Exhibit 10.18.1
FIRST AMENDMENT TO TERM CREDIT AGREEMENT
This First Amendment to Term Credit Agreement (this "First Amendment") is
executed effective as of December 10, 2001 (the "Effective Date"), by and among
Trinity Industries, Inc., a Delaware corporation (the "Borrower"), JPMorgan
Chase Bank, successor by merger to The Chase Manhattan Bank, as the
Administrative Agent (the "Administrative Agent"), and the financial
institutions parties hereto as Lenders (individually a "Lender" and collectively
the "Lenders").
WITNESSETH:
WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties
to that certain Term Credit Agreement dated as of October 15, 2001 (the "Credit
Agreement") (unless otherwise defined herein, all terms used herein with their
initial letter capitalized shall have the meaning given such terms in the Credit
Agreement); and
WHEREAS, pursuant to the Credit Agreement, the Lenders have made a term
loan to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders amend certain terms of
the Credit Agreement in certain respects; and
WHEREAS, subject to the terms and conditions herein contained, the Lenders
have agreed to the Borrower's request.
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
Borrower, the Administrative Agent and each Lender hereby agree as follows:
Section 1. AMENDMENTS. In reliance on the representations, warranties,
covenants and agreements contained in this First Amendment, and subject to the
terms and conditions contained herein, the Credit Agreement is hereby amended
effective as of the Effective Date, in the manner provided in this Section 1.
1.1 ADDITIONAL DEFINITIONS. Section 1.01 of the Credit Agreement is
amended to add thereto in alphabetical order the definitions of "Collateral
Agent," "Intercreditor Agreement," "Mortgage," "Mortgaged Property," "First
Amendment" and "Security Agreement" which shall read in full as follows:
"Collateral Agent" means JPMorgan Chase Bank, as collateral agent
under the terms of the Intercreditor Agreement, and its successors and assigns.
"First Amendment" means that certain First Amendment to Term Credit
Agreement dated as of December 10, 2001, among the Borrower, the Administrative
Agent and the Lenders.
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"Intercreditor Agreement" means that certain Intercreditor Agreement
to be executed in accordance with Section 5.09 by the Borrower, certain of its
Subsidiaries, the Collateral Agent, the Administrative Agent and JPMorgan Chase
Bank, as administrative agent for the lenders under the Revolving Credit
Agreement, in the form approved by the Required Lenders and as the same may be
amended or otherwise modified from time to time.
"Mortgage" means any mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien to the
Collateral Agent on any Mortgaged Property to secure the obligations described
in the Intercreditor Agreement. Each Mortgage shall be satisfactory in form and
substance to the Administrative Agent.
"Mortgaged Property" means each parcel of real property and
improvements thereto owned by the Borrower with respect to which a Mortgage is
granted pursuant to Section 5.09 or the Intercreditor Agreement.
"Security Agreements" means one or more security agreements to be
executed in accordance with Section 5.09, and pursuant to the terms of the
Intercreditor Agreement, by the Borrower, certain of its Subsidiaries and the
Collateral Agent, which shall be satisfactory in form and substance to the
Administrative Agent.
1.2 AMENDMENTS TO DEFINITIONS. The definitions of "Administrative
Agent," "Chase," "Collateral," "ETC Indebtedness," "Loan Documents" and
"Security Instruments" set forth in Section 1.01 of the Credit Agreement are
amended to read in full as follows:
"Administrative Agent" means (i) prior to November 10, 2001, The Chase
Manhattan Bank, and (ii) from and after November 10, 2001, JPMorgan Chase Bank,
successor by merger to The Chase Manhattan Bank, in its capacity as
administrative agent for the Lenders hereunder.
"Chase" means (i) prior to November 10, 2001, The Chase Manhattan
Bank, and (ii) from and after November 10, 2001, JPMorgan Chase Bank, successor
by merger to The Chase Manhattan Bank, in its individual capacity or as an
Issuing Bank, as the case may be, and not as Administrative Agent.
