AMENDMENT NO. 9 TO WAREHOUSE LOAN AGREEMENT

Execution Copy

AMENDMENT NO. 9 TO
WAREHOUSE LOAN AGREEMENT

     AMENDMENT NO. 9 TO WAREHOUSE LOAN AGREEMENT, dated as of October 20, 2005 (this “Amendment”), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (the “Manager”), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the “Borrower”), the LENDERS party hereto, and CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent for the Lenders (in such capacity, the “Agent). Capitalized terms used but not defined herein have the meaning set forth in the Warehouse Loan Agreement referred to below.

RECITALS:

     WHEREAS, the Manager, the Borrower, the Lenders and the Agent are parties to that certain Warehouse Loan Agreement dated as of June 27, 2002 (as heretofore amended, the “Warehouse Loan Agreement”); and

     WHEREAS, the parties hereto desire to amend the Warehouse Loan Agreement as hereinafter set forth.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

PART I
AMENDMENTS

     SUBPART 1.1 Section 1.01 of the Warehouse Loan Agreement is hereby amended as set forth below.

               SUBPART 1.1.1 The definition of “Commitment Amount” is hereby amended by deleting the dollar amount “$ 300,000,000” set forth therein and replacing it with the dollar amount “$ 375,000,000”.

     SUBPART 1.2 Schedule 1.01 of the Warehouse Loan Agreement is hereby amended in its entirety to read as set forth in Schedule 1.01 hereto.

PART II
MISCELLANEOUS

     SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the Agent has received (a) signature pages to this Amendment duly executed by each party hereto (including each Lender) and (b) signature pages to the Master Assignment Agreement (attached hereto as Exhibit A) duly executed by each Party thereto.

     SUBPART 2.2 Representations and Warranties. The Manager and the Borrower each represent and warrant that its respective representations and warranties contained in Article V of

the Warehouse Loan Agreement are true and correct on and as of the date of this Amendment as though made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date.

     SUBPART 2.3 Effect of Amendment. All provisions of the Warehouse Loan Agreement, as expressly amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references in the Warehouse Loan Agreement (or in any other Transaction Document) to the Warehouse Loan Agreement shall be deemed to be references to the Warehouse Loan Agreement as amended hereby.

     SUBPART 2.4 Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

     SUBPART 2.5 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     SUBPART 2.6 Section Headings. The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment, the Warehouse Loan Agreement or any provision hereof or thereof.

[Signature Pages Follow]

 -2-

     IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.

		TRIN1TY INDUSTRIES LEASING COMPANY
		By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				Title: Vice President
		TRINITY RAIL LEASING TRUST II
		By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				Title: Vice President

		CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent and as a Committed Lender
		By:		/s/ Xxxxxxx Xxxxx
				Name: Xxxxxxx Xxxxx
				Title: Director
		By:		/s/ Xxxxxxx X. Xxxxxxxxx
				Name: Xxxxxxx X.Xxxxxxxxx
				Title:

		GRAMERCY CAPITAL CORPORATION, as a Conduit Lender
		By Credit Suisse, New York Branch, as attorney-in-fact
		By:		/s/ Xxxxxx Xxxxx
				Name: Xxxxxx Xxxxx
				Title: Director
		By:		/s/ Xxxx Xxxx
				Name: XXXX XXXX
				Title: Vice President
		GREENWICH FUNDING CORPORATION, as a Conduit Lender
		By Credit Suisse, New York Branch, as attorney-in-fact
		By:		/s/ Xxxxxx Xxxxx
				Name: Xxxxxx Xxxxx
				Title: Director
		By:		/s/ Xxxx Xxxx
				Name: XXXX XXXX
				Title: Vice President
		ALPINE SECURITIZATION CORP, as a Conduit Lender
		By Credit Suisse, New York Branch, as attorney-in-fact
		By:		/s/ Xxxxxx Xxxxx
				Name: Xxxxxx Xxxxx
				Title: Director
		By:		/s/ Xxxx Xxxx
				Name: XXXX XXXX
				Title: Vice President

		DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender
		By:		/s/ Xxxxx X. Xxxxxx
				Name: Xxxxx X. Xxxxxx
				Title: Vice President
		By:		/s/ Xxxx Xxxxx
				Name: Xxxx Xxxxx
				Title: Vice President
		BEETHOVEN FUNDING CORPORATION, as a Conduit Lender
		By:		/s/ Xxxxxxx X. Xxxx
				Name:
				Title:

		COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B. A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as a Committed Lender
		By:		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Executive Director
		By:		/s/ Xxxxxxxxxx X. Xxxxxxxx
				Name: Xxxxxxxxxx X. Xxxxxxxx
				Title: Vice President
		NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender
		By:		/s/Xxxxxxx X. Xxxx
				Name: Xxxxxx X.Xxxx
				Title: Vice President

	XXXXXXX RECEIVABLES (NO. 3) LIMITED, as a Committed Lender
	By:	/s/ R.C. Gerwat
		Name:	R.C. Gerwat
		Title:	Director

SCHEDULE 1.01

Lenders and Commitments

		Commitment				Commitment				Commitment
Lender		Amount				Percentage				Date
Credit Suisse First Boston, New York Branch			100,000,000				26.66666666	%		June 27, 0000
Xxxxxxxx Xxxx XX, Xxx Xxxx Branch			100,000,000				26.66666666	%		August 29, 2003
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch			100,000,000				26.66666666	%		October 23, 2003
Xxxxxxx Receivables (No. 3) Limited			75,000,000				20.00000000	%		October 20, 2005
Totals			375,000,000				100.0000	%

Exhibit A

Master Assignment Agreement