EQUIPMENT LEASE AGREEMENT (TRLI 2001-1A) Dated as of May 17, 2001 between TRLI 2001-1A RAILCAR STATUTORY TRUST, By: State Street Bank and Trust Company of Connecticut, National Association, not in its individual capacity except as expressly provided...

EXHIBIT 10.14

EQUIPMENT LEASE AGREEMENT

(TRLI 2001-1A)

---------------------------------

Dated as of May 17, 2001

between

TRLI 2001-1A RAILCAR STATUTORY TRUST,

By: State Street Bank and Trust Company of Connecticut, National Association,

not in its individual capacity except as

expressly provided herein but solely as Owner Trustee,

Lessor

and

TRINITY RAIL LEASING I L.P.,

Lessee

Tank Cars, Covered Xxxxxx Cars and Box Cars

---------------------------------

CERTAIN OF THE RIGHT, TITLE AND INTEREST OF LESSOR IN

AND TO THIS LEASE, THE EQUIPMENT COVERED HEREBY AND THE

RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED

AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A SECURITY

INTEREST IN FAVOR OF, LASALLE BANK NATIONAL ASSOCIATION, NOT

IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS INDENTURE TRUSTEE

UNDER A TRUST INDENTURE AND SECURITY AGREEMENT (TRLI 2001-

1A), DATED AS OF MAY 17, 2001 BETWEEN SAID INDENTURE TRUSTEE,

AS SECURED PARTY, AND LESSOR, AS DEBTOR. INFORMATION CONCERNING

SUCH SECURITY INTEREST MAY BE OBTAINED FROM THE

INDENTURE TRUSTEE AT ITS ADDRESS SET FORTH IN SECTION 20 OF

THIS LEASE. SEE SECTION 25.2 FOR INFORMATION CONCERNING THE

RIGHTS OF THE ORIGINAL HOLDER AND HOLDERS OF, THE VARIOUS

COUNTERPARTS HEREOF

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TABLE OF CONTENTS

Page

SECTION 1. Definitions

..........................................................................................1

SECTION 2. Acceptance and Leasing of Equipment ..................................................................1

SECTION 3. Term and Rent ........................................................................................1

Section 3.1 Lease Term .................................................................................1

Section 3.2 Basic Rent .................................................................................2

Section 3.3 Supplemental Rent ..........................................................................2

Section 3.4 Adjustment of Rent .........................................................................3

Section 3.5 Manner of Payments .........................................................................3

SECTION 4. Ownership and Marking of Equipment ...................................................................4

Section 4.1 Retention of Title .........................................................................4

Section 4.2 Duty to Number and Xxxx Equipment ..........................................................4

Section 4.3 Prohibition Against Certain Designations ...................................................5

SECTION 5. Disclaimer of Warranties .............................................................................5

Section 5.1 Disclaimer of Warranties ...................................................................5

Section 5.2 Rights Under Existing Equipment Subleases ..................................................6

SECTION 6. Return of Equipment; Storage .........................................................................6

Section 6.1 Return; Holdover Rent ......................................................................6

Section 6.2 Condition of Equipment .....................................................................9

SECTION 7. Liens ...............................................................................................10

SECTION 8. Maintenance; Possession; Compliance with Laws .......................................................10

Section 8.1 Maintenance and Operation .................................................................10

Section 8.2 Possession and Use ........................................................................11

Section 8.3 Sublease ................................................................................. 11

SECTION 9. Modifications .......................................................................................14

Section 9.1 Required Modifications ....................................................................14

Section 9.2 Optional Modifications ....................................................................14

Section 9.3 Removal of Property; Replacements .........................................................15

SECTION 10. Voluntary Termination ..............................................................................15

Page

Section 10.1 Right of Termination .....................................................................15

Section 10.2 Sale of Equipment ........................................................................17

Section 10.3 Retention of Equipment by Lessor .........................................................18

Section 10.4 Termination of Lease .....................................................................19

Section 10.5 Funding of Accounts on Termination .......................................................19

SECTION 11. Loss, Destruction Requisition, Etc .................................................................19

Section 11.1 Event of Loss ............................................................................19

Section 11.2 Replacement or Payment upon Event of Loss ................................................20

Section 11.3 Rent Termination .........................................................................22

Section 11.4 Disposition of Equipment; Replacement of Unit ............................................22

Section 11.5 Eminent Domain ...........................................................................24

SECTION 12. Insurance ..........................................................................................24

Section 12.1 Insurance ................................................................................24

Section 12.2 Physical Damage Insurance ................................................................25

Section 12.3 Public Liability Insurance ...............................................................26

Section 12.4 Certificate of Insurance .................................................................27

Section 12.5 Additional Insurance .....................................................................28

Section 12.6 Post-Lease Term Insurance ................................................................28

SECTION 13. Reports; Inspection ................................................................................29

Section 13.1 Duty of Lessee to Furnish ................................................................29

Section 13.2 Lessor's Inspection Rights ...............................................................29

SECTION 14. Lease Events of Default ............................................................................30

Page

SECTION 15. Remedies ...........................................................................................33

Section 15.1 Remedies .................................................................................33

Section 15.2 Cumulative Remedies ......................................................................36

Section 15.3 No Waiver ................................................................................36

Section 15.4 Notice of Lease Default ..................................................................36

Section 15.5 Lessee's Duty to Return Equipment Upon Default ...........................................36

Section 15.6 Specific Performance; Lessor Appointed Lessee's Agent ....................................37

SECTION 16. Filings; Further Assurances ........................................................................38

Section 16.1 Filings ..................................................................................38

Section 16.2 Further Assurances .......................................................................38

Section 16.3 Other Filings ........................................................................... 39

Section 16.4 Expenses ................................................................................ 39

SECTION 17. Lessor's Right to Perform ..........................................................................39

SECTION 18. Assignment .........................................................................................39

Section 18.1 Assignment by Lessor .....................................................................39

Section 18.2 Assignment by Lessee .....................................................................40

Section 18.3 Sublessee's or Others Performance and Rights .............................................40

SECTION 19. Net Lease, Etc .....................................................................................40

SECTION 20. Notices ............................................................................................42

SECTION 21. Concerning the Indenture Trustee ...................................................................43

Section 21.1 Limitation of the Indenture Trustee's Liabilities ........................................43

Section 21.2 Right, Title and Interest of the Indenture

Trustee Under

Lease..................................................................................................43

SECTION 22. Purchase Options; Renewal Options ..................................................................43

Section 22.1 Early Purchase Option ....................................................................43

Page

Section 22.2 Election to Retain or Return Equipment at End of Basic or

Renewal Term .................................................................................45

Section 22.3 Purchase Option ..........................................................................46

Section 22.4 Renewal Option ...........................................................................47

Section 22.5 Rent Appraisal; Outside Renewal Date .....................................................48

Section 22.6 Stipulated Loss Amount and Termination Amount During

Renewal Term .................................................................................48