"Collateral" means the Mortgaged Property, the "Collateral" as defined
in the Security Agreements and any and all property and assets on which Liens
have been granted to the Collateral Agent to secure the indebtedness,
obligations and liabilities of the Borrower and its Subsidiaries under the Loan
Documents.
"ETC Indebtedness" means equipment trust certificate or other secured
Indebtedness financing created or incurred after the date hereof and secured by
leased rail equipment which is pledged to a trustee acting on behalf of the
holders of such certificates or other secured Indebtedness.
"Loan Documents" means this Agreement, the First Amendment, the Notes,
the Subsidiary Guaranties, the Security Instruments, the Intercreditor
Agreement, any Interest Election Request, any Assignment and Acceptance, the Fee
Letter, and all other agreements (including Hedging Agreements) relating to this
Agreement entered into from time to time
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between or among the Borrower (or any or all of its Subsidiaries) and the
Administrative Agent or any Lender (or, with respect to the Hedging Agreements,
any Affiliates of any Lender), and any document delivered by the Borrower or any
of its Subsidiaries in connection with the foregoing.
"Security Instruments" means the Mortgages, the Security Agreements
and any and all other mortgages, deeds of trust, security agreements, pledge
agreements, financing statements and other agreements, documents or instruments
now or hereafter executed and delivered by the Borrower, any of its Subsidiaries
or any other Person as security for the payment and performance of the
indebtedness, obligations and liabilities of the Borrower and its Subsidiaries
under the Loan Documents.
1.3 AMENDMENT TO SECURITY INSTRUMENTS PROVISION. Section 5.05 of the
Credit Agreement is amended to read in full as follows:
"SECTION 5.05 Security Instruments. If at any time, the ratings
established by either S&P or Xxxxx'x for the Index Debt are reduced to a
category or level (as established in accordance with the terms of this
Agreement) below the applicable Security Threshold Rating Level, the
Borrower will, and will cause each of its Subsidiaries (as applicable) to,
at the Borrower's expense, execute and deliver to the Administrative Agent
for the benefit of the Lenders, on or prior to twenty (20) days following
the reduction of either of the ratings for the Index Debt to a category or
level below the applicable Security Threshold Rating Level (or on or prior
to such other date as may be agreed to in writing by the Borrower and the
Required Lenders), and at such other times as the Required Lenders shall
request, one or more Security Instruments, in form and substance
satisfactory to the Administrative Agent, and in such number of
counterparts as the Administrative Agent or the Collateral Agent shall
request, for the purpose and with the effect of granting to the Collateral
Agent as security for the indebtedness, obligations and liabilities of the
Borrower and its Subsidiaries described in the Intercreditor Agreement, a
valid first and prior Lien on such assets and property of the Borrower and
its Subsidiaries as the Required Lenders may require, together with such
other executed documentation as the Administrative Agent or any Lender may
require or deem necessary to perfect or protect the Collateral Agent's
Liens on such assets and properties of the Borrower and its Subsidiaries,
including, without limitation, (i) financing statements under the Uniform
Commercial Code, (ii) all intellectual property assignments for all
intellectual property registered in the United States of America, (iii) all
Collateral the possession of which is necessary to perfect the Liens
therein, (iv) all other applicable documentation under the laws of any
jurisdiction required with respect to the creation, perfection and
protection of Liens, (v) all third-party or governmental approvals and
consents required for the pledge of the Collateral under the Security
Instruments, and (vi) opinions of counsel (including, without limitation,
local counsel), in form and substance satisfactory to the Administrative
Agent, and covering such matters as the Administrative Agent or the
Required Lenders shall reasonably request. Notwithstanding the foregoing or
anything else to the contrary contained herein, the assets and property of
the Borrower and its
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Subsidiaries on which Liens have been (or will be) granted to secure the
indebtedness, obligations and liabilities of the Borrower and such
Subsidiaries described in Sections 6.01(i), (j) and (n) of the Revolving
Credit Agreement shall not be included as Collateral for purposes of this
Section 5.05 (including, without limitation, such assets and property
separately identified in writing by the Borrower or the appropriate
Subsidiary as reasonably necessary to secure such indebtedness, obligations
and liabilities that may be incurred by the Borrower or such Subsidiary
under Sections 6.01(i), (j) and (n) of the Revolving Credit Agreement) for
as long as such assets and property continue to secure (or be separately
identified as reasonably necessary to secure) such indebtedness,
obligations and liabilities."
