Indenture;

(iii) reduce the percentage in principal amount of the

Equipment Notes, the consent of whose Holders is required for any such

supplemental indenture, or the consent of whose Holders is required for

any waiver of compliance with certain provisions of this Indenture, or

of certain defaults hereunder and their consequences provided for in

this Indenture;

(iv) modify any provisions of this Section 8.01(b), except to

provide that certain other provisions of this Indenture cannot be

modified or waived without the consent of the Holder of each Equipment

Note affected thereby; or

(v) release the Guarantor from any of its obligations under

the Guarantee or this Indenture.

Section 8.02 Trustee Protected. The Trustee shall be entitled

to receive, and shall be fully protected in relying upon, an Opinion of Counsel

stating that the execution of any amendment, supplement or waiver authorized

pursuant to this Article VIII or Article V is authorized or permitted by this

Indenture. If in the opinion of the Trustee any document required to be executed

pursuant to the terms of Section 8.01 adversely affects any right, duty,

immunity or indemnity in favor of the Trustee under this Indenture, the Trustee

may in its discretion decline to execute such document.

Section 8.03 Request of Substance, Not Form. It shall not be

necessary for the consent of the holders of Equipment Notes under Section

8.01(b) to approve the particular form of any proposed supplemental indenture,

but it shall be sufficient if such consent shall approve the substance thereof.

Section 8.04 Documents Mailed to Holders. Promptly after the

execution by the Trustee of any document entered into pursuant to Section

8.01(b), the Trustee shall mail, by first-class mail, postage prepaid, a

conformed copy thereof to each Holder of an Equipment Note at its address in the

Equipment Note Register, but the failure of the Trustee to mail such conformed

copies shall not impair or affect the validity of such document.

Section 8.05 Notation on or Exchange of Equipment Notes. If an

amendment, supplement or waiver changes the terms of an Equipment Note, the

Trustee may require the Holder to deliver such Equipment Note to the Trustee.

The Trustee may place an appropriate notation on the Equipment Note indicating

the changed terms and return it to the Holder, and the Trustee may place an

appropriate notation on any Equipment Note thereafter authenticated.

Alternatively, if the Company or the Trustee so determines, the Company in

exchange for such changed Equipment Note shall issue and the Trustee shall

authenticate a new Equipment Note that reflects the changed terms.

ARTICLE IX

COVENANTS OF THE COMPANY

Section 9.01 Payment of Equipment Notes. The Company will pay

or cause to be paid the principal of, premium, if any, and interest on the

Equipment Notes on the dates and in the manner provided in the Equipment Notes.

Section 9.02 Maintenance of Corporate Existence. The Company

shall at all times maintain its corporate existence, except as otherwise

specifically permitted in Section 9.03, and shall do or cause to be done all

things necessary to preserve and keep in full force and effect its rights

(charter and statutory) and franchises; provided, however, that the Company

shall not be required to preserve any right or franchise if the Company

determines that the preservation thereof is no longer desirable in the conduct

of the business of the Company.

Section 9.03 Consolidation, Merger or Sale of Assets of the

Company. (a) The Company covenants that it will not merge into or consolidate

with any other corporation or sell, convey or otherwise dispose of all or

substantially all of its assets to any Person unless (i) either (A) the Company

(or the Guarantor) shall be the continuing corporation or (B) the successor

corporation (if other than the Company or the Guarantor) shall be a corporation

organized and existing under the laws of the United States of America or a State

thereof or the District of Columbia, and such corporation shall expressly assume

the due and punctual performance and observance of all of the covenants and

conditions of this Indenture and each other Operative Document to which the

Company is a party to be performed by the Company on the terms set forth herein

or therein by supplemental agreements given by such successor corporation to the

Trustee; (ii) such successor corporation shall make such filings and recordings

as shall be necessary, desirable or otherwise required to evidence such

reorganization, consolidation, merger, sale, conveyance or other disposition;

(iii) immediately after giving effect to such transaction, no Indenture Default

or Indenture Event of Default shall have occurred and be continuing solely as a

result of such consolidation, merger, sale, conveyance or other disposition and

the Company shall have delivered to the Trustee an Officer's Certificate to such

effect; (iv) in the event that the Company is not the surviving corporation, the

Company shall have delivered to the Trustee an Officer's Certificate and an

Opinion of Counsel, each stating that (x) such consolidation, merger, sale,

conveyance or other disposition and the assumption agreement described in clause

(i)(B) above comply with such clause (and in the case of such certificate,

clause (iii) of this Section 9.03(a)), (y) the assumption agreement described in

clause (i)(B) above is a legal, valid and binding obligation of such successor

corporation, and enforceable in accordance with its terms except as such

enforceability may be limited by bankruptcy, reorganization, insolvency,

moratorium and other similar laws and equitable principles affecting the

enforcement of creditors' rights generally, and (z) all conditions precedent

herein provided for relating to such transactions have been complied with.

(b) In case of any such merger, consolidation, sale,

conveyance or other disposition and upon any such assumption by the successor

corporation, such successor corporation shall succeed to and be substituted for

the Company hereunder, with the same effect as if it had been named herein as

the party of the first part.

Section 9.04 Annual Statements as to Compliance by the

Company. The Company covenants and agrees to deliver to the Trustee on or before

a date not more than 120 days after the end of each fiscal year of the Company

ending after the date hereof, an Officer's Certificate stating as to the officer

signing such certificate, whether or not to the best of such officer's knowledge

the Company is in compliance with all of the terms, provisions and conditions

hereof, and, if the Company shall be in default, specifying all such defaults

and the nature hereof, of which such officer may have knowledge.

Section 9.05 Notices of Indenture Defaults . Promptly after

becoming aware of the existence of the occurrence of an Indenture Default or an

Indenture Event of Default, the Company shall give notice thereof to the

Trustee.

Section 9.06 Liens. The Company shall not, directly or

indirectly, create, incur, assume, permit, or suffer to exist any Lien on or

with respect to any Item of Equipment, title thereto or any interest therein or

with respect to any Lease, any interest therein except (a) the rights of the

Trustee as provided in this Indenture, (b) Liens for Taxes either not yet due

and payable or being contested in good faith by appropriate proceedings, (c)

materialmen's, mechanics', workmen's, repairmen's, employees' or other like

Liens arising in the ordinary course of business for amounts of payment of which

is either not yet delinquent or is being contested in good faith by appropriate

proceedings, (d) Liens (other than Liens for Taxes) arising out of judgments or

awards against the Company with respect to which an appeal or proceeding for

review is being prosecuted in good faith and for the payment of which adequate

reserves have been provided or other appropriate provisions have been made and

with respect to which there shall have been secured a stay of execution pending

such appeal or proceeding for review, (e) the interests of lessees (or permitted

sublessees) under the Leases, and (f) salvage or similar rights of insurers

under insurance policies maintained pursuant to Section 9.09 hereof. The Company

will promptly, at its own expense, take such action as may be necessary by

bonding or otherwise duly to discharge any such Lien not excepted above if the

same shall arise at any time.

Section 9.07 Maintenance; Compliance with Laws; Possession;

Identification Marks. (a) Maintenance. The Company, at its own expense, shall

maintain, service and keep each Item of Equipment (i) according to prudent

industry practice in good working order and in good physical condition for

railcars of a similar age and usage, normal wear and tear excepted, (ii) in

accordance in all material respects with applicable manufacturer's warranties,

and (iii) in the same manner as employed by the Company for similar items of

equipment owned or leased by it.

(b) Compliance with Laws, Etc. The Company agrees to (i)

maintain and service each Item of Equipment in compliance with all Applicable

Laws and (ii) make alterations and modifications to each Item of Equipment as

are required by all Applicable Laws.

any user incorporated in the United States of America (or any state thereof or

the District of Columbia), Mexico or Canada for use upon railroad lines located

in the United States of America, Mexico or Canada. No such lease or other

relinquishment of possession of any Item of Equipment shall in any way discharge

or diminish any of the Company's obligations to the Trustee hereunder or

under any other Operative Document for which obligations the Company shall be

and remain primarily liable as a principal and not as a surety.

(d) Identification Marks. With respect to each Item of

Equipment subject to the Lien of this Indenture on the Closing Date, the Company

has caused and, on or prior to the date on which an Indenture Supplement is

executed and delivered in respect of a Replacement Item of Equipment pursuant to

Section 9.11 or 9.14, the Company shall cause each Item of Equipment to be

numbered with its road number and reporting xxxx set forth in the Indenture

Supplement describing such Item of Equipment and from and after each such date

the Company shall keep and maintain, plainly, distinctly, permanently and

conspicuously marked by a plate or stencil printed in contrasting colors upon

each side of each Item of Equipment, in letters not less than one inch in

height, a legend substantially as follows: "OWNERSHIP SUBJECT TO A SECURITY

AGREEMENT FILED WITH THE SURFACE TRANSPORTATION BOARD", with appropriate changes

thereof and additions thereto as from time to time may be required by law in

order to protect the rights of the Trustee under this Indenture. The Company

shall not change the identification number of any Item of Equipment unless and

until (i) a statement of new number or numbers to be substituted therefor shall

have been filed with the Trustee and duly filed, recorded or deposited, as the

case may be, by the Company in all public offices where this Indenture shall

have been filed, recorded or deposited and (ii) the Company shall have furnished

the Trustee with an opinion of counsel to the effect that such statement has

been so filed, recorded or deposited, and that no other filing, recordation,

deposit or giving of notice with or to any federal, District of Columbia, state,

provincial or local government or agency thereof is necessary to protect the

rights of the Trustee in such Item of Equipment.