Section 22.7 Deemed Renewals ..........................................................................48

Section 22.8 Funding of Accounts on Purchase ..........................................................49

SECTION 23. Limitation of Lessor's Liability ...................................................................49

SECTION 24. Investment of Security Funds .......................................................................49

SECTION 25. Miscellaneous ......................................................................................49

Section 25.1 Governing Law; Severability ..............................................................49

Section 25.2 Execution in Counterparts ............................................................... 50

Section 25.3 Headings and Table of Contents; Section References .......................................50

Section 25.4 Successors and Assigns ...................................................................50

Section 25.5 True Lease ...............................................................................50

Section 25.6 Amendments and Waivers ...................................................................51

Section 25.7 Survival ................................................................................ 51

Section 25.8 Business Days.............................................................................51

Section 25.9 Directly or Indirectly; Performance by Managers ..........................................51

Section 25.10 Incorporation by Reference ..............................................................51

APPENDICES AND EXHIBITS

Exhibit A -- Form of Lease Supplement

Exhibit B-1 -- Form of Net Sublease

Exhibit B-2 -- Form of Full Service Sublease

Appendix A -- Definitions

EQUIPMENT LEASE AGREEMENT

(TRLI 2001-1A)

This Equipment Lease Agreement (TRLI 2001-1A), dated as of May 17, 2001

(this "Lease"), is by and between TRLI 2001-1A Railcar Statutory Trust by State

Street Bank and Trust Company of Connecticut, National Association, not in its

individual capacity except as expressly provided herein, but solely as trustee

under the Trust Agreement, as Lessor, and Trinity Rail Leasing I L.P., a Texas

limited partnership, as Lessee.

In consideration of the mutual agreements herein contained and other

good and valuable consideration, receipt of which is hereby acknowledged, the

parties hereto agree as follows:

SECTION 1. Definitions.

Unless otherwise defined herein or required by the context, all

capitalized terms used herein shall have the respective meanings assigned to

such terms in Appendix A hereto for all purposes of this Lease.

SECTION 2. Acceptance and Leasing of Equipment.

Subject to Section 4 of the Participation Agreement, Lessor hereby

agrees to accept delivery of each Unit from Lessee and to lease such Unit to

Lessee hereunder, and Lessee hereby agrees, immediately following such

acceptance by Lessor, to lease from Lessor hereunder such Unit, such acceptance

by Lessor and lease by Lessee to be evidenced by the execution and delivery by

Lessee and Lessor of a Lease Supplement covering such Unit, all in accordance

with Section 2.3(b) of the Participation Agreement. Lessee hereby agrees that

its execution and delivery of a Lease Supplement covering any Unit shall,

without further act, irrevocably constitute acceptance by Lessee of such Unit

for all purposes of this Lease.

SECTION 3. Term and Rent.

Section 3.1 Lease Term. The basic term of this Lease (the "Basic Term")

shall commence on the Basic Term Commencement Date and, subject to earlier

termination pursuant to Section 10, 11, 15 or 22.1, shall expire at 11:59 p.m.

(Chicago, Illinois time) on the Basic Term Expiration Date. Subject and pursuant

to Section 22.4, Lessee may elect one or more Renewal Terms and, as provided in

Section 22.7 hereof, in certain circumstances a Renewal Term shall be deemed to

have occurred with respect to some or all of the Units.

Section 3.2 Basic Rent. Lessee hereby agrees to pay Lessor Basic Rent

for each Unit throughout the Basic Term applicable thereto in consecutive

monthly installments payable on each Rent Payment Date. Each such monthly

payment of Basic Rent shall be in an amount equal to the product of the

Equipment Cost for such Unit multiplied by the Basic Rent percentage set forth

opposite such Rent Payment Date on Schedule 3-A to the Participation Agreement

(as such Schedule 3-A shall be adjusted pursuant to Section 2.6 of the

Participation Agreement). Schedule 3-B to the Participation Agreement sets forth

the Basic Rent allocated for Federal income tax purposes to each lease period

and calendar year throughout the Basic Term and in addition, sets forth that for

certain months, amounts of Basic Rent shall be allocated to the following and/or

preceding calendar year. Schedule 3-B to the Participation Agreement also sets

forth the application of Basic Rent payments to the calendar year to which such

payments relate. It is the intention of Lessor and Lessee that the allocations

of Basic Rent set forth on Schedule 3-B to the Participation Agreement

constitute specific allocations of fixed rent within the meaning of Treas. Reg.

Section 1.467-1(c)(2)(ii). Stipulated Loss Amounts and Termination Amounts have

been calculated on the basis that (i) any Basic Rents actually due on the date

of such calculation shall not be paid and (ii) any Basic Rents scheduled to have

been paid prior to the date of such calculation are assumed to have been paid

and have been appropriately reflected in such calculations. Lessor and Lessee

agree to include in income and deduct the Basic Rents allocated to each lease

period and calendar year according to Schedule 3-B of the Participation

Agreement. In addition, Lessor and Lessee intend that under no circumstances are

any Basic Rents to be considered related to (i) any period after the calendar

year succeeding the calendar year in which such Basic Rents are payable or any

period before the calendar year preceding the calendar year in which such Basic

Rents are payable or (ii) the period beginning on the Closing Date and ending on

(but not including) August 17, 2001 (the "Basic Rent Holiday").

Notwithstanding anything to the contrary contained herein or in the

Participation Agreement, each installment of Basic Rent (both before and after

any adjustment pursuant to Section 2.6 of the Participation Agreement) shall be,

under any circumstances and in any event, in an amount at least sufficient for

Lessor to pay in full as of the due date of such installment, any payment of

principal of and interest on the Equipment Notes required to be paid by Lessor

pursuant to the Indenture on such due date in accordance with the Scheduled

Amortization.

Section 3.3 Supplemental Rent. Lessee also agrees to pay to Lessor, or

to whosoever shall be entitled thereto, any and all Supplemental Rent, promptly

as the same shall become due and owing, or where no due date is specified,

promptly after demand by the Person entitled thereto, and in the event of any

failure on the part of Lessee to pay any Supplemental Rent, Lessor shall have

all rights, powers and remedies provided for herein or by law or equity or

otherwise as in the case of

nonpayment of Basic Rent. Lessee will also pay, as Supplemental Rent, (i) on

demand, to the extent permitted by applicable law, an amount equal to Late

Payment Interest on any part of any installment of Basic Rent not paid when due

for any period for which the same shall be overdue and on any payment of

Supplemental Rent not paid when due or promptly after demanded for the period

from such due date or demand date, as applicable, until the same shall be paid

and (ii) as and when due in accordance with the Trust Indenture or the

Participation Agreement, any Make-Whole Amount payable with respect to any

Equipment Note, including, without limitation, amounts of Make-Whole Amount due

in the case of the termination of this Lease with respect to any Unit pursuant

to Section 10, in the case of the purchase of any Unit (but not in the case of a

purchase of the Beneficial Interest or if the Equipment Notes are assumed in

accordance with the Operative Agreements) pursuant to Section 22.1 or Section

6.9 of the Participation Agreement, and in the case of any refinancing of the

Equipment Notes pursuant to Section 10.2 of the Participation Agreement. All

Supplemental Rent to be paid pursuant to this Section 3.3 shall be payable in

the type of funds and in the manner set forth in Section 3.5.