1.4 ADDITIONAL AFFIRMATIVE COVENANTS. Article V of the Credit
Agreement is amended to add new Sections 5.08 nd 5.09 thereto to read in full as
follows:
"SECTION 5.08 Compliance With Security Instruments. The Borrower will,
and will cause each of its Subsidiaries to, comply with its obligations
under the Intercreditor Agreement and the Security Agreements arising in
connection with the formation or acquisition of any Subsidiary within ten
(10) Business Days after such Subsidiary is formed or acquired.
"SECTION 5.09 Collateral Provisions.
(a) On or before December 31, 2001, the Borrower shall deliver
or cause to be delivered to the Administrative Agent, each of the
following, all in form and substance acceptable to the Administrative Agent
and the Required Lenders in their sole discretion:
(i) the Intercreditor Agreement executed by the Borrower
and certain of its Subsidiaries a party thereto;
(ii) a Security Agreement executed by the Borrower and
certain of its Subsidiaries a party thereto, pursuant to which the
Borrower and such Subsidiaries grant to the Collateral Agent a valid
first and prior Lien on all of their accounts receivable and
inventory;
(iii) a Subsidiary Guaranty executed by each of Trinity Rail
Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair,
Inc. and Thrall Trinity Freight Car, Inc.;
(iv) Uniform Commercial Code, tax and judgment lien search
reports listing all documentation on file against the Borrower, each
Subsidiary (as applicable) and such other Persons as the
Administrative Agent may require in each jurisdiction in which it has
a principal place of business and jurisdiction of organization and in
which any Collateral is or has been located;
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(v) subject to the terms of the Intercreditor Agreement and
the Security Agreements, such executed documentation as the Collateral
Agent or the Administrative Agent may require or deem necessary to
perfect or protect the Collateral Agent's Liens in the assets of the
Borrower and its Subsidiaries granted pursuant to the Security
Agreement described in clause (ii) above, including, without
limitation, (A) financing statements under the Uniform Commercial
Code, (B) all Collateral the possession of which is necessary to
perfect the Lien therein, (C) all other applicable documentation under
the laws of any jurisdiction required with respect to the creation,
perfection and protection of Liens, and (D) all third-party or
governmental approvals and consents required for the pledge of the
Collateral under the Security Agreement;
(vi) duly executed UCC-3 termination statements and such
other documentation as shall be necessary to terminate or release all
Liens encumbering the Collateral not otherwise permitted by this
Agreement;
(vii) evidence that the insurance required by Section 5.05
of the Revolving Credit Agreement is in effect;
(viii) favorable written opinions from counsel to the
Borrower and its Subsidiaries addressed to the Lenders and
satisfactory to Xxxxxx & Xxxxxx L.L.P., counsel for the Administrative
Agent, as to such matters relating to the Intercreditor Agreement, the
Security Agreements and the other Loan Documents, as the
Administrative Agent may request (and the Borrower hereby instructs
its counsel to deliver such opinions to the Administrative Agent for
the benefit of the Lenders);
(ix) an amendment to the Revolving Credit Agreement, in form
and substance satisfactory to the Administrative Agent, executed by
the Borrower, JPMorgan Chase Bank, as administrative agent for the
lenders under the Revolving Credit Agreement, and the lenders a party
to such Revolving Agreement; and
(x) such additional information and documentation as the
Collateral Agent or the Administrative Agent may require to consummate
the transactions contemplated by this Section 5.09(a).
The Borrower shall, and shall cause each Subsidiary to use,
commercially reasonable efforts to obtain on or before February 28, 2002,
lien waivers, subordination agreements and/or estoppel certificates with
respect to the Collateral from all of the Borrower's and its applicable
Subsidiaries' landlords, mortgages and/or lessees.
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The Borrower's failure to fully and timely satisfy on or before
December 31, 2001 each requirement set forth in clauses (i) through (x) of this
Section 5.09(a) shall constitute an immediate Event of Default.