Section 9.08 Replacement of Parts. The Company, at its own

cost and expense, shall replace or cause to be replaced all Parts which may from

time to time be incorporated or installed in or attached to any Item of

Equipment and which may from time to time become worn out, lost, stolen or

destroyed.

Section 9.09 Insurance. The Company will at all times, as part

of an insurance program including appropriate risk retention and self-insurance,

and at its own expense, cause to be carried and maintained casualty insurance

and public liability insurance with financially sound and reputable insurers of

recognized responsibility in respect of the Items of Equipment in such amounts,

against such risks and on such terms and conditions as is customarily obtained

by the Company in respect of similar equipment owned by it. The Company will

forthwith give notice to the Trustee of the cancellation of any such insurance,

and, promptly upon obtaining such insurance but in no event later than 30 days

after such cancellation, the Company will give to the Trustee a certificate

reflecting the replacement of insurance required to be maintained pursuant to

this Section 9.09. The Company shall deliver to the Trustee prior to the Closing

Date original or duplicate policies or certificates of insurance in form

satisfactory to the Trustee evidencing all insurance then required to be

maintained by the Company hereunder, and thereafter, within 30 days after the

issuance of any additional policies or amendments or supplements to any of such

policies, the Company will deliver, or cause to be delivered, the same (or

certificates of the insurers under such policies evidencing the same) to the

Trustee, and the Company shall, not later than 30 days prior to the expiration

of any policy, deliver certificates of the insurers evidencing the replacement

thereof.

Section 9.10 Age of Equipment. No Item of Equipment shall be

more than 25 years old.

Section 9.11 Replacement of Items of Equipment upon Event of

Loss. (a) Upon the occurrence of an Event of Loss with respect to an Item of

Equipment, the Company shall notify the Trustee of such occurrence within 60

days after the Company obtains actual knowledge of such occurrence. Within 60

days after the Company so notifies the Trustee of the occurrence of such Event

of Loss, the Company shall give the Trustee notice of its election to perform

one of the following options (it being agreed that if the Company shall not have

given such notice of election within such 60-day period, the Company shall be

deemed to have elected to perform the option set forth in the following clause

(ii)). The Company may elect either to:

(i) not more than 60 days after notice of its election to the

Trustee pursuant to the immediately preceding sentence (such 60th day

being the "Loss Replacement Date"), replace the Item of Equipment

subject to the Event of Loss with railcars having the same or greater

Fair Value; or

(ii) on the first Payment Date occurring at least 30 days

after notice of its election to the Trustee pursuant to the immediately

preceding sentence on which the aggregate principal amount of Equipment

Notes to be redeemed pursuant to Section 2.12(b) (together with

equipment notes to be redeemed pursuant to Section 2.12(b) of each of

the Other Indentures) shall be equal to or greater than $2,000,000

(such Payment Date being the "Loss Redemption Date"), redeem the

Equipment Notes in accordance with Section 2.12(b).

(b) If the Company elects to substitute a Replacement Item of

Equipment pursuant to clause (i) above, the Company shall, at its sole expense,

not later than the Loss Replacement Date:

(i) deliver to the Trustee, (A) for execution pursuant to

Section 5.07, an Indenture Supplement covering the Replacement Item of

Equipment and the related Lease, if any, duly executed by the Company

and the Guarantor, and a Memorandum of Trust covering the Replacement

Item of Equipment, duly executed by the Company and the Guarantor, and

(B) a Memorandum of Lease covering the Lease, if any, relating to such

Replacement Item of Equipment and cause such executed Memorandum of

Trust and Memorandum of Lease, if any, to be duly filed and recorded

with the STB pursuant to 49 U.S.C. ss.11301 and deposited in the office

of the Registrar General of Canada pursuant to Section 105 of the

Canada Transportation Act;

(ii) cause a financing statement or statements with respect to

the Replacement Item of Equipment and the related Lease, if any, to be

filed in such place or places as are necessary in order to evidence and

perfect the interests of the Trustee therein;

(iii) furnish the Trustee with evidence of compliance with the

insurance provisions of Section 9.09 with respect to the Replacement

Item of Equipment substantially similar to that originally furnished to

the Trustee with respect to the replaced Item of Equipment pursuant to

this Indenture;

(iv) furnish the Trustee with an Officer's Certificate

certifying that, upon consummation of such replacement, no Indenture

Default or Indenture Event of Default which arises solely as a result

of such replacement will exist hereunder;

(v) furnish the Trustee with an Officer's Certificate stating

(A) that the Replacement Item of Equipment is free of all Liens (other

than Liens permitted under Section 9.06) and has a Fair Value at least

equal to the Fair Value of the Item of Equipment so replaced

immediately prior to the occurrence of such Event of Loss (which

Certificate shall include the basis for determination of such Fair

Value), (B) whether such Replacement Item of Equipment is then subject

to a lease and, if so, the name of the lessee and such other

information as the Trustee may reasonably request, (C) that each

Replacement Item of Equipment has been marked in accordance with

Section 9.07(d), and (D) that, in the opinion of the signer, all

conditions precedent provided for in this Indenture relating to such

replacement have been complied with; and

(vi) take such other actions and furnish such other

certificates and documents as may be necessary or as the Trustee may

reasonably require in order to assure that the Replacement Item of

Equipment and the related Lease, if any, are duly and properly

subjected to the Lien of this Indenture, to the same extent as the Item

of Equipment replaced thereby and the related Lease, if any.

Section 9.12 Scope of Business Activities Abroad. The Company

shall not engage in any business activities within the territory of Mexico which

might result in the Company being subject to the Mexican Bankruptcy Law ("Ley de

Concursos Mercantiles") without first creating and perfecting a first priority

security interest in all Items of Equipment held or owned by the Company within

the territory of Mexico and delivering to the Trustee an opinion of Mexican

counsel satisfactory to the Trustee as to the perfection and priority of such

security interest and evidence of such filings and recordations as may be

necessary in the opinion of such counsel to establish and perfect such security

interest.

Section 9.13 Filings and Opinions. (a) On or prior to the

Closing Date the Company will cause the Memorandum of Trust and the Memorandum

of Lease, each dated the Closing Date, covering the Items of Equipment and

related Leases described in the Indenture Supplement dated the Closing Date to

be duly filed and recorded with the STB pursuant to 49 U.S.C. Section 11301 and

deposited in the office of the Registrar General of Canada pursuant to Section

105 of the Canada Transportation Act. The Company will furnish to the Trustee

evidence of such filing and recordation.

(b) Each Indenture Supplement and Memorandum of Lease executed

pursuant to Section 9.11(b) or 9.14 shall also cover all Leases not covered by

any Memorandum of Lease previously filed as described in Section 9.13(a) or (b).

Within 90 days of the end of each fiscal year of the Company,

the Company shall deliver to the Trustee an Indenture Supplement for execution

pursuant to Section 5.07, and a Memorandum of Lease (covering all Leases, if

any, executed by the Company not covered by a Memorandum of Lease that has been

filed as described in this sentence or under Section 9.13(a)) duly executed by

the Company and cause such Memorandum of Lease to be duly filed and

recorded with the STB pursuant to 49 U.S.C. Section 11301 and deposited in the

office of the Registrar General of Canada pursuant to Section 105 of the Canada

Transport Act; provided that if any Memorandum of Lease has been so filed

pursuant to Section 9.11 or 9.14 during the three-month period immediately

following the end of such fiscal year, no filing of any additional Memorandum of

Lease or delivery of such an Indenture Supplement will be required pursuant to

this paragraph with respect to such fiscal year. The Company shall also cause a

financing statement or statements with respect to the Leases covered by such

Indenture Supplement to be filed in such place or places as are necessary in

order to evidence and perfect the interests of the Trustee therein and shall

deliver to the Trustee evidence of such filings.

the terms of this Indenture, at its own expense, each Memorandum of Trust and

Memorandum of Lease and financing statements (and continuation statements when

applicable) with respect to the Indenture Estate now existing or hereafter

created meeting the requirements of applicable law in such manner and in such

jurisdictions as are necessary to perfect and maintain the perfection of the

Lien created hereunder in the Indenture Estate, and to promptly deliver a filed

stamped copy of each such financing statement or other evidence of filing or

recordation to the Trustee.

(d) The Company shall deliver to the Trustee (i) within 90

days after the end of each fiscal year of the Company, an Opinion of Counsel, in

form and substance reasonably satisfactory to the Trustee, as to the due filing

of financing statements with the appropriate filing offices and the due filing

with the STB pursuant to 49 U.S.C. Section 11301 and the deposit in the office

of the Registrar General of Canada pursuant to Section 105 of the Canada

Transportation Act of each Memorandum of Trust and each Memorandum of Lease

covering Replacement Items of Equipment subject to the Lien of this Indenture

and Leases executed by the Company, in each case, since the later of the Closing

Date and the date of the last such Opinion of Counsel delivered to the Trustee

and (ii) at any time that the number of Replacement Items of Equipment not

covered by such an Opinion of Counsel totals at least 25, an Opinion of Counsel

in form and substance reasonably satisfactory to the Trustee, as to the due

filing of financing statements with the appropriate filing offices and the due

filing with the STB pursuant to 49 U.S.C. Section 11301 and deposit in the

office of the Registrar General of Canada pursuant to Section 105 of the Canada

Transportation Act of each Memorandum of Trust and each Memorandum of Lease

covering such Replacement Items of Equipment and Leases.