Section 3.4 Adjustment of Rent. Lessee and Lessor agree that the Basic

Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values and

Termination Amount percentages and the Early Purchase Price shall be adjusted to

the extent provided in Section 2.6 of the Participation Agreement.

Section 3.5 Manner of Payments. All Rent (other than Supplemental Rent

payable to Persons other than Lessor, which shall be payable to such other

Persons in accordance with written instructions furnished to Lessee by such

Persons, as otherwise provided in any of the Operative Agreements or as required

by law) shall be paid by Lessee to Lessor at its office at 000 Xxxxxx Xxxxxx,

Xxxxxxx Square, Hartford, CT, 06103, Attention: Corporate Trust Administration,

provided, that so long as the Indenture shall not have been discharged pursuant

to the terms thereof, Lessor hereby directs, and Lessee hereby agrees, that all

Rent (excluding Excepted Property) payable to Lessor shall be paid from the

Payment Account directly to the Indenture Trustee at the times and in funds of

the type specified in this Section 3.5 at the office of the Indenture Trustee at

000 X. XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, ABA No. 000000000, Account

608775318, Attn: Xxxxxxxx Xxxxxxxx, Corporate Trust Services Division, Trust

TRLI 2001-1A, or at such other location in the United States of America as the

Indenture Trustee may otherwise direct. All Rent shall be paid by Lessee to the

recipient not later than 11:00 a.m. Chicago, Illinois time on the date of such

payment in funds consisting of lawful currency of the United States of America,

which shall be immediately available. Notwithstanding anything contained in this

Lease to the contrary, any amounts received pursuant to distribution from any of

the Accounts (as such term is defined in the Collateral Agency Agreement) shall

for all purposes hereof be deemed payment in satisfaction of the related

obligation hereunder to which such distribution relates and any failure by

Lessor, the Indenture Trustee or any Indemnified Party to receive from the

Collateral Agent the full amount of any such distribution measured by reference

to Basic Rent, Supplemental Rent or any component thereof shall be deemed a

failure by Lessee to pay such Basic Rent or Supplemental Rent hereunder, as the

case may be.

SECTION 4. Ownership and Marking of Equipment.

Section 4.1 Retention of Title. Lessor shall and hereby does retain

full legal title to and beneficial ownership of each Unit notwithstanding the

delivery to and possession and use of such Unit by Lessee hereunder or any

Sublessee under any sublease permitted hereby.

Section 4.2 Duty to Number and Xxxx Equipment. With respect to the

Units to be delivered on the Closing Date, Lessee represents that Manager has

caused, and as soon as practicable after the date on which a Lease Supplement is

executed and delivered in respect of a Replacement Unit pursuant to Section

11.4(b), Lessee will cause, each Unit to be numbered with its reporting xxxx

shown on the Lease Supplement dated the date on which such Unit was delivered

and covering such Unit, and will from and after such date keep and maintain,

plainly, distinctly, permanently and conspicuously marked by a plate or stencil

printed in contrasting colors upon each side of each Unit, 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 Lessor's right, title and interest in and

to such Unit, its rights under this Lease and the rights of the Indenture

Trustee. Except as provided hereinabove, Lessee will not place any such Units in

operation or exercise any control or dominion over the same until the required

legend shall have been so marked on both sides thereof, and will replace

promptly any such word or words in such legend which may be removed, defaced,

obliterated or destroyed. In the event of a change in the reporting xxxx of any

Unit, within 60 days after a Responsible Officer of the Manager has received

notice of any such changed xxxx, a statement of the new reporting xxxx to be

substituted therefor shall be delivered by Lessee to Lessor and, so long as the

Indenture shall not have been discharged pursuant to its terms, to the Indenture

Trustee. As soon as practicable after the delivery of such statement a

supplement to this Lease and, if not so discharged, the Indenture, with respect

to such new reporting marks, shall be filed or recorded in all public offices

where this Lease and the Indenture shall have been filed or recorded and in such

other places, if any, where Lessor and, so long as the Indenture shall not have

been

discharged pursuant to its terms, the Indenture Trustee may reasonably request

in order to protect, preserve and maintain its right, title and interest in the

Units. The costs and expenses of all such supplements, filings and recordings

shall be borne by Lessee.

Section 4.3 Prohibition Against Certain Designations. Except as above

provided, Lessee will not allow the name of any Person to be placed on any Unit

as a designation that might reasonably be interpreted as a claim of ownership;

provided, however, that, subject to the delivery of the statement of new

reporting marks specified in Section 4.2, Lessee may cause any Unit to be

lettered with the names or initials or other insignia customarily used by Lessee

or any Sublessee or any of their respective Affiliates on railroad equipment

used by it of the same or a similar type for convenience of identification of

the right of Lessee to use such Unit hereunder or any Sublessee to use such Unit

pursuant to a Permitted Sublease.

SECTION 5. Disclaimer of Warranties.

Section 5.1 Disclaimer of Warranties. Without waiving any claim Lessee

may have against any seller, supplier or manufacturer, LESSEE ACKNOWLEDGES AND

AGREES THAT (i) EACH UNIT IS OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE

SELECTED BY AND ACCEPTABLE TO LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS

SUITABLE FOR ITS PURPOSES AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER

LESSOR NOR OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH

KIND OR HAS INSPECTED THE UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE,

(iv) EACH UNIT IS LEASED HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND

GOVERNMENTAL REGULATIONS NOW IN EFFECT OR HEREAFTER ADOPTED AND (v) LESSOR

LEASES AND LESSEE TAKES EACH UNIT "AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN

WHATEVER CONDITION IT MAY BE, AND LESSEE ACKNOWLEDGES THAT NEITHER LESSOR, AS

LESSOR OR IN ITS INDIVIDUAL CAPACITY, NOR OWNER PARTICIPANT MAKES NOR SHALL BE

DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS,

WARRANTIES OR REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE,

CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION,

MERCHANTABILITY THEREOF OR AS TO THE TITLE OF ANY UNIT, THE QUALITY OF THE

MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM

FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR

OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY

OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED

REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR

AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that

Lessor, in its individual capacity, represents and warrants that on the Closing

Date, Lessor shall have received whatever title to each Unit as was conveyed to

Lessor by Lessee and each Unit will be free of Lessor's Liens attributable to

Lessor and provided that the foregoing disclaimer in clause (v) shall not extend

to Owner Participant's representation and warranty contained in Section 3.5(e)

of the Participation Agreement. Lessor hereby appoints and constitutes Lessee

its agent and attorney-in-fact during the Lease Term to assert and enforce, from

time to time, in the name and for the account of Lessor and Lessee, as their

interests may appear, but in all cases at the sole cost and expense of Lessee,

whatever claims and rights Lessor may have as owner of each Unit against the

manufacturers or any prior owner thereof; provided, however, that if at any time

a Lease Event of Default shall have occurred and be continuing, at Lessor's

option, such power of attorney shall terminate, and Lessor may assert and

enforce, at Lessee's sole cost and expense, such claims and rights. Lessee's

delivery of a Lease Supplement shall be conclusive evidence as between Lessee

and Lessor that all Units described therein are in all the foregoing respects

satisfactory to Lessee, and Lessee will not assert any claim of any nature

whatsoever against Lessor based on any of the foregoing matters.

