EXHIBIT 1.2
AMENDMENT NO. 1 TO
THE PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") to the Purchase
Agreement dated as of March 5, 2004 (the "Purchase Agreement") by and among
Trinity Industries, Inc., a Delaware corporation (the "Company"), the Guarantors
(as defined in the Purchase Agreement and together with the Company, the
"Issuers") and each of X.X. Xxxxxx Securities Inc., Credit Suisse First Boston
LLC, Dresdner Kleinwort Xxxxxxxxxxx Securities LLC, The Royal Bank of Scotland
plc, BNP Paribas Securities Corp., Scotia Capital (USA) Inc., Wachovia
Securities LLC and Tokyo-Mitsubishi International plc (collectively, the
"Initial Purchasers") is entered into and made effective as of March 9, 2004.
Defined terms used herein and not otherwise defined shall have the meaning set
forth in the Purchase Agreement.
WHEREAS, the Issuers and the Initial Purchasers have entered
into the Purchase Agreement in connection with the offering of $300,000,000
aggregate principal amount of the Issuers' 6 1/2% Senior Notes due 2014; and
WHEREAS, the Issuers and the Initial Purchasers desire to
amend the Purchase Agreement as provided herein; and
NOW, THEREFORE, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 2.
Section 2(a) of the Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
1. Purchase and Resale of the Securities. (a) The
Company agrees to issue and sell the Securities to the several Initial
Purchasers as provided in this Agreement, and each Initial Purchaser, on the
basis of the representations, warranties and agreements set forth herein and
subject to the conditions set forth herein, agrees, severally and not jointly,
to purchase from the Company the respective principal amount of Securities set
forth opposite such Initial Purchaser's name in Schedule 1 hereto at a price
equal to 98.3375%, in the case of X.X. Xxxxxx Securities Inc., or 98.25%, in the
case of each other Initial Purchaser, of the principal amount thereof plus
accrued interest, if any, from March 10, 2004 to the Closing Date. The Company
will not be obligated to deliver any of the Securities except upon payment for
all the Securities to be purchased as provided herein.
2. REPRESENTATION AND WARRANTY.
The Company and the Guarantors jointly and severally represent
and warrant to each Initial Purchaser that they will not use amounts received by
the Company as a result of the increase of the purchase price paid by X.X.
Xxxxxx Securities Inc. for the Securities pursuant to this Amendment for any
unlawful purpose.
3. CONTINUING EFFECT OF AGREEMENT. This Amendment shall not
constitute an amendment or modification of any other provision of the Purchase
Agreement not expressly referred to herein. Except as expressly amended or
modified herein, the provisions of the Purchase Agreement are and shall remain
in full force and effect.
4. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the conflicts of law provisions thereof to the extent the application of the
laws of another jurisdiction would be required thereby.
5. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party. The exchange of copies of this
Amendment and of signature pages by facsimile transmission shall constitute
effective execution and delivery of this Amendment as to the parties hereto and
may be used in lieu of the original Amendment for all purposes. Signatures of
the parties hereto transmitted by facsimile shall be deemed to be their original
for any purpose whatsoever.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
TRINITY INDUSTRIES, INC.
By: /s/ X. Xxxxx Xxxx
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Name: X. Xxxxx Rice
Title: Vice President, Legal Affairs
Guarantors:
TRANSIT MIX CONCRETE & MATERIALS COMPANY
TRINITY INDUSTRIES LEASING COMPANY
TRINITY MARINE PRODUCTS, INC.
TRINITY RAIL GROUP, LLC
THRALL TRINITY FREIGHT CAR, INC.
TRINITY TANK CAR, INC.
TRINITY RAIL COMPONENTS & REPAIR, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and Secretary
X.X. XXXXXX SECURITIES INC.
For itself and on behalf of the
several Initial Purchasers listed
in Schedule 1 to the Purchase Agreement
By /s/ Xxxxx Xxxxx
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Authorized Signatory