(e) If at any time Mexico, one or more states in Mexico, or

any of the Canadian provinces establishes a state or provincial or other system

for filing and perfecting the security interests of entities such as the

Trustee, at the time that the Company takes such action with respect to other

equipment similar to the Equipment and also upon the request of the Trustee

(given at the request of a Majority in Interest), the Company shall cause any

and all of the Operative Agreements to be recorded with or under such system and

shall cause all other filings and recordings and all such other action required

under such system to be effected and taken, in order to perfect and protect the

right, title and interests of the Trustee.

Section 9.14 Substitution and Replacement of Equipment. (a)

The Company, at its option, may, at any time and from time to time, request the

Trustee to release an Item of Equipment from the Lien of this Indenture, and

upon receipt of a Company Order requesting such release, the Trustee shall

execute and deliver an appropriate instrument furnished by the

Company to the Trustee releasing such Item of Equipment from the Lien of this

Indenture; provided that no Item of Equipment shall be so released unless, in

accordance with this Section, simultaneously there shall be subject to the Lien

of this Indenture railcars having the same or greater Fair Value as the Item of

Equipment to be so released by the Trustee.

(b) At or prior to the time of delivery of any Company Order

for release of any Item of Equipment pursuant to this Section, the Company shall

take all the actions specified in Section 9.11(b)(i) through (vi) (provided

that, except in the case of a substitution resulting from the exercise by a

lessee of its purchase option with respect to an Item of Equipment under a

Lease, the Officer's Certificate provided pursuant to Section 9.11(b)(iv) shall

certify that upon consummation of such replacement, no Indenture Event of

Default will exist hereunder) with respect to each Replacement Item of Equipment

and the related Lease, if any, and deliver to the Trustee an Officer's

Certificate stating the Fair Value, as of the date specified in such

Certificate, of each Item of Equipment so to be released by the Trustee (which

Certificate shall include the basis for such determination).

ARTICLE X

GUARANTEE

Section 10.01 Guarantee. (a) The Guarantor hereby

unconditionally guarantees to each Noteholder and to the Trustee and its

successors and assigns, irrespective of the validity and enforceability of this

Indenture, the Equipment Notes or the obligations of the Company hereunder or

thereunder, that:

(i) the principal of, premium, if any, and interest on the

Equipment Notes will be promptly paid in full when due, and interest on

the overdue principal of, premium, if any, and interest on the

Equipment Notes, if any, if lawful, and all other obligations of the

Company to the Holders or the Trustee hereunder or thereunder will be

promptly paid in full or performed, all in accordance with the terms

hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of

any Equipment Notes or any of such other obligations, that same will be

promptly paid in full when due or performed in accordance with the

terms of the extension or renewal.

Failing payment when due of any amount so guaranteed or any

performance so guaranteed for whatever reason, the Guarantor will pay or perform

the same immediately. The Guarantor agrees that this is a guarantee of payment

and not a guarantee of collection.

(b) The Guarantor hereby agrees that its obligations hereunder

are absolute and unconditional, irrespective of the validity, regularity or

enforceability of the Equipment Notes or this Indenture, the absence of any

action to enforce the same, any waiver or consent by any Noteholder with respect

to any provisions hereof or thereof, the recovery of any judgment against the

Company, any action to enforce the same or any other circumstance which might

otherwise constitute a legal or equitable discharge or defense of a guarantor.

The obligations of the Guarantor hereunder shall remain in full force and effect

until satisfaction of all obligations guaranteed by it hereunder and, without

limiting the generality of the foregoing, to the extent not

prohibited by applicable law, shall not be released, discharged or otherwise

affected by the existence of any claims, set-off, defense, counterclaim or other

rights that the Guarantor may have at any time and from time to time against any

Person, whether in connection herewith or with any unrelated transaction. The

Guarantor hereby waives diligence, presentment, demand of payment, filing of

claims with a court in the event of insolvency or bankruptcy of the Company, any

right to require a proceeding first against the Company, protest, notice and all

demands whatsoever and covenant that this Guarantee will not be discharged

except by complete performance of the obligations contained in the Equipment

Notes and this Indenture.

or otherwise to return to the Company, the Guarantor or any custodian, trustee,

liquidator or other similar official acting in relation to either the Company or

the Guarantor, any amount paid by either to the Trustee or such Noteholder, this

Guarantee, to the extent theretofore discharged, will be reinstated in full

force and effect.

(d) The Guarantor agrees that it will not be entitled to any

right of subrogation in relation to the Noteholders in respect of any

obligations guaranteed hereby until payment in full of all obligations

guaranteed hereby. The Guarantor further agrees that, as between the Guarantor,

on the one hand, and the Noteholders and the Trustee, on the other hand, (i) the

maturity of the obligations guaranteed hereby may be accelerated as provided in

Article IV hereof for the purposes of this Guarantee, notwithstanding any stay,

injunction or other prohibition preventing such acceleration in respect of the

obligations guaranteed hereby, and (ii) in the event of any declaration of

acceleration of such obligations as provided in Article IV hereof, such

obligations (whether or not due and payable) will forthwith become due and

payable by the Guarantor for the purpose of this Guarantee.

(e) The delivery of any Equipment Note by the Trustee, after

the authentication thereof hereunder, will constitute due delivery of the

Guarantee set forth in this Indenture on behalf of the Guarantor.

Section 10.02 Consolidation, Merger or Sale of Assets of

Guarantor. (a) The Guarantor covenants that it will not merge into or

consolidate with any other corporation or sell, convey or otherwise dispose of

all or substantially all of its assets to any Person unless (i) either (A) the

Guarantor shall be the continuing corporation or (B) the successor corporation

(if other than the Guarantor) shall be a corporation organized and existing

under the laws of the United States of America or a State thereof or the

District of Columbia, and such corporation shall expressly assume the due and

punctual performance and observance of all of the covenants and conditions of

this Indenture, the Equipment Notes, and the Guarantee to be performed by the

Guarantor on the terms set forth herein or therein by supplemental agreements

given by such successor corporation to the Guarantor; (ii) such successor

corporation shall make such filings and recordings as shall be necessary,

desirable or otherwise required to evidence such reorganization, consolidation,

merger, sale, conveyance or other disposition; (iii) immediately after giving

effect to such transaction, no Indenture Default or Indenture Event of Default

shall have occurred and be continuing solely as a result of such consolidation,

merger, sale, conveyance or other disposition and the Guarantor shall have

delivered to the Trustee an Officer's Certificate to such effect; (iv) in the

event that the Guarantor is not the surviving corporation, the Guarantor shall

have delivered to the Trustee an Officer's Certificate and an

opinion of counsel to such successor corporation, each stating that (x) such

consolidation, merger, sale, conveyance or other disposition and the assumption

agreement described in clause (i)(B) above comply with such clause (and in the

case of such certificate, clause (iii) of this Section 10.02(a)), (y) the

assumption agreement described in clause (i)(B) above is a legal, valid and

binding obligation of such successor corporation, and enforceable in accordance

with its terms except as such enforceability may be limited by bankruptcy,

reorganization, insolvency, moratorium and other similar laws and equitable

principles affecting the enforcement of creditors' rights generally, and (z) all

conditions precedent herein provided for relating to such transactions have been

complied with.

(b) In case of any such merger, consolidation, sale,

conveyance or other disposition and upon any such assumption by the successor

corporation, such successor corporation shall succeed to and be substituted for

the Guarantor hereunder, with the same effect as if it had been named herein as

the party of the first part.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Release of Property. With respect to each Item

of Equipment, this Indenture and the trusts created hereby shall terminate

without further action and this Indenture shall be of no further force or effect

upon the earliest to occur of (i) the release of such Item of Equipment from the

Lien of this Indenture by the Trustee pursuant to Section 2.12(a), 9.11 or 9.14,

(ii) the payment in full of the principal amount of, interest and any premium

on, all Equipment Notes outstanding hereunder and all other sums payable to the

Trustee and the Holders of the Equipment Notes hereunder and under such

Equipment Notes, and (iii) the date on which all conditions to the defeasance or

covenant defeasance of the Equipment Notes under Section 11.02(d) are satisfied.

The Trustee shall, upon the written request of the Company, execute and deliver

to, and at the expense of, the Person specified by the Company, an appropriate

instrument (in due form for recording) furnished by such Person to the Trustee,

releasing the appropriate Items of Equipment from the Lien of this Indenture.

Section 11.02 Defeasance and Covenant Defeasance. (a) The

Company may, at its option evidenced by a resolution of its board of directors

(or a duly constituted committee thereof) set forth in an Officer's Certificate,

at any time, elect to have either Section 11.02(b) or 11.02(c) be applied to all

outstanding Equipment Notes upon compliance with the conditions set forth below

in Section 11.02(d).