Section 5.2 Rights Under Existing Equipment Subleases. Unless a Lease

Event of Default shall have occurred and be continuing under Section 14 and

Lessor shall have given written notice to Lessee, Lessor agrees to make

available to Lessee such rights as Lessor may have, and Lessee shall be entitled

to exercise all rights of Lessor under, each Sublease.

SECTION 6. Return of Equipment; Storage.

Section 6.1 Return; Holdover Rent. (a) Not less than 180 days prior to

the end of the Basic Term or the end of any Renewal Term, if Lessee has elected

to return the Units under Section 22.2, Lessee will provide Lessor with a list

of not less than ten (10) alternative storage locations ("Storage Locations")

used for the storage of rolling stock within the Contiguous United States

sufficient to store the Units and the available storage capacities of such

locations. Unless Lessee shall have purchased the Units pursuant to Section 22

of this Lease or pursuant to Section 6.9 of the Participation Agreement, not

less than 90 days prior to the end of the Lease Term, Lessor will give Lessee

irrevocable notice of its decision either to take possession of or store the

Units. If Lessor shall have decided to take possession of the Units, the terms

of Section 6.1(b) will apply. If Lessor shall have decided to store the Units,

the terms of Section 6.1(c) will apply.

(b) Unless Lessee shall have purchased the Units pursuant to Section 22

of this Lease or pursuant to Section 6.9 of the Participation Agreement, if

Lessor shall have decided to take possession of the Units, Lessee will, at its

sole risk and expense, deliver possession of the Units at any storage location,

f.o.b. such

location, (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in

the absence of such agreement as Lessor may reasonably select by written notice

to Lessee on or before the 90th day before the end of the Lease Term; provided,

that (x) with respect to all Units being so delivered, there shall be no more

than ten (10) locations (each of which shall be located within the Contiguous

United States and shall have adequate storage capacities) and (y) Lessor's

notice shall specify the total number and type of Units to be delivered to each

location.

Section 22 of this Lease or pursuant to Section 6.9 of the Participation

Agreement, if Lessor shall have elected to store the Units upon the expiration

of the Lease Term with respect thereto, Lessee shall store the Units free of

charge and at the risk and expense of Lessee for a period (the "Storage Period")

beginning, for any particular Storage Location, on the expiration of the Lease

Term for such Units (the "Storage Period Commencement Date") and ending not more

than 60 days thereafter. On or before the 90th day before the end of the Lease

Term, Lessor shall provide Lessee with written notice designating its choices

from among the Storage Locations provided by Lessee pursuant to Section 6.1(a).

Any storage provided by Lessee during the Storage Period shall be at the sole

risk and expense of Lessee, and Lessee shall maintain the insurance required by

Section 12.1 with respect to all stored Units. During the Storage Period, Lessee

will permit Lessor or any Persons designated by it, including the authorized

representative or representatives of any prospective purchaser or user of such

Units, to restencil the marks on such Units and to inspect the same during

Lessee's normal business hours upon at least three Business Days' prior written

or telephonic notice; provided, however, that such inspection and restenciling

shall not interfere with the normal conduct of Lessee's business; and provided,

further, that (x) such inspection and restenciling shall be at such Person's own

risk and expense, (y) Lessee shall be indemnified by Lessor against any loss or

damage incurred by it in connection with any such inspection or restenciling by

such Person and (z) Lessee (except in the case of Lessee's gross negligence or

willful misconduct) shall not be liable for any injury to, or the death of, any

person exercising, either on behalf of Lessor or any prospective purchaser or

user, the rights of inspection and restenciling granted pursuant hereto. Lessee

shall not be required to store any Unit after the Storage Period. If Lessee does

store any Unit after the expiration of the Storage Period, such storage shall be

at the sole risk and expense of Lessor.

(ii) Upon the request and direction of Lessor (and at Lessor's sole

risk and expense), on not more than one occasion with respect to each stored

Unit and upon not less than 15 days' prior written notice from Lessor to Lessee,

Lessee will, on or before the expiration of the Storage Period, transport such

Unit to any railroad interchange point or points within the Contiguous United

States on any railroad lines or to any connecting carrier for shipment (with

appropriate instructions to cause such Unit to be transported to such locations

in the Contiguous United States as Lessor shall direct), whereupon Lessee shall

have no further liability or obligation with respect to such Unit.

(iii) Upon receipt of Lessor's written notice designating its choices

from among the alternative Storage Locations provided by Lessee under Section

6.1(a), Lessee shall have the option to store such Units at such Storage

Locations as it shall choose in which case the Storage Period shall be at the

sole risk and expense of Lessee for a period of 60 days, during which period

Lessee shall be obligated to insure such Units as provided in Section 12. Upon

receipt of such notice, Lessee will promptly give notice to Lessor of the

locations at which Lessee will store such Units. If Lessee shall exercise such

option, Lessee shall on or before the expiration of the Storage Period transport

the Units to any railroad interchange point or points within the Contiguous

United States on any railroad lines or to any connecting carrier for shipment

(with appropriate instructions to cause such Units to be transported to such

locations (provided that such Units shall be transported to no more than ten

(10) locations, each having adequate storage capacity) designated by Lessor upon

not less than 15 days' prior written notice). The movement of any Unit from such

Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to

an interchange point thereafter designated by Lessor in accordance with the

foregoing sentence will be at the risk and expense of Lessor; provided, however,

that any incremental costs associated with movement from the storage facility

designated by Lessee pursuant to this clause (iii) over the costs that would be

incurred in movement from the storage facility designated by Lessor pursuant to

Section 6.1 (a) shall be for the account of Lessee. During any Storage Period,

Lessee shall store the Units in such manner as the Manager normally stores

similar units of railroad equipment owned or managed by it.

(d) Upon the latest of (i) expiration of the Lease Term with respect to

a Unit, (ii) tender of such Unit at the location determined in accordance with

Section 6.1(b) or, as applicable, the tender of such Unit for storage in accor-

dance with Section 6.1(c) and (iii) compliance by such Unit with Section 6.2,

this Lease and the obligation to pay Basic Rent for such Unit accruing

subsequent to the expiration of the Lease Term with respect to such Unit shall

terminate.