(b) On or before February 15, 2002, the Borrower shall deliver
or cause to be delivered to the Administrative Agent, each of the
following, all in form and substance acceptable to the Administrative Agent
and the Required Lenders in their sole discretion:
(i) a Security Agreement (which may take the form of an
amendment and restatement of the Security Agreement delivered pursuant
to Section 5.09(a)(ii)) executed by the Borrower and certain of its
Subsidiaries, pursuant to which the Borrower and certain of its
Subsidiaries grant to the Collateral Agent a valid first and prior
Lien on certain equipment, real property and other assets and property
of the Borrower and such Subsidiaries (in addition to the Liens
granted pursuant to the Security Agreement delivered pursuant to
Section 5.09(a)(ii)) as shall be required and determined by the
Administrative Agent and the Required Lenders;
(ii) Uniform Commercial Code, tax and judgment lien search
reports listing all documentation on file against the Borrower, each
Subsidiary and such other Persons as the Administrative Agent may
require in each jurisdiction in which it has a principal place of
business and jurisdiction of organization and in which any Collateral
is or has been located;
(iii) subject to the terms of the Intercreditor Agreement
and the Security Agreements, such executed documentation as the
Collateral Agent or the Administrative Agent may require or deem
necessary to perfect or protect the Collateral Agent's Liens in the
assets of the Borrower and its Subsidiaries granted pursuant to the
Security Agreement described in clause (i) above, including, without
limitation, (A) financing statements under the Uniform Commercial
Code, (B) all Collateral the possession of which is necessary to
perfect the Lien therein, (C) all other applicable documentation under
the laws of any jurisdiction required with respect to the creation,
perfection and protection of Liens, and (D) all third-party or
governmental approvals and consents required for the pledge of the
Collateral under the Security Agreement;
(iv) duly executed UCC-3 termination statements and such
other documentation as shall be necessary to terminate or release all
Liens encumbering the Collateral not otherwise permitted by this
Agreement;
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(v) evidence that the insurance required by Section 5.05 of
the Revolving Credit Agreement is in effect;
(vi) favorable written opinions from counsel to the Borrower
and its Subsidiaries addressed to the Lenders and satisfactory to
Xxxxxx & Xxxxxx L.L.P., counsel for the Administrative Agent, as to
such matters relating to the Security Agreements and the other Loan
Documents, as the Administrative Agent may request (and the Borrower
hereby instructs its counsel to deliver such opinions to the
Administrative Agent for the benefit of the Lenders);
(vii) as applicable, a Mortgage with respect to each
Mortgaged Property executed on behalf of the record owner of such
Mortgaged Property with a metes and bounds or other description of the
parcel attached thereto and recorded in the applicable real property
records;
(viii) with respect to each parcel of the Mortgaged
Property, a title insurance commitment, all documentation evidencing
any exceptions to title reflected thereon (or other evidence of title
satisfactory to the Administrative Agent), and, to the extent
available, a survey and environmental report relating to such parcel;
and
(ix) such additional information and documentation as the
Collateral Agent or the Administrative Agent may require to consummate
the transactions contemplated by this Section 5.09(b).
The Borrower's failure to fully and timely satisfy on or before
February 15, 2002 each requirement set forth in clauses (i) through (ix) of
this Section 5.09(b) shall constitute an immediate Event of Default."
1.5 AMENDMENT TO DEFAULT PROVISIONS. Article VII of the Credit
Agreement is amended as follows:
(a) Clause (d) of Article VII of the Credit Agreement is amended
to read in full as follows:
"(d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Sections 5.01, 5.02, 5.03 (with respect
to the Borrower's and its Subsidiaries' existence), 5.09 or in Article VI,
in any Security Agreement, in any Mortgage or in the Intercreditor
Agreement;".