(b) Upon the Company's exercise under Section 11.02(a) of the

option applicable to this Section 11.02(b), each of the Company and the

Guarantor shall be deemed to have been discharged from its obligations with

respect to all outstanding Equipment Notes (including the Guarantee) on the date

the conditions set forth in Section 11.02(d) are satisfied (hereinafter,

"defeasance"). For this purpose, such defeasance means that the Company and the

Guarantor shall be deemed to have paid and discharged the entire indebtedness

represented by the outstanding Equipment Notes (including the Guarantee), which

shall thereafter be deemed to be "outstanding" only for the purposes of Section

11.02(e) and the other Sections of this

Indenture referred to in (i) and (ii) below, and to have satisfied all its other

obligations under such Equipment Notes, the Guarantee and this Indenture (and

the Trustee, on demand and at the expense of the Company, shall execute proper

instruments acknowledging the same), except for the following which shall

survive until otherwise terminated or discharged hereunder: (i) the rights of

Holders of outstanding Equipment Notes to receive, solely from the trust fund

described in Section 11.02(d), payments in respect of the principal of and

premium and interest on, such Equipment Notes when such payments are due, (ii)

the Company's obligations with respect to such Equipment Notes under Sections

2.03, 2.04, 2.05 and 2.06, (iii) the rights, powers, trusts, duties and

immunities of the Trustee hereunder and (iv) this Section 11.02.

option applicable to this Section 11.02(c), the Company shall be released from

its obligations under any covenant contained in Sections 9.04 through 9.14 and

the Guarantor shall be released from its obligation under Section 10.02 with

respect to the outstanding Equipment Notes on and after the date the conditions

set forth in Section 11.02(d) are satisfied (hereinafter, "covenant

defeasance"), and the Equipment Notes shall thereafter be deemed not to be

"outstanding" for the purposes of any direction, waiver, consent or declaration

or act of Holders (and the consequences of any thereof) in connection with such

covenants, but shall continue to be deemed "outstanding" for all other purposes

hereunder. For this purpose, covenant defeasance means that, with respect to the

outstanding Equipment Notes and the Guarantee, the Company and the Guarantor may

omit to comply with and shall have no liability in respect of any term,

condition or limitation set forth in any such covenant, whether directly or

indirectly , by reason of any reference elsewhere herein to any such covenant or

by reason of any reference in any such covenant to any other provision herein or

in any other document and such omission to comply shall not constitute an

Indenture Default or an Indenture Event of Default under Section 4.01, but,

except as specified above, the remainder of this Indenture and such Equipment

Notes shall be unaffected thereby.

(d) The following shall be the conditions to application of

either Section 11.02(b) or Section 11.02(c):

(i) The Company shall have irrevocably deposited with the

Trustee as funds in trust, specifically pledged as security for, and

dedicated solely to, the benefit of the Noteholders, (A) money in an

amount, (B) U.S. Government Obligations that, through the payment of

interest and principal in respect thereof in accordance with their

terms, will provide (not later than one Business Day before the due

date of any payment) money in an amount, or (C) a combination thereof,

sufficient, in the opinion of a nationally recognized firm of

independent certified public accountants expressed in a written

certification thereof delivered to the Trustee, to pay the outstanding

principal amount of and interest on all the Equipment Notes on the

dates such amounts are due.

(ii) In the case of an election under Section 11.01(b), the

Company shall have delivered to the Trustee an Opinion of Counsel to

the effect that there has been a change in tax law since the date

hereof or there has been published by the Internal Revenue Service a

ruling to the effect that, and based thereon such Opinion of Counsel

shall confirm that, the Noteholders and the holders of the Pass Through

Certificates will not recognize income, gain or loss for United States

Federal income tax purposes as a result

of the exercise by the Company of its option under Section 11.02(b) and

will be subject to United States Federal income tax on the same amounts

and in the same manner and at the same times as would have been the

case if such option had not been exercised.

(iii) In the case of an election under Section 11.02(c), the

Company shall have delivered to the Trustee an Opinion of Counsel to

the effect that the Noteholders and the holders of the Pass Through

Certificates will not recognize income, gain or loss for United States

Federal income tax purposes as a result of the exercise by the Company

of its option under Section 11.02(c) and will be subject to United

States federal income tax on the same amounts and in the same manner

and at the same times as would have been the case if such option had

not been exercised.

(iv) The Company shall have delivered to the Trustee an

Opinion of Counsel to the effect that such defeasance trust does not

constitute an "investment company" within the meaning of the Investment

Company Act of 1940, as amended, and after the passage of 90 days

following such deposit, such defeasance trust will not be subject to

Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York

Debtor and Creditor Law.

(v) All other amounts then due and payable hereunder have been

paid.

(vi) Such deposit will not result in a breach or violation of,

or constitute a default or event of default under any other agreement

or instrument to which the Company is a party or by which it is bound.

(vii) No Indenture Event of Default or Indenture Default shall

have occurred and be continuing on the date of such deposit or at any

time during the period ending on the 91st day after the date of such

deposit.

(viii) The Company shall have delivered to the Trustee a

letter from each of Xxxxx'x Investor Service, Inc. and Standard &

Poor's Rating Services, a division of the XxXxxx-Xxxx Companies, Inc.

to the effect that immediately after giving effect to such defeasance

or covenant defeasance, as the case may be, its respective rating of

the Pass Through Certificates will not be withdrawn, suspended, subject

to Creditwatch, or lowered from its rating in effect immediately before

such defeasance or covenant defeasance.

(ix) The Company shall have delivered to the Trustee an

Officer's Certificate and an Opinion of Counsel, each stating that all

conditions precedent provided for relating to the defeasance or

covenant defeasance (as the case may be) of this Indenture have been

complied with.

(e) All monies and U.S. Government Obligations deposited with

the Trustee pursuant to Section 11.02(d) shall be held in trust and applied by

it, in accordance with the provisions of the Equipment Notes and this Indenture,

to the payment to the Noteholders of all sums due and to become due thereon for

principal and interest, but such money need not be segregated from other funds

except to the extent required by law.

(f) The Trustee shall promptly pay or return to the Company

upon request of the Company any money or U.S. Government Obligations held by it

at any time that are not required for the payment of the amounts described above

in Section 11.02(e) on the Equipment Notes for which money or U.S. Government

Obligations have been deposited pursuant to Section 11.02(d).

(g) If the Trustee is unable to apply any money in accordance

with Section 11.02(e) by reason of any order or judgment of any court or

governmental authority enjoining, restraining or otherwise prohibiting such

application, then the obligations of the Company and the Guarantor under this

Indenture and the Equipment Notes shall be revived and reinstated as though no

deposit had occurred pursuant to Section 11.02(b) or 11.02(c), as the case may

be, until such time as the Trustee is permitted to apply all such money in

accordance with Section 11.02(e); provided, however, that if the Company makes

any payment of principal of or premium or interest on, any Equipment Note

following the reinstatement of its obligations, the Company shall be subrogated

to the rights of the Noteholders to receive such payment from the money held by

the Trustee.

Section 11.03 No Legal Title to Indenture Estate in Holders.

No Holder of an Equipment Note shall have legal title to any part of the

Indenture Estate. The rights of all Holders of Equipment Notes derive solely

from this Indenture (including all supplements to this Indenture) and the

Indenture Estate and the Holders of the Equipment Notes derive no interest in

the Items of Equipment other than their beneficial interest in the Indenture

Estate. No transfer, by operation of law or otherwise, of any Equipment Note or

other right, title and interest of any Holder of an Equipment Note in and to the

Indenture Estate or hereunder shall operate to terminate this Indenture or the

trusts hereunder or entitle any successor or transferee of such Holder to an

accounting or to the transfer to it of legal title to any part of the Indenture

Estate.

Section 11.04 Sale of Items of Equipment by Trustee Is

Binding. Any sale or other conveyance of any Items of Equipment by the Trustee

made pursuant to the terms of this Indenture shall bind the Holders of the

Equipment Notes and the Company and shall be effective to transfer or convey all

right, title and interest of the Trustee, the Company and such Holders of the

Equipment Notes in and to the Equipment. No purchaser or other grantee shall be

required to inquire as to the authorization, necessity, expediency or regularity

of such sale or conveyance or as to the application of any sale or other

proceeds with respect thereto by the Trustee.

Section 11.05 Indenture and Equipment Notes for Benefit of the

Company, Guarantor, Trustee and Holders Only. Nothing in this Indenture, whether

express or implied, shall be construed to give to any Person other than the

Company, the Guarantor, the Trustee and the Holders of the Equipment Notes any

legal or equitable right, remedy or claim under or in respect of this Indenture

or any Equipment Note.

Section 11.06 Further Assurances. The Company and the

Guarantor will duly execute and deliver to the Trustee such further documents

and assurances and take such further action as may be necessary or as the

Trustee may from time to time reasonably request or as may be required by

applicable law or regulation in order to effectively carry out the intent and

purpose of this Indenture and to establish and protect the rights and remedies

created or intended to be created in favor of the Trustee hereunder.