(e) In the event any Unit is not (i) returned to Lessor in accordance

with the provisions of Section 6.1(b) on the last day of the Lease Term with

respect thereto, or, if requested by Lessor pursuant to Section 6.1(c),

delivered and stored on such last day of the Lease Term, and, in either case, in

the condition specified in Section 6.2 or (ii) deemed automatically renewed in

accordance with the provisions of Section 22.7, the Lease with respect to such

Unit shall continue in effect and Lessee shall pay to Lessor for each such day

from the scheduled expiration of the Lease Term with respect to such Unit until

the date on which such Unit is returned to Lessor in accordance with the

provisions of Section 6.1(b) and in the condition specified in Section 6.2, an

amount equal to the daily equivalent of the average Basic Rent for the Basic

Term or the Renewal Term, as applicable, to such

Unit. Notwithstanding the foregoing, nothing in this Section 6.1(e) shall be

construed as permitting or authorizing Lessee to fail to meet, or be construed

as Lessor consenting to or waiving any failure by Lessee to perform, Lessee's

obligation to return the Units in accordance with the requirements of this

Lease. Nothing herein shall be in abrogation of Lessor's right to terminate this

Lease under Section 15 as a result of such failure or to have such Unit returned

to it for possession or storage.

Section 6.2 Condition of Equipment. Each Unit when returned to Lessor

pursuant to Section 6.1 shall be (i) capable of performing the functions for

which it was designed, with all loading and unloading components operating in

good working order with allowance for normal wear and tear, (ii) suitable for

continued commercial use in the commodity last carried immediately prior to such

return, (iii) suitable for use in interchange in accordance with then applicable

Federal regulations, the Field Manual of the AAR, the Interchange Rules and FRA

rules and regulations, (iv) in all material respects in the condition required

by Section 8.1, (v) in conformance with any requirement pertaining to warranties

of the manufacturer of the Units during the warranty period, (vi) empty, (vii)

unless industry custom or practice indicates to the contrary, steam cleaned or

otherwise cleaned in a comparable commercially acceptable manner and (viii) free

and clear of all Liens except Lessor's Liens. All logs, records, books and other

materials, or appropriate copies of any thereof, relating to the maintenance of

such Unit shall, upon Lessor's request, be delivered to Lessor or its designee

upon the return of such Unit. Lessor shall have the right to inspect any Unit

that is returned pursuant to Section 6.1 to ensure that such Unit is in

compliance with the conditions set forth in this Section 6.2, at Lessor's sole

cost, expense and risk (including, without limitation, the risk of personal

injury or death), by its authorized representatives, during Lessee's normal

business hours and upon reasonable prior notice to Lessee; provided, however,

that Lessee shall not be liable for any injury to, or the death of, any Person

exercising, on behalf of Lessor, the rights of inspection granted under this

Section 6.2 unless caused by Lessee's gross negligence or willful misconduct;

and further provided, that if such Unit is not in compliance with the conditions

set forth in this Section 6.2, then Lessee will (i) promptly take such steps as

are necessary to bring such Unit in compliance with the conditions set forth in

this Section 6.2 and (ii) pay the reason-able cost and expense of the original

inspection of such Unit and any reinspection of such Unit conducted by Lessor

required because of such non-compliance with Section 6.2. No inspection pursuant

to this Section 6.2 shall interfere with the normal conduct of Lessee's business

or the normal conduct of any Sublessee's business, and Lessee shall not be

required to undertake or incur any additional liabilities in connection

therewith. A Unit shall not be deemed to have been returned to Lessor for

purposes of this Lease unless and until it is in compliance with the conditions

set forth in this Section 6.2.

SECTION 7. Liens.

Lessee will not directly or indirectly create, incur, assume, permit or

suffer to exist any Lien on or with respect to any Unit or Lessee's leasehold

interest therein under this Lease, except Permitted Liens, Lessor's Liens and

Liens described in Section 6.4(a) and 6.4(b) of the Participation Agreement.

Lessee shall promptly, at its own expense, take such action or cause such action

to be taken as may be necessary to duly discharge (or bond to the reasonable

satisfaction of Lessor and Indenture Trustee) any such Lien not excepted above

if the same shall arise at any time.

SECTION 8. Maintenance; Possession; Compliance with Laws.

Section 8.1 Maintenance and Operation. (a) Lessee, at its own cost and

expense, shall maintain, repair and keep each Unit, or cause the Manager under

the Management Agreement to maintain, repair and keep each Unit, (i) according

to prudent industry practice and in all material respects, in good working

order, and in good physical condition for railcars of a similar age and usage,

normal wear and tear excepted, (ii) in a manner in all material respects

consistent with maintenance practices used by the Manager or, with respect to

any Equipment subject to an Existing Equipment Sublease that is a Net Sublease,

the applicable Sublessee, as applicable, in respect of railcars owned or managed

by the Manager or, with respect to any Equipment subject to an Existing

Equipment Sublease that is a Net Sublease, the applicable Sublessee, as

applicable, similar in type to such Unit, (iii) in accordance in all material

respects with all manufacturer's warranties in effect and in accordance with all

applicable provisions, if any, of insurance policies required to be maintained

pursuant to Section 12 and (iv) in compliance in all material respects with any

applicable laws and regulations from time to time in effect, including, without

limitation, the Field Manual of the AAR, FRA rules and regulations and

Interchange Rules as they apply to the maintenance and operation of the Units in

interchange regardless of upon whom such applicable laws and regulations are

nominally imposed; provided, however, that, so long as the Manager or, with

respect to any Equipment subject to an Existing Equipment Sublease, the

applicable Sublessee, as applicable, is similarly contesting such law or

regulation with respect to all other similar equipment owned or operated by

Manager or, with respect to any Equipment subject to an Existing Equipment

Sublease, the applicable Sublessee, as applicable, Lessee may, in good faith and

by appropriate proceedings diligently conducted, contest the validity or

application of any such standard, rule or regulation in any reasonable manner

which does not materially interfere with the use, possession, operation or

return of any of the Units or materially adversely affect the rights or

interests of Lessor and the Indenture Trustee in the Units or hereunder or

other-wise expose Lessor, the Indenture Trustee or any Participant to criminal

sanctions or release Lessee from the obligation to return the Units in

compliance with the provisions of Section 6.2; provided further, that Lessee

shall promptly notify Lessor and Indenture Trustee in reasonable detail of any

such contest. In no event shall

Lessee discriminate in any material respect as to the use or maintenance of any

Unit (including the periodicity of maintenance or recordkeeping in respect of

such Unit) as compared to equipment of a similar nature which the Manager owns

or manages. Lessee will maintain in all material respects all records, logs and

other materials required by relevant industry standards or any governmental

authority having jurisdiction over the Units required to be maintained in

respect of any Unit, all as if Lessee were the owner of such Units, regardless

of whether any such requirements, by their terms, are nominally imposed on

Lessee, Lessor or Owner Participant.