(b) New clauses (o), (p) and (q) are added to Article VII of the
Credit Agreement to read in their entireties as follows and the word "or"
is deleted from the end of clause (m):
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"(o) any Lien purported to be created under any Loan Document shall
cease to be, or shall be asserted by the Borrower or any of its
Subsidiaries not to be, a valid and perfected Lien on any Collateral, with
the priority required hereby, except as a result of the sale or other
disposition of the applicable Collateral in a transaction permitted under
the Loan Documents;
(p) the occurrence of an Event of Default (as defined in the
Intercreditor Agreement); or
(q) either any Subsidiary Guaranty, any Security Agreement, the
Intercreditor Agreement or any Mortgage shall for any reason cease to be in
full force and effect and valid, binding and enforceable in accordance with
its terms after its date of execution, or the Borrower or any of its
Subsidiaries shall so state in writing."
(c) The following provision is added to the end of Article VII
of the Credit Agreement:
"In addition to the other rights and remedies that the Lenders may
have upon the occurrence of an Event of Default, the Required Lenders may
direct the Collateral Agent to exercise the rights and remedies available
to the Collateral Agent under the Intercreditor Agreement, the Mortgage and
the Security Agreement."
1.6 AMENDMENT TO AGENT PROVISIONS. The following provision is added
to the end of Article VIII of the Credit Agreement:
"The Administrative Agent is authorized to execute the Intercreditor
Agreement on behalf of each Lender and bind each Lender to the terms
thereof as if each Lender were directly a party thereto."
1.7 AMENDMENT TO WAIVERS AND AMENDMENTS PROVISIONS. Section 9.02(b)
of the Credit Agreement is amended to read in full as follows:
"(b) Neither this Agreement nor any of the Loan Documents nor any
provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) reduce the principal amount of the Loan or reduce the
rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (ii) postpone the
scheduled date of payment of the principal amount of the Loan, or any
interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, without the written consent of each
Lender affected thereby, (iii) change Section 2.12(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without
the written consent of each Lender, (iv) release any Material Subsidiary
from its obligations under its Subsidiary Guaranty, without the written
consent of each Lender, (v)
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release any material portion of the Collateral, without the written consent
of each Lender, except as expressly permitted hereby, and provided that the
Administrative Agent or the Collateral Agent shall release (without consent
from the Lenders) any Collateral sold, transferred or otherwise disposed of
as permitted by Section 6.03 of the Revolving Credit Agreement, or (vi)
change any of the provisions of this Section 9.02(b) or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without
the written consent of each Lender; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of any Agent
hereunder without the prior written consent of such Agent.
Section 2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. With the
exception of Section 1.7 hereof, this First Amendment shall be effective
automatically and without the necessity of any further action by the
Administrative Agent, the Borrower or any Lender when counterparts hereof have
been executed by the Administrative Agent, the Borrower and the Required
Lenders, and each of the following conditions to the effectiveness hereof have
been satisfied:
(a) the Administrative Agent shall have received such documents
and certificates as the Administrative Agent and its counsel may reasonably
request relating to the organization, existence and good standing of the
Borrower and each Subsidiary, the power and authority of the Borrower and
each Subsidiary (as applicable) to execute, deliver and perform this First
Amendment and any other legal matters relating to the Borrower, any
Subsidiary or the Loan Documents, all in form and substance satisfactory to
the Administrative Agent and its counsel;
(b) the Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Effective Date, including
reimbursement or payment of all out-of-pocket expenses (including fees,
charges and disbursements of counsel) required to be reimbursed hereunder
or under any other Loan Document;
(c) the representations and warranties contained herein and in
all other Loan Documents, as amended hereby, shall be true and correct in
all material respects as of the Effective Date as if made on the Effective
Date, except for such representations and warranties limited by their terms
to a specific date;
(d) after giving effect to this First Amendment, no Default or
Event of Default shall exist; and
(e) all proceedings taken in connection with the transactions
contemplated by this First Amendment and all documentation and other legal
matters incident thereto shall be satisfactory to the Administrative Agent
and its counsel.
Section 1.7 hereof will be effective automatically and without the necessity of
any further action by the Administrative Agent, the Borrower or any Lender when
counterparts hereof have been
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executed by the Administrative Agent, the Borrower and all Lenders, and each of
the foregoing conditions to the effectiveness hereof have been satisfied.