Section 11.07 Compliance Certificates and Opinions. Upon any

application or request by the Company to the Trustee to take any action under

any provision of this Indenture, the Company shall furnish to the Trustee an

Officer's Certificate stating that, in the opinion of the signer, all conditions

precedent, if any, provided for in this 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, if any, have been

complied with, except that in the case of any such application or request as to

which the furnishing of such documents is specifically required by any provision

of this Indenture relating to such particular application or request, no

additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a

condition or covenant provided for in this Indenture shall include:

(i) a statement that the individual signing such certificate

or opinion has read such covenant or condition and the definitions

herein relating thereto;

(ii) 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;

(iii) 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 such covenant

or condition has been complied with; and

(iv) a statement as to whether, in the opinion of such

individual, such condition or covenant has been complied with.

Section 11.08 Form of Documents Delivered to Trustee. In any

case where several matters are required to be certified by, or covered by an

opinion of, any specified Person, it is not necessary that all such matters be

certified by, or covered by the opinion of, only one such Person, or that they

be so certified or covered by only one document, but one such Person may certify

or give an opinion with respect to some matters and one or more other such

Persons as to other matters and any such Person may certify or give an opinion

as to such matters in one or several documents.

Any Opinion of Counsel stated to be based on the opinion of

other counsel shall be accompanied by a copy of such other opinion.

Where any Person is required to make, give or execute two or

more applications, requests, consents, certificates, statements, opinions or

other instruments under this Indenture, they may, but need not, be consolidated

and form one instrument.

Section 11.09 Acts of Holders. (a) Any direction, consent,

waiver or other action provided by this Indenture to be given or taken by

Holders may be embodied in and evidenced by one or more instruments of

substantially similar tenor signed by such Holders in person or by an agent 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 Trustee and, where it is hereby expressly required, to the Company.

(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 or a member of a partnership,

on behalf of such corporation, association 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 Trustee deems sufficient.

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.

Section 11.10 Notices. Unless otherwise expressly specified or

permitted by the terms hereof, all notices required or permitted under the terms

and provisions hereof shall be in writing, and shall become effective when

deposited in the United States mail, with proper postage for first class

registered or certified mail prepaid, when delivered personally, or, if promptly

confirmed by mail as provided above, when dispatched by telecopy or other

written telecommunication, addressed (i) if to the Trustee, at its office at 000

Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust

Administration, Telecopy/Telefax: (000)000-0000, (ii) if to any Holder of

Equipment Notes, at such address set forth in the Equipment Note Register, (iii)

if to the Company or the Guarantor, at 0000 Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxx

00000, Attention: General Counsel, Telecopy/Telefax: (000) 000-0000, and (iv) if

to any of the foregoing Persons, at such other address as such Person shall from

time to time designate by written notice to the other parties hereto in

accordance with this Section 11.09; provided that notices to the Trustee shall

not become effective until actually received by the Trustee.

Notwithstanding any other provision hereof, if any payment of

principal of, premium, if any, and interest on the Equipment Notes is not

received by the Trustee when due, the Trustee shall on the next succeeding

Business Day use its reasonable best efforts to give immediate written notice by

telecopy or its equivalent or by telephone (confirmed in writing) to each holder

of an Equipment Note and the Company.

Section 11.11 Severability. Any provision of this Indenture

which is prohibited or unenforceable in any jurisdiction shall, as to such

jurisdiction, be ineffective to the extent of such prohibition or enforceability

without invalidating the remaining provisions hereof, and any such prohibition

or unenforceability in any jurisdiction shall not invalidate or render

unenforceable such provision in any other jurisdiction.

Section 11.12 Separate Counterparts. This Indenture may be

executed in any number of counterparts (and each of the parties hereto shall not

be required to execute the same counterpart). Each counterpart of this Indenture

including a signature page executed by each of the parties hereto shall be an

original counterpart of this Indenture, but all of such counterparts together

shall constitute one instrument.

Section 11.13 Successors and Assigns. All covenants and

agreements contained herein shall be binding upon, and inure to the benefit of,

the Company and its successors and permitted assigns, the Guarantor and its

successors and permitted assigns, and the Trustee and its successors and

permitted assigns, and each holder of any Equipment Note, all as herein

provided. Any request, notice, direction, consent, waiver or other instrument or

action by any holder of an Equipment Note shall bind the successors and assigns

of such holder.

Section 11.14 Headings. The headings of the various Articles

and Sections herein are for convenience of reference only and shall not define

or limit any of the terms or provisions hereof.

Section 11.15 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 ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Section 11.16 No Partnership. All parties to this Indenture

specifically disavow any intent to form a partnership or joint venture for U.S.

federal income tax purposes or otherwise, and agree not to make any filings or

take any positions inconsistent with such intent.

IN WITNESS WHEREOF, the parties hereto have caused this

Indenture to be duly executed by their respective officers or attorneys-in-fact,

as the case may be, thereunto duly authorized, as of the day and year first

above written.

THE BANK OF NEW YORK,

Trustee

-----------------------------

Name:

Title:

TRINITY INDUSTRIES LEASING COMPANY,

Company

-----------------------------

Name:

Title:

TRINITY INDUSTRIES, INC.,

Guarantor

-----------------------------

Name:

Title:

STATE OF )

) ss:

COUNTY OF )

On this __ day of February, 2002 before me personally appeared

________________, to me personally known, who being by me duly sworn, says that

he is the ________________ of The Bank of New York, that the foregoing

instrument was signed on February __, 2002 on behalf of said banking corporation

by authority of its Board of Directors, and he acknowledged that the execution

of the foregoing instrument was the free act and deed of said banking

corporation.

Sworn to before me this

___ day of February, 2002

(NOTARIAL SEAL)

--------------------------

Notary Public

My Commission Expires:

STATE OF )

) ss:

COUNTY OF )

On this, the __ day of February, 2002, before me, a notary

public, personally appeared __________, to me personally known, who being by me

duly sworn, says that he is the __________ of Trinity Industries Leasing

Company, that the foregoing instrument was executed on February __, 2002 on

behalf of said corporation by authority of its Board of Directors, and he

acknowledged that the execution of the foregoing instrument was the free act and

deed of said corporation.

Sworn to before me this

___ day of February, 2002,

(NOTARIAL SEAL)

--------------------------

Notary Public

My Commission Expires:

STATE OF )

) ss:

COUNTY OF )

On this, the __ day of February, 2002, before me, a notary

public, personally appeared __________, to me personally known, who being by me

duly sworn, says that he is the __________ of Trinity Industries, Inc. that the

foregoing instrument was executed on February __, 2002 on behalf of said

corporation by authority of its Board of Directors, and he acknowledged that the

execution of the foregoing instrument was the free act and deed of said

corporation.

Sworn to before me this

___ day of February, 2002,

(NOTARIAL SEAL)

--------------------------

Notary Public

My Commission Expires:

APPENDIX A

DEFINED TERMS

The definitions stated herein apply equally to both the

singular and plural forms of the terms defined.

"Affiliate" of any specified Person shall mean any other

Person which directly or indirectly controls, or is controlled by, or is under a

common control with, such Person. For the purpose of this definition, the term

"control" when used with respect to any specified Person shall mean the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise, and the terms

"controlling" and "controlled" shall have meanings correlative to the foregoing.

"Agent" shall mean any Registrar, Paying Agent, or

authenticating agent.

"Agreement", "this Agreement", "hereof", "hereby", or any

other like term means, unless the context requires otherwise, the agreement in

which such term is used, including all annexes, exhibits, schedules, and

supplements thereto, as such agreement may be amended, modified or supplemented

from time to time.

"Applicable Laws" shall mean all rules, regulations and orders

issued by the STB, the Department of Transportation and any other government or

instrumentality, subdivision or agency thereof having jurisdiction and relating

to the registration, operation, maintenance and service of the Items of

Equipment.

"Bankruptcy Code" shall mean the United States Bankruptcy

Reform Act of 1978, as amended from time to time, 11 U.S.C. Section 101 et seq.

"Xxxx of Sale" shall mean, with respect to any Item of

Equipment, a full warranty xxxx of sale executed by the manufacturer thereof in

favor of the Company for such Item of Equipment.

"Business Day" shall mean any day other than a Saturday,

Sunday or a day on which commercial banking institutions are authorized or

required by law, regulation or executive order to be closed in New York, New

York, Dallas, Texas or the city in which the Trustee maintains its Corporate

Trust Office.

"Closing Date" shall mean February 15, 2002.

"Code" shall mean the Internal Revenue Code of 1986, as in

effect on the date hereof or as amended from time to time.

App - 1

"Company" shall mean Trinity Industries Leasing Company, a

Delaware corporation, and its successors and permitted assigns.

"Company Order" shall mean a written request or order signed

in the name of the Company by an Officer thereof.

"Corporate Trust Office" shall mean, with respect to the

Trustee, the Corporate Trust Administration department of such trustee in the

city at which at any particular time its corporate trust business shall be

principally administered.

"Equipment" or "Equipment Group" shall mean collectively, the

Items of Equipment subject to the Lien of the Indenture, as described in one or

more Indenture Supplements to the Indenture.

"Equipment Cost" shall mean, for any Item of Equipment, the

gross amount paid by the Company to the manufacturer thereof, including all

applicable sales taxes, and delivery charges as invoiced by such manufacturer to

the Company.