(b) Without the written waiver or consent of Lessor (which waiver or

consent will not be unreasonably withheld), Lessee shall not change, or permit

any Sublessee to change, a DOT/AAR classification (as provided for in 49 C.F.R.

Part 179 or any successor thereto), or permit any Sublessee to operate any Unit

under a different DOT/AAR classification, from that classification in effect for

such Unit on the Closing Date, except for any change in tank test pressure

rating provided such change does not increase the pressure rating of the Unit

above the tank test pressure to which the Unit was manufactured; provided

however, that in the event Lessor shall not have provided Lessee with a written

waiver or consent to such a reclassification or operation of any Unit within 10

Business Days after receipt of Lessee's written request therefor (or Lessor

expressly rejects such a request by Lessee), Lessee may elect to replace such

Unit in accordance with and subject to the provisions of Sections 11.2(i), 11.3

and 11.4.

Section 8.2 Possession and Use. Lessee shall be entitled to the

possession of the Units and to the use of the Units by it or any Affiliate in

the United States and, subject to the remaining provisions of this Section 8.2

and Section 8.3, Canada and Mexico, only in the manner for which it was designed

and intended and so as to subject it only to ordinary wear and tear. In no event

shall Lessee use, store or permit the use or storage of any Unit in any

jurisdiction not included in the insurance coverage required by Section 12. The

Units shall be used primarily on domestic routes in the United States, and in no

event shall more than forty percent (40%) of the Units and the Other Units (as

determined by mileage records and measured annually on a calendar year basis) be

used outside the Contiguous United States at the same time. Nothing in this

Section 8.2 shall be deemed to constitute permission by Lessor to any Person

that acquires possession of any Unit to take any action inconsistent with the

terms and provisions of this Lease or any of the other Operative Agreements.

Section 8.3 Sublease. Lessee shall be entitled, without the prior

approval of Lessor, to enter into a sublease, car contract or other contract

granting permission for the use of a Unit to:

(i) a railroad company or companies (that is not a Credit Bankrupt,

Trinity or any Affiliate of Trinity) organized under the laws of the United

States of America or any state thereof or the District of Columbia, Canada or

any province thereof, or Mexico or any state thereof, upon lines of railroad

owned or operated by such railroad company or companies or over which such

railroad company or companies have trackage rights or rights for operation of

their trains, and upon connecting and other carriers in the usual interchange of

traffic;

(ii) responsible companies (i.e., a company with which the Manager

would do business in the ordinary course of its business with respect to

railcars which it owns or manages) (other than railroad companies, Trinity,

Affiliates of Trinity or Credit Bankrupts) for use in their business; or

(iii) wholly-owned Subsidiaries of Trinity organized under the laws of

(x) Canada or any political subdivision thereof (each a "Canadian Affiliate") or

(y) Mexico or any political subdivision thereof (each a "Mexican Affiliate")

(subleases to any of such sublessees referred to in clauses (i), (ii) or (iii)

of this Section 8.3 being herein referred to as "Permitted Subleases");

provided, however, that Lessee shall not (A) sublease to a sublessee organized

under the laws of Mexico or any state thereof (a "Mexican Sublessee") if, after

giving effect to such sublease, the percentage of Units, Other Units and Pledged

Units in the aggregate (as measured by number of Units, Other Units and Pledged

Units and not mileage records) subleased to Mexican Sublessees exceeds the

lesser of (I) 7% (or, with Rating Agency Confirmation, 20%) of the Units, Other

Units and the Pledged Units in the aggregate, or (II) the percentage of railcars

leased or subleased to Mexican Sublessees in the Total Managed Fleet, and (B)

sublease more than 50 Units and Other Units to any single Mexican Sublessee

(other than (x) with Rating Agency Confirmation, to a Mexican Affiliate or (y) a

Mexican Sublessee (I) with a credit rating of at least BBB and Baa2 as

determined by S&P and Xxxxx'x, respectively (or, in the event that either S&P or

Xxxxx'x shall not or cease to provide a credit rating for such entity, a credit

rating of at least BBB or Baa2 by S&P or Xxxxx'x, as the case may be) or (II)

with a full, unconditional irrevocable guaranty from such Mexican Sublessee's

parent with a credit rating at least BBB and Baa2 as determined by S&P and

Xxxxx'x, respectively, or (III) with a letter of credit from a provider with a

credit rating at least A+ or A1 as determined by S&P and Xxxxx'x, respectively),

provided, further, that Lessee shall not at any time sublease more than 20% (or,

with Rating Agency Confirmation, 30%) of the Units and the Other Units (as

measured by number of Units and Other Units and not mileage records) in the

aggregate to Canadian Affiliates, provided, further, that any Unit subleased to

a Canadian Affiliate or a Mexican Affiliate shall be sub-subleased to Persons of

type described in clause (i) or (ii) above pursuant to a sub-sublease containing

terms and conditions similar in all material respects to the applicable sublease

between Lessee and the applicable Canadian Affiliate or Mexican Affiliate and,

provided, further, that no sub-sublease may provide greater rights to the

sub-sublessee than those provided to the sublessee in the related sublease.

Each Sublease (and to the extent permitted, sub-sublease) other than

Existing Equipment Subleases shall include appropriate provisions so that such

sublease (i) shall require the payment of rent (x) in dollars (y) at Fair Market

Rental Value and (z) not disproportionately in the earlier term of the sublease

compared to in the later term of the sublease; (ii) shall not permit any

sub-subleasing (or in the case of any sub-sublease, any subleasing), other than

(A) sub-subleases by Canadian Affiliates or Mexican Affiliates to Persons of the

type described in clauses (i) or (ii) of the immediately preceding paragraph

containing terms and conditions similar in all material respects to the

applicable sublease between Lessee and the applicable Canadian Affiliate or

Mexican Affiliate, (B) "single trip" subleases or (C) sub-subleases by Permitted

Sublessees so long as such sub-sublease is (X) of a term of not more than one

year, (Y) subject and subordinate to the Sublease and (Z) to a sub-sublessee and

on terms such that it would be a Permitted Sublease if it were entered into

directly by the Partnership and shall not permit any sub-sub-sub leasing, (iii)

provide that the rights of the Sublessee to offset or otherwise set-off against

amounts due to Lessee from any such Sublessee under the applicable Sublease be

limited to matters arising under the Sublease (except that the Sublessee may

offset or otherwise set off amounts due to the Marks Company Trustee under the

Sublease), (iv) without regard to the payment of Basic Rent or the Lease Term,

shall not include any term or provision which is inconsistent with the terms and

conditions of this Lease or which could reasonably be expected to result in

material adverse consequences to Lessor, any Participant or the Indenture

Trustee (it being agreed that a sublease substantially in the form attached as

Exhibit B-1 or Exhibit B-2 satisfies the provisions of this sentence) and (v)

does not have a term which extends three years beyond the later of (i) the Basic

Term Expiration Date or (ii) if applicable, the end of any Renewal Term then in

effect.