Section 3. LEGAL FEES. Upon execution of this First Amendment by the
Required Lenders, the Borrower shall pay all reasonable fees and expenses of
counsel to the Administrative Agent incurred by the Administrative Agent in
connection with this First Amendment and all related documents and transactions.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE BORROWER. To induce the
Lenders and the Administrative Agent to enter into this First Amendment, the
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders as follows:
4.1 REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each
representation and warranty of the Borrower contained in the Credit Agreement
and the other Loan Documents is true and correct on the date hereof after giving
effect to the amendments set forth in Section 1 hereof.
4.2 DUE AUTHORIZATION, NO CONFLICTS. The execution, delivery and
performance by the Borrower of this First Amendment are within the Borrower's
corporate powers, have been duly authorized by necessary action, require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not violate or constitute a default under any provision of
applicable law or any material agreement binding upon the Borrower or its
Subsidiaries, or result in the creation or imposition of any Lien upon any of
the assets of the Borrower or its Subsidiaries except for Permitted Encumbrances
(as defined in the Revolving Credit Agreement).
4.3 VALIDITY AND BINDING EFFECT. This First Amendment constitutes
the valid and binding obligations of the Borrower enforceable in accordance with
its terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditor's rights generally,
and (b) the availability of equitable remedies may be limited by equitable
principles of general application.
4.4 NO DEFENSES. The Borrower has no defenses to payment,
counterclaim or rights of set-off with respect to the indebtedness, obligations
and liabilities of the Borrower under the Loan Documents existing on the date
hereof.
4.5 ABSENCE OF DEFAULTS. After giving effect to the amendments set
forth in Section 1 hereof, neither a Default nor an Event of Default has
occurred which is continuing.
Section 5. MISCELLANEOUS.
5.1 REAFFIRMATION OF LOAN DOCUMENTS. Any and all of the terms and
provisions of the Credit Agreement and the other Loan Documents shall, except as
amended and modified hereby, remain in full force and effect. The Borrower
hereby agrees that the amendments and modifications herein contained shall in no
manner adversely affect or impair the indebtedness, obligations and liabilities
of the Borrower under the Loan Documents.
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5.2 PARTIES IN INTEREST. All of the terms and provisions of this
First Amendment shall bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
5.3 COUNTERPARTS. This First Amendment may be executed in
counterparts, and all parties need not execute the same counterpart; however, no
party shall be bound by this First Amendment until counterparts hereof have been
executed by the Borrower and the Required Lenders. Facsimiles shall be effective
as originals.
5.4 COMPLETE AGREEMENT. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
5.5 HEADINGS. The headings, captions and arrangements used in this
First Amendment are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify or modify the terms of this First Amendment, nor
affect the meaning thereof.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed by their respective Authorized Officers as of the Effective
Date.
[Signature Pages Follow]
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SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
TRINITY INDUSTRIES, INC.
By:
------------------------------------
Name:
---------------------------------
Title:
---------------------------------
[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
JPMORGAN CHASE BANK
(successor in interest by merger to
The Chase Manhattan Bank), individually
and as Administrative Agent
By:
------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as a Lender
By:
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Name:
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Title:
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By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
THE BANK OF TOKYO - MITSUBISHI, LTD.,
as a Lender
By:
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Name:
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Title:
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By:
------------------------------------
Name:
---------------------------------
Title:
---------------------------------
[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
BANK ONE, NA, as a Lender
By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
SUNTRUST BANK, as a Lender
By:
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Name:
---------------------------------
Title:
---------------------------------
[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
BNP PARIBAS, as a Lender
By:
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Name:
---------------------------------
Title:
---------------------------------
By:
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Name:
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Title:
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[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
THE ROYAL BANK OF SCOTLAND plc,
as a Lender
By:
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Name:
---------------------------------
Title:
---------------------------------
[Signature Page]
SIGNATURE PAGE
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
BY AND AMONG
TRINITY INDUSTRIES, INC.
THE CHASE MANHATTAN BANK, AS ADMINISTRATIVE AGENT
AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS
THE BANK OF NOVA SCOTIA, as a Lender
By:
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Name:
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Title:
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[Signature Page]