"Equipment Note Register" shall have the meaning provided in

Section 2.04.

"Equipment Notes" shall have the meaning specified in the

first "Whereas" clause hereof.

"Event of Loss" shall mean with respect to any property any of

the following events with respect to such property: (i) damage or contamination

that, in the reasonable judgment of the Company (as evidenced by an Officer's

Certificate), makes repair uneconomic or renders such property unfit for

commercial use; (ii) theft or disappearance for a period in excess of six months

or destruction that constitutes a total loss; (iii) any damage to such property

which results in an insurance settlement with respect to such property on the

basis of a total loss; (iv) the condemnation or requisition of title to such

property by the Government or any other governmental authority; (v) the

permanent return of such property to the manufacturer thereof pursuant to any

patent indemnity provisions; (vi) as a result of any amendment, addition or

other change in Applicable Law or regulations, such property is rendered

permanently unfit for commercial use; or (vii) the confiscation, seizure or

requisition of use of such property by the Government or any other governmental

authority for a period in excess of 365 days.

"Fair Value" shall mean, with respect to any Item of Equipment

or Replacement Item of Equipment, the Equipment Cost of such Item of Equipment,

less 1/25th of such Equipment Cost for each full period of one year elapsed

between the date such Equipment was first put into service and the date of the

Company's election to effect a replacement of such Equipment.

"Government" shall mean the government of any country or state

or any political subdivision thereof and any instrumentality, subdivision or

agency thereof.

"Guarantee" shall mean the guarantee by the Guarantor pursuant

to Article X.

App - 2

"Guarantor" shall mean Trinity Industries, Inc., a Delaware

corporation, and its successors and permitted assigns.

"Holder" or "Noteholder" shall mean the registered holder of

any Equipment Note.

"Indenture" or "Trust Indenture" shall mean that certain [B]

Trust Indenture and Security Agreement dated as of February 15, 2002 among the

Company, the Guarantor and The Bank of New York, as Trustee, and all annexes,

supplements and exhibits thereto, all as amended, supplemented or otherwise

modified from time to time, including supplementation by each Indenture

Supplement executed and delivered pursuant thereto.

"Indenture Default" shall mean any event that after the giving

of notice or lapse of time or both would become an Indenture Event of Default.

"Indenture Estate" shall have the meaning specified in the

Granting Clause of the Indenture.

"Indenture Event of Default" shall have the meaning specified

in Section 4.01 of the Indenture.

"Indenture Supplement" shall mean each Indenture Supplement,

substantially in the form of Exhibit A to the Indenture, to be entered into by

the Company and the Trustee, covering the Items of Equipment and Leases

referenced therein, any amendment to such Indenture Supplement and any

subsequent Indenture Supplement executed and delivered in connection with a

Replacement Item of Equipment or Lease.

"Interest Payment Date" shall mean each semiannual interest

payment date on February 15 and August 15 of each year, commencing August 15,

2002.

"Item of Equipment" shall mean (i) each railcar listed by the

Company's road numbers and reporting marks in an Indenture Supplement executed

and delivered under the Indenture; and (ii) any and all Parts incorporated or

installed in or attached to such and any and all Parts removed from such

railcar. The term "Items of Equipment" also shall mean, as of any date of

determination, all Items of Equipment then subject to the Lien of the Indenture.

"Lease" shall mean, with respect to each Item of Equipment,

the lease agreement between the Company and the lessee thereunder providing for

the lease of such Item of Equipment, but shall specifically exclude the

provisions of such lease agreement not relating to such Item of Equipment

(including, without limitation, any rents payable on any items of equipment not

subject to the lien of the Indenture).

"Lien" shall mean any mortgage, pledge, charge, security

interest, lien, encumbrance, lease, assignment, exercise of rights or claim.

"Loss Redemption Date" shall have the meaning provided in

Section 9.11(a).

"Loss Replacement Date" shall have the meaning provided in

Section 9.11(a).

App - 3

"Majority in Interest" as of a particular date of

determination shall mean with respect to any action or decision of the holders

of the Equipment Notes, the holders of more than 50% in aggregate principal

unpaid amount of the Equipment Notes, if any, then outstanding which are

affected by such decision or action.

"Memorandum of Lease" shall mean each Memorandum of Lease,

substantially in the form of Exhibit E to the Indenture, covering the Leases

referenced therein, and any amendment or other modification thereto, including

any modification or substitution therefor required by any Applicable Law.

"Memorandum of Trust" shall mean each Memorandum of [B] Trust

Indenture and Security Agreement and [B] Trust Indenture Supplement,

substantially in the form of Exhibit D to the Indenture covering the Items of

Equipment referenced therein, and any amendment or other modification thereto,

including any modification or substitution therefor required by any Applicable

Law.

"Offering Memorandum" shall mean the Offering Memorandum

relating to the offering of the Pass Through Certificates.

"Officer" shall mean, with respect to the Company or the

Guarantor, the Chairman of the Board, the Vice Chairman of the Board, the

President, the Chief Executive Officer, the Chief Financial Officer, a Vice

President, the Treasurer or the Secretary of the Company or the Guarantor, as

the case may be.

"Officer's Certificate" shall mean a certificate signed (i) in

the case of a corporation by the Chairman of the Board, the Vice Chairman of the

Board, the President, any Vice President, the Treasurer or the Secretary of such

corporation, and (ii) in the case of a commercial bank or trust company, 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 his

knowledge of and familiarity with the particular subject.

"Operative Documents" shall mean each of the Indenture, each

Indenture Supplement and each Xxxx of Sale.

"Opinion of Counsel" shall mean an opinion in writing signed

by legal counsel, who may be (a) an attorney employed by the Company or the

Guarantor, or (b) such other counsel designated by the Company, whether or not

such counsel is an employee of the Company, and who shall be acceptable to the

Trustee.

"Other Indentures" shall mean the [A] Trust Indenture and

Security Agreement and the [C] Trust Indenture and Security Agreement, each

dated the date of the Indenture and among the Company, the Guarantor and the

Trustee.

App - 4

"Part" or "Parts" shall mean all appliances, parts,

instruments, appurtenances, accessories, furnishings and other equipment of

whatever nature that at any time of determination are incorporated or installed

in or attached to an Item of Equipment.

"Pass Through Certificates" shall mean the Trinity Industries

Leasing Company 2002-1 Pass Through Trust Pass Through Certificates, Series

2002-1.

"Paying Agent" shall have the meaning provided in Section

2.04.

"Payment Date" shall mean each February 15 and August 15 of

each year commencing August 15, 2002.

"Permitted Liens" shall mean any Lien of the type described in

clauses (a) through (f) of Section 9.06 of the Indenture.

"Person" shall mean any individual, partnership, corporation,

joint venture, limited liability company, limited liability partnership, trust,

business trust, association, joint stock company, trust, unincorporated

organization, or a government or any agency, instrumentality or political

subdivision thereof.

"Registrar" shall have the meaning provided in Section 2.04.

"Replacement Item of Equipment" shall mean a railcar which

shall have been subjected to the Lien of the Indenture pursuant to Section 9.11

or 9.14 of the Indenture, together with all Parts relating thereto.

"Responsible Officer", when used with respect to the Trustee,

shall mean any officer of the Trustee with direct responsibility for the

administration of this Indenture, and also means, with respect to a particular

corporate trust matter, any other officer to whom such matter is referred

because of his or her knowledge of and familiarity with the particular subject.

"Securities Act" shall mean the Securities Act of 1933, as

amended.

"Specified Investments" shall mean (a) direct obligations of

the United States of America and agencies thereof for which the full faith and

credit of the United States is pledged, (b) obligations fully guaranteed by the

United States of America, (c) certificates of deposit issued by, or bankers'

acceptances of, or time deposits with, any bank, trust company or national

banking association incorporated or doing business under the laws of the United

States of America or one of the States thereof having combined capital and

surplus and retained earnings of at least five hundred million dollars

($500,000,000) (including the Trustee if such conditions are met), (d)

commercial paper of companies (which may include the Company), banks, trust

companies or national banking associations incorporated or doing business under

the laws of the United States of America or one of the States thereof and in

each case having a rating assigned to such commercial paper by Standard & Poor's

Ratings Services, a division of the XxXxxx-Xxxx Companies Inc. or Xxxxx'x

Investors Service, Inc. or, if neither such organization shall rate such

commercial paper at any time, by any nationally recognized rating organization

in the United States of America) equal to the highest rating assigned by such

organization, (e) purchase agreements with any financial institution having a

combined capital and surplus of at least seven

App - 5

hundred and fifty million dollars ($750,000,000) fully collateralized by

obligations of the type described in clauses (a) through (d) above and (f) money

market funds having a rating in the highest investment category granted thereby

by a recognized credit rating agency at the time of acquisition, including any

fund for which the Trustee or an Affiliate of the Trustee serves as an

investment advisor, administrator, shareholder servicing agent, custodian or

subcustodian, notwithstanding that (i) the Trustee or an Affiliate of the

Trustee charges and collects fees and expenses from such funds for services

rendered (provided that such charges, fees and expenses are on terms consistent

with terms negotiated at arm's length) and (ii) the Trustee charges and collects

fees and expenses for services rendered pursuant to the Indenture; provided that

if all of the above investments are unavailable, the entire amount to be

invested may be used to purchase Federal Funds from an entity described in (c)

above; and provided further that no investment shall be eligible as a "Specified

Investment" unless the final maturity or date of return of such investment is 91

days or less from the date of purchase thereof.