Lessee will use commercially reasonable efforts to have each Sub-lease

other than Existing Equipment Subleases (i) provide that such Sublease and all

rights of the Sublessee (and of any other person claiming or who may hereafter

claim under or through the Sublessee) under such Sublease, including any

purchase options of the Sublessee thereunder, be made subject and subordinate to

the terms of this Lease and (ii) be substantially in the form attached as

Exhibit B-1 or Exhibit B-2.

Notwithstanding the foregoing, in no event shall Lessee or any of its

Affiliates be required to take any action to perfect any security interest which

any Person may have in any Sublease, other than the filing of a UCC-1 Financing

Statement against the Partnership in the jurisdiction in which the Partnership's

chief executive office is located and in the Partnership's jurisdiction of

formation covering all Subleases generally.

No sublease entered into by Lessee hereunder shall relieve Lessee of

any liability or obligation hereunder, which shall be and remain those of a

principal and not a surety. Nothing in this Section 8.3 shall be deemed to

constitute permission to any Person in possession of any Unit pursuant to any

such sublease to take any action inconsistent with the terms and provisions of

this Lease or any of the other Operative Agreements. As used in this Section

8.3, "sublease" as a noun means a sublease, car contract or other contract

granting permission for the use of a Unit and "sublease" as a verb means to

enter into any of the foregoing.

SECTION 9. Modifications.

Section 9.1 Required Modifications. In the event a Required

Modification to a Unit is required, Lessee agrees to make such Required

Modification at its own expense; provided, however, that Lessee may, in good

faith and by appropriate proceedings diligently conducted, contest the validity

or application of any such law, regulation, requirement or rule in any

reasonable manner which does not materially interfere with the use, possession,

operation or return of any Unit or materially adversely affect the rights or

interests of Lessor or the Indenture Trustee in the Units or hereunder or

otherwise expose Lessor, the Indenture Trustee or any Participant to criminal

sanctions or relieve Lessee of the obligation to return the Units in compliance

with the provisions of Section 6.2; provided, further, that, with respect to a

Unit subject to a Full Service Sublease, the Manager, and with respect to a Unit

subject to a Net Sublease, the Sublessee, as applicable, is similarly contesting

such law, regulation, requirement or rule with respect to all other similar

equipment owned or operated by the Manager or the Sublessee, as applicable.

Title to any Required Modification shall immediately vest in Lessor.

Notwithstanding anything herein to the contrary, if Lessee, on a

non-discriminatory basis, determines in its reasonable judgment (as evidenced by

an Officer's Certificate of Lessee to such effect, confirmed by an Officer's

Certificate of the Manager) that any Required Modification to a Unit would be

economically impractical and the Manager certifies that it has made a similar

determination with respect to similar railcars in similar circumstances which

are part of the Manager's Fleet, in lieu of making the Required Modification as

provided above, Lessee may provide written notice of such determination to

Lessor in such Officer's Certificate and treat such Unit as if an Event of Loss

had occurred as of the date of such written notice with respect to such Unit and

in such event the provisions of Sections 11.2(ii), 11.3 and 11.4 shall apply

with respect to such Unit except that the amount payable under Section

11.2(ii)(a) as a result of such determination shall be an amount equal to the

greater of the Fair Market Sales Value or Stipulated Loss Amount of such Unit;

provided that there shall also be included in such Officer's Certificate a

statement of how Lessee intends to meet the financial obligations imposed under

said Sections 11.2, 11.3 and 11.4 with respect to such Units.

Section 9.2 Optional Modifications. Lessee at any time may or may

permit a Sublessee to, in its discretion and at its own or such Sublessee's cost

and

expense, modify, alter or improve any Unit in a manner which is not required by

Section 9.1 (a "Modification"); provided that no Modification shall diminish the

fair market value, utility, capacity, residual value or remaining economic

useful life of such Unit below the fair market value, utility, capacity,

residual value or remaining economic useful life thereof immediately prior to

such Modification, in more than a de minimis respect, assuming such Unit was

then at least in the condition required to be maintained by the terms of this

Lease. Title to any Non-Severable Modification shall be immediately vested in

Lessor. Title to any Severable Modification (other than Required Modifications)

shall remain with Lessee or the Sublessee as applicable. If Lessee shall at its

cost cause such Severable Modifications (other than Required Modifications) to

be made to any Unit, Lessor shall have the right, upon 90 days prior written

notice in the case of the return of such Unit pursuant to Section 6.1, to

purchase any such Severable Modifications (other than Severable Modifications

consisting of proprietary or communications equipment) title to which is held by

Lessee at their then Fair Market Sales Value (taking into account their actual

condition). If Lessor does not so elect to purchase such Severable

Modifications, Lessee may remove such Severable Modifications at Lessee's cost

and expense, and if requested (which request shall be made by not less than 90

days prior written notice in the case of a return other than pursuant to Section

15.6) by Lessor will so remove such Severable Modifications at Lessee's cost and

expense, and Lessee shall, at its expense, repair any damage resulting from the

removal of any such Severable Modifications in a manner consistent with Section

8.1. If Lessee has not removed any Severable Modification prior to the return of

the related Unit as provided herein, title to such Severable Modification shall

pass to Lessor as of the date of such return.

Section 9.3 Removal of Property; Replacements. Lessee may, in the

ordinary course of maintenance or repair of any Unit, remove any item of

property constituting a part of such Unit, and unless the removal of such item

is required by Section 9.1 hereof, Lessee shall replace such item as promptly as

practicable by an item of property that is free and clear of all Liens (other

than Permitted Liens) and in as good operating condition as, and with a fair

market value, utility, capacity, residual value and remaining economic useful

life at least equal to, the item of property being replaced, assuming that such

replaced item was in the condition required to be maintained by the terms of

this Lease. Any item of property removed from such Unit in the ordinary course

of maintenance and repair as provided in the preceding sentence shall remain the

property of Lessor until replaced in accordance with the terms of such sentence,

but shall then, without further act, become the property of Lessee. Any

replacement property which is incorporated into a Unit in the ordinary course of

maintenance and repair shall, without further act, become the property of Lessor

and be deemed part of such Unit for all purposes hereof.

SECTION 10. Voluntary Termination.