"STB" shall mean the Surface Transportation Board of the

United States Department of Transportation and any agency or instrumentality of

the United States government succeeding to its functions.

"Taxes" shall mean any license, registration and filing fees

and all taxes, withholdings, assessments, levies, imposts, duties or charges of

any nature whatsoever, together with any penalties, fines or interest thereon or

other additions thereto imposed, withheld, levied or assessed by any country or

any taxing authority or governmental subdivision thereof or therein or by any

international authority.

"Trustee" shall have the meaning provided in the first

paragraph of the Indenture.

"U.S. Government Obligations" shall mean securities that are

(i) direct obligations of the United States of America for the payment of which

its full faith and credit is pledged or (ii) obligations of a Person controlled

or supervised by and acting as an agency or instrumentality of the United States

of America the payment of which is unconditionally guaranteed as a full faith

and credit obligation by the United States of America, which, in either case,

are not callable or redeemable at the option of the issuer thereof at any time

prior to the stated maturity of the Equipment Notes, and shall also include

depository receipts issued by a bank or trust company as custodian with respect

to any such U.S. Government Obligation or a specific payment of interest on or

principal of any such U.S. Government Obligation held by such custodian for the

account of the holder of a depository receipt; provided that (except as required

by law) such custodian is not authorized to make any deduction from the amount

payable to the holder of such depository receipt from any amount received by the

custodian in respect of the U.S. Government Obligation or the specific payment

of interest on or principal of the U.S. Government Obligation evidenced by such

depository receipt.

App - 6

EXHIBIT A

[B] Trust Indenture

and Security Agreement

FORM OF TRUST INDENTURE SUPPLEMENT NO. ____

This INDENTURE SUPPLEMENT No. _____, dated

_____________________ (this "Indenture Supplement"), by and among TRINITY

INDUSTRIES LEASING COMPANY, a Delaware corporation (the "Company"), TRINITY

INDUSTRIES, INC., a Delaware corporation (the "Guarantor"), and THE BANK OF NEW

YORK, a New York banking corporation, as Trustee (the "Trustee");

WITNESSETH:

WHEREAS, the [B] Trust Indenture and Security Agreement, dated

as of February __, 2002 (as supplemented or modified from time to time, the

"Indenture"), by and among the Company, the Guarantor and the Trustee, provides

for the execution and delivery of Indenture Supplements thereto substantially in

the form hereof which shall particularly describe the Items of Equipment and

Leases, and shall specifically mortgage the Items of Equipment and assign the

Leases to the Trustee; and

WHEREAS, the Indenture relates to the Items of Equipment and

the Leases relating to such Items of Equipment, all as described on Schedule 1

attached hereto and made a part hereof, and a counterpart of the Indenture is

attached to and made a part of this Indenture Supplement;

NOW, THEREFORE, in order to secure the prompt payment of the

principal of, and premium, if any, and interest on all of the Equipment Notes

from time to time outstanding under the Indenture and the performance and

observance by the Company of all the agreements, covenants and provisions in the

Indenture and in the Equipment Notes for the benefit of the holders of the

Equipment Notes, subject to the terms and conditions of the Indenture, and in

consideration of the premises and of the covenants contained in the Indenture

and of the acceptance of the Equipment Notes by the holders thereof, and of the

sum of $1.00 paid to the Company by the Trustee at or before the delivery

hereof, the receipt whereof is hereby acknowledged, the Company, in accordance

with the Granting Clause of the Indenture, has sold, assigned, transferred,

pledged and confirmed, and does hereby sell, assign, transfer, pledge and

confirm, the property comprising the Items of Equipment and the Leases described

in Schedule 1 attached hereto and made a part hereof to the Trustee, its

successors and assigns, in the trust created by the Indenture for the benefit of

the holders from time to time of the Equipment Notes.

To have and to hold all and singular the aforesaid property

unto the Trustee, its successors and assigns, in trust for the benefit and

security of the holders from time to time of the Equipment Notes and for the

uses and purposes and subject to the terms and provisions set forth in the

Indenture.

A-1

This Indenture Supplement shall be construed as supplemental

to the Indenture and shall form a part thereof, and the Indenture is hereby

incorporated by reference herein and each is hereby ratified, approved and

confirmed.

This Indenture Supplement is being delivered in the State of

New York.

This Indenture Supplement may be executed by the Company and

the Trustee in separate counterparts, each of which when so executed and

delivered is an original, but all such counterparts shall together constitute

but one and the same Supplement.

AND FURTHER, the Company hereby acknowledges that the Items of

Equipment and the Leases referred to in Schedule 1 attached hereto and made a

part hereof have been delivered to the Company and are included in the property

of the Company, subject to the pledge or mortgage thereof under the Indenture.

IN WITNESS WHEREOF, each of the Company and the Guarantor has

caused this Indenture Supplement to be duly executed by one of its duly

authorized officers, as of the day and year first above written.

TRINITY INDUSTRIES LEASING COMPANY

--------------------------------

Name:

Title:

TRINITY INDUSTRIES, INC.

--------------------------------

Name:

Title:

Acknowledged:

THE BANK OF NEW YORK,

as Trustee

--------------------------------

Name:

Title: Authorized Signatory

A-2

SCHEDULE 1 to

EXHIBIT A

[B] Trust Indenture

and Security Agreement

ITEMS OF EQUIPMENT

[insert description of the Items of Equipment, including the

Company's respective road numbers and reporting marks, and identification of the

Leases]

A-3

EXHIBIT B

[B] Trust Indenture

and Security Agreement

FORM OF EQUIPMENT NOTE

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF

1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAW OF ANY STATE OR

OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS

EITHER REGISTERED UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE OR OTHER

LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE.

TRINITY INDUSTRIES LEASING COMPANY

7.755% EQUIPMENT NOTE

No. Date:

------

$ Maturity Date:

---------

TRINITY INDUSTRIES LEASING COMPANY (herein called the

"Company") hereby promises to pay to ___________________ or registered assigns,

the principal sum of $_______ (_______ dollars) in lawful currency of the United

States of America, together with interest on the amount of said principal sum

remaining unpaid from time to time from the date hereof until payment in full

hereof is made, at the rate of 7.755% per annum (computed on the basis of a

360-day year of twelve 30-day months). Interest on such principal sum shall be

due and payable on each February 15 and August 15 (each, a "Payment Date"), and

the unpaid principal amount hereof shall be due on the Maturity Date specified

above. Interest on any overdue principal, premium or interest (to the extent

lawful) shall be paid from the due date thereof at the rate of interest

applicable to this Equipment Note, payable on demand.

Payments of interest on this Equipment Note due and payable on

each Payment Date, together with the installment of principal, if any, to the

extent not in full payment of this Equipment Note, and any premium, shall be

made in immediately available funds by wire transfer to the Person whose name

appears on the Equipment Note Register as of the close of business on the 15th

day preceding such Payment Date. Each such payment shall be made on the date

such payment is due and, except for the last payment of principal hereof,

without any presentment or surrender of this Equipment Note. Whenever the date

scheduled for any payment to be made hereunder or under the Indenture shall not

be a Business Day, then such payment need not be made on such scheduled date but

may be made on the next succeeding Business Day with the same force and effect

as if made on such scheduled date and (provided such payment is made on such

next succeeding Business Day) no additional interest shall accrue on the amount

of such payment from and after such scheduled date to the time of such payment

on such next succeeding Business Day.

B-1

Each holder hereof, by its acceptance of this Equipment Note,

agrees that each payment received by it hereunder shall be applied, first, to

the payment of accrued but unpaid interest on this Equipment Note then due (as

well as any interest on any overdue principal amount) and (to the extent

permitted by law) any overdue premium, if any, any overdue interest and any

other overdue amount hereunder to the date of payment, second, to the payment of

any premium then due, and third, to the payment of the unpaid principal amount

of this Equipment Note then due. Furthermore, each holder hereof, by its

acceptance of this Equipment Note, and the Company hereby agree to treat this

Equipment Note as indebtedness for U.S. federal income tax purposes and agree

not to file any tax return or statement inconsistent with that treatment.

This Equipment Note is one of the 7.755% Equipment Notes

referred to in the [B] Trust Indenture and Security Agreement dated as of

February 15, 2002 among the Company, Trinity Industries, Inc., as guarantor, and

The Bank of New York, as trustee (as supplemented or modified from time to time,

the "Indenture") which have been or are to be issued by the Company pursuant to

the terms of the Indenture. The Indenture Estate is held by the Trustee as

security for the Equipment Notes. Reference is hereby made to the Indenture for

a statement of the rights of the holder of, and the nature and extent of the

security for, this Equipment Note, as well as for a statement of the terms and

conditions of the trusts created by the Indenture, to all of which terms and

conditions in the Indenture each holder hereof agrees by its acceptance of this

Equipment Note.

This Equipment Note is not subject to redemption or prepayment

except as provided in Section 2.12 of the Indenture. The holder hereof, by its

acceptance of this Equipment Note, agrees to be bound by said provisions.

This Equipment Note is entitled to the benefits of the

Guarantee provided in Article X of the Indenture.

This Equipment Note is a registered Equipment Note and is

transferable, as provided in the Indenture, only upon surrender of this

Equipment Note for registration of transfer duly endorsed by, or accompanied by

a written statement of transfer duly executed by, the registered holder hereof

or his attorney duly authorized in writing. Prior to the due presentation for

registration of transfer of this Equipment Note, the Company and the Trustee

shall deem and treat the registered holder of this Equipment Note as the

absolute owner and holder hereof for the purpose of receiving payment of all

amounts payable with respect hereto and for all other purposes and shall not be

affected by any notice to the contrary.

This Equipment Note shall be governed by the laws of the State

of New York.

Unless the certificate of authentication hereon has been

executed by or on behalf of the Trustee by manual signature, this Equipment Note

shall not be entitled to any benefit under the Indenture or be valid or

obligatory for any purpose.

B-2

IN WITNESS WHEREOF, the Company has caused this 7.755%

Equipment Note to be executed by one of its authorized officers as of the date

hereof.

TRINITY INDUSTRIES LEASING COMPANY

-------------------------------

Name:

Title:

B-3

[FORM OF INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the 7.755% Equipment Notes referred to in the

within-mentioned Indenture.

THE BANK OF NEW YORK,

as Trustee

--------------------------------

Authorized Signatory

B-4

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby

sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

--------------------------------------------------------------------------------

Please print or typewrite name and address including zip code of assignee

--------------------------------------------------------------------------------

the within Equipment Note and all rights thereunder, hereby irrevocably

constituting and appointing ______________________________________ attorney to

transfer said Equipment Note on the books of the Company with full power of

substitution in the premises.

B-5

EXHIBIT C

[B] Trust Indenture

and Security Agreement

[Letterhead of the Company]

[Letterhead of the Trustee]

[Date]

[Lessee Name and Address]

Ladies and Gentlemen:

We hereby notify you that pursuant to the [B] Trust Indenture and

Security Agreement dated as of February 15, 2002, as supplemented from time to

time (the "Indenture"), among Trinity Industries Leasing Company (the

"Company"), Trinity Industries, Inc. and The Bank of New York, as Trustee, the

Company has assigned to the Trustee its rights under the lease with you dated

______ (the "Lease") relating to the following certain railcars [insert road

numbers and reporting marks of railcars subject to the Lien of the Indenture

which are covered by the Lease] (the "Railcars"), including the right to receive

amounts payable to the Company under the Lease in respect of the Railcars. The

Indenture provides that upon the occurrence of an Indenture Event of Default (as

defined in the Indenture), this notice will be given to each lessee under a

lease assigned to the Trustee under the Indenture.

This notice is being given pursuant to Section 4.03(f) of the Indenture

in accordance with Section 9-406 of the Uniform Commercial Code. You are hereby

directed to remit all payments under the Lease in respect of the Railcars to the

Trustee to the account specified below. On and after the date of your receipt of

this notice you may discharge your obligation under the Lease in respect of the

Railcars only by making payment to the Trustee. Any payment to the Company or

any party other than the Trustee will not be effective to discharge your

obligation under the Lease in respect of the Railcars.

If you have any questions regarding this matter, please contact the

Trustee at the address set forth below.

[insert notice and account information for Trustee]

Very truly yours,

[Insert name of Trustee]

By:

-----------------------------

Name:

Title:

C-1

EXHIBIT D

[B] Trust Indenture

and Security Agreement

FORM OF MEMORANDUM OF TRUST

MEMORANDUM OF [B] TRUST INDENTURE AND SECURITY AGREEMENT AND

[B] TRUST INDENTURE SUPPLEMENT NO. _

This Memorandum of [B] Trust Indenture and Security Agreement and [B]

Trust Indenture Supplement No. __ (this "Memorandum") is made and entered into

by and among Trinity Industries Leasing Company, a Delaware corporation (the

"Company"), Trinity Industries, Inc., a Delaware corporation (the "Guarantor"),

and The Bank of New York, as Trustee under the Security Agreement (as defined

below) (hereinafter referred to as "Trustee") respecting that certain [B] Trust

Indenture and Security Agreement dated as of February ____, 2002, among the

Company, the Guarantor and the Trustee (the "Security Agreement") and the [B]

Trust Indenture Supplement No. __ dated as of ______, among the Company, the

Guarantor and the Trustee.

Pursuant to the provisions of the Security Agreement, the Company, the

Guarantor and Trustee hereby affirm and acknowledge that:

1. The Company has agreed to execute and deliver to the Trustee an

equipment note and the Trustee has agreed to accept such an equipment note from

the Company and, as security therefor, grant the Trustee a first priority

security interest in (i) certain railroad equipment bearing reporting marks and

road numbers as listed on Exhibit A attached hereto and (ii) certain leases with

respect to such equipment identified by the lessee numbers and rider numbers as

listed on Exhibit B attached hereto, subject to the terms defined in the

Security Agreement.

2. This Memorandum is prepared only for the public record and is being

recorded with the Surface Transportation Board pursuant to 49 U.S.C. Section

11301(a) and the Registrar General of Canada.

D-1

IN WITNESS WHEREOF, each of the parties hereto, pursuant to

due corporate authority, has caused this Memorandum to be duly executed in its

corporate name by its officers, thereunto duly authorized, as of ____________.

COMPANY: TRUSTEE:

TRINITY INDUSTRIES LEASING COMPANY THE BANK OF NEW YORK

By: By:

-------------------------------- --------------------------------

Name: Name:

------------------------------ ------------------------------

Title: Title:

----------------------------- -----------------------------

GUARANTOR:

TRINITY INDUSTRIES, INC.

By:

--------------------------------

Name:

------------------------------

Title:

-----------------------------

D-2

STATE OF )

-------------------- )

) SS:

COUNTY OF )

------------------- )

On this ____ day of _____, ____, before me personally appeared

_______________________________________, to me personally known, who being duly

sworn, stated that he/she is ____________________________ of The Bank of New

York, that said instrument was signed on behalf of said corporation, not in its

individual capacity, but solely as trustee under the Security Agreement by

authority of its board of directors or other governing body, and he/she

acknowledged that the execution of the foregoing instrument was the free act and

deed of said corporation.

-------------------------

Notary Public

My Commission Expires:

STATE OF )

-------------------- )

) SS:

COUNTY OF )

------------------- )

On this ____ day of _____, ____, before me personally appeared

_______________________________________, to me personally known, who being duly

sworn, stated that he/she is ____________________________ of Trinity Industries

Leasing Company, that said instrument was signed on behalf of said corporation

by authority of its board of directors or other governing body, and he/she

acknowledged that the execution of the foregoing instrument was the free act and

deed of said corporation.

-------------------------

Notary Public

My Commission Expires:

STATE OF )

-------------------- )

) SS:

COUNTY OF )

------------------- )

On this ____ day of _____, ____, before me personally appeared

_______________________________________, to me personally known, who being duly

sworn, stated that he/she is ____________________________ of Trinity Industries,

Inc., that said instrument was signed on behalf of said corporation by authority

of its board of directors or other governing body, and he/she acknowledged that

the execution of the foregoing instrument was the free act and deed of said

corporation.

-------------------------

Notary Public

My Commission Expires:

EXHIBIT A

EXHIBIT B

EXHIBIT E

[B] Trust Indenture

and Security Agreement

FORM OF MEMORANDUM OF LEASE

MEMORANDUM OF LEASE

This Memorandum of Lease (this "Memorandum") is made and executed as of

_____, ____ by Trinity Industries Leasing Company, a Delaware corporation (the

"Lessor"), with reference to the following:

1. Lessor is the owner of certain railroad equipment bearing

reporting marks and road numbers as listed on Exhibit A

attached hereto (the "Equipment") and has leased the Equipment

to certain lessees pursuant to the leases identified by the

lessee numbers and rider numbers as listed on Exhibit B

attached hereto (the "Leases").

2. This Memorandum is prepared only for the public record and is

being recorded with the Surface Transportation Board pursuant

to 49 U.S.C. 11301(a) and the Registrar General of Canada.

[signature page to follow]

E-1

IN WITNESS WHEREOF, the undersigned has caused this Memorandum

to be executed by a duly authorized officer as of the day and year first above

written.

TRINITY INDUSTRIES LEASING COMPANY

By:

-----------------------------------

Name:

---------------------------------

Title:

--------------------------------

E-2

STATE OF )

-------------------- )

) SS:

COUNTY OF )

------------------- )

On this ____ day of _____, ____, before me personally appeared

_______________________________________, to me personally known, who being duly

sworn, stated that he/she is ____________________________ of Trinity Industries

Leasing Company, that said instrument was signed on behalf of said corporation

by authority of its board of directors or other governing body, and he/she

acknowledged that the execution of the foregoing instrument was the free act and

deed of said corporation.

-------------------------

Notary Public

My Commission Expires:

EXHIBIT A

EXHIBIT B

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B] TRUST INDENTURE AND SECURITY AGREEMENT Dated as of February 15, 2002 among TRINITY INDUSTRIES LEASING COMPANY and TRINITY INDUSTRIES, INC. and THE BANK OF NEW YORK, Trustee

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