Section 10.1 Right of Termination. Lessee shall have the right, at its

option at any time or from time to time during the Basic Term on or after the

seventh anniversary of the Basic Term Commencement Date to terminate the Lease

with respect to any or all of the Units(provided that, if such termination is

for less than all Units in a Functional Group across the Partnership Fleet,

Lessee shall exercise such termination hereunder and under the comparable

provisions contained in the Other Lease (i) with respect to at least 50 railcars

in the aggregate of the type included in such Functional Group, (ii) no fewer

than 25 railcars of the type included in such Functional Group shall in the

aggregate remain subject to this Lease and the Other Lease, (iii) such

termination shall be made hereunder and under the Other Lease pro rata in

accordance with the number of units in such Functional Group subject to each

such lease and (iv) the determination as to which Units are subject to

termination shall otherwise be made by Lessee on a random basis without

discrimination based on maintenance status, operating condition of the Units in

question or otherwise) (the "Terminated Units") if (x) Lessee determines in good

faith (as evidenced by a certified copy of a resolution adopted by the General

Partner's Board of Directors and a certificate executed by the Chief Financial

Officer of the General Partner and the Chief Financial Officer of the Manager)

that such Units have become obsolete or surplus to Lessee's requirements, (y)

Lessor has received an Officer's Certificate from Lessee and the Manager to the

effect that there has been no discrimination in the selection of the Terminated

Units when measured against the other Units and the Manager's Fleet, and that,

following the termination of this Lease with respect to the Terminated Units,

the Units remaining subject to this Lease will constitute a pool of Units which

is of a sufficient quantity and quality to sustain over the remaining Basic Term

the Coverage Ratios applicable at the time of such termination and (z) Lessee

delivers at least 120 days' prior notice to Lessor and the Indenture Trustee (i)

specifying a proposed date of termination for such Units (the "Termination

Date"), which date shall be a Rent Payment Date, any such termination to be

effective on the Termination Date upon Lessee's compliance with this Section 10,

and (ii) if some but less than all of the Units in a Functional Group are

designated as Terminated Units, describing in such Officer's Certificate the

nondiscriminatory manner in which Lessee proposes to determine which Units in

that Functional Group are to be Terminated Units. Notwithstanding anything

herein contained to the contrary, there shall be no determination that a Unit is

surplus or obsolete for purposes of this Lease if, on the Termination Date, such

Unit is subject to a Sublease. Except as expressly provided otherwise herein,

there will be no conditions to Lessee's right to terminate this Lease with

respect to the Terminated Units pursuant to this Section 10.1. So long as (a)

Lessor shall not have given Lessee a notice of election to retain the Terminated

Units in accordance with Section 10.3 or (b) notice of prepayment of the

Equipment Notes shall not have been given pursuant to Section 2.10 of the

Indenture, Lessee may withdraw the termination notice referred to above at any

time prior to the 60th day prior to the scheduled Termination Date, whereupon

this Lease shall continue in full force and effect; provided that Lessee may not

exercise its right to withdraw a termination notice more than once annually or

more than four times during the Basic Term (irrespective of which Units are

covered thereby). Lessee

agrees that whether or not it withdraws a termination notice it will reimburse

Lessor, each Participant and the Indenture Trustee on an After Tax Basis for all

reasonable out-of-pocket costs and expenses (including reasonable legal fees and

expenses) incurred by any thereof in connection with such termination or

proposed termination.

Section 10.2 Sale of Equipment. During the period from the date of such

notice given pursuant to Section 10.1 to the Termination Date, Lessee, as

non-exclusive agent for Lessor and, except as provided in Section 10.3, at

Lessee's sole cost and expense, shall use reasonable best efforts to obtain bids

from Persons other than Lessee or Affiliates thereof for the cash purchase of

the Terminated Units, and Lessee shall promptly, and in any event at least five

Business Days prior to the proposed date of sale, certify to Lessor in writing

the amount and terms of each such bid, the proposed date of such sale and the

name and address of the party submitting such bid. Unless Lessor shall have

elected to retain the Terminated Units in accordance with Section 10.3, on the

Termination Date: (i) Lessee shall deliver the Terminated Units (excluding any

optional Severable Modifications removed by Lessee pursuant to Section 9.2) to

the bidder (which shall not be Lessee or an Affiliate of Lessee (for the

avoidance of doubt the bidder may be a Customer, or a customer of the Manager,

and neither the Manager nor any Affiliate shall be prohibited from managing the

Units for such bidder after the purchase by such bidder)), which shall have

submitted the highest cash bid prior to such date (or to such other bidder as

Lessee and Lessor shall agree) and (ii) subject to the prior or concurrent

receipt (x) by Lessor of all amounts owing to Lessor pursuant to the next

sentence and (y) by the Persons entitled thereto of all unpaid Supplemental Rent

due on or before the Termination Date, Lessor shall, without recourse or

warranty (except as to the absence of any Lessor's Lien) simultaneously

therewith transfer all of its right, title and interest in and to the Terminated

Units to such bidder. The net proceeds of sale realized at such sale shall be

paid to and retained by Lessor and, in addition, on the Termination Date, Lessee

shall pay to Lessor (A) all Basic Rent with respect to such Terminated Units due

and payable prior to the Termination Date (exclusive of any Basic Rent due on

such date), (B) the excess, if any, of (1) the Termination Amount for the

Terminated Units computed as of the Termination Date over (2) the net cash sales

proceeds (after the deduction of all reasonable costs and expenses (including

any applicable sales, transfer or similar taxes) of Lessor and Owner Participant

in connection with such sale) of the Terminated Units, (C) an amount equal to

the Make-Whole Amount and any unpaid Late Payment Premium in respect of the

principal amount of the Equipment Notes to be prepaid in accordance with Section

2.10(a) of the Indenture and (D) all other Rent (exclusive of any Basic Rent due

on such date) then due and payable hereunder (which shall include, without

limitation, the Accumulated Equity Deficiency Amount (without duplication of

amounts calculated above) and Late Payment Interest related thereto), so that,

after receipt and application of all such payments, but without withdrawal from

any Reserve Account, Owner Participant shall be entitled under the terms of the

Collateral Agency Agreement to receive, and does receive, taking into account

all payments of Basic Rent, in respect of all such Units, the sum of the

Accumulated Equity

Deficiency Amount and Late Payment Interest related thereto and any other

amounts then due to Owner Participant. If no sale shall have occurred, whether

as a result of Lessee's failure to pay all of the amounts hereinabove required

or otherwise, this Lease shall continue in full force and effect with respect to

such Units and Lessee agrees to reimburse Lessor, each Participant and the

Indenture Trustee for all reasonable costs and expenses (including reasonable

legal fees and expenses) incurred by any thereof in connection therewith;

provided that if such sale shall not have occurred solely because of Lessee's

failure to pay the amounts hereinabove required, Lessee shall have no further

right to terminate this Lease with respect to such Units. Lessee, in acting as

agent for Lessor, shall have no liability to Lessor for failure to obtain the

best price, shall act in its sole discretion and shall be under no duty to

solicit bids publicly or in any particular market. Lessee's sole interest in

acting as agent shall be to use its reasonable best efforts to sell the Units at

the highest price then obtainable consistent with the terms of this Lease. Owner

Participant shall have the right, but not the obligation, to obtain bids either

directly or through agents other than Lessee.

Section 10.3 Retention of Equipment by Lessor. Notwithstanding the

provisions of Sections 10.1 and 10.2, Lessor may irrevocably elect by written

notice to Lessee, not later than 60 days after receipt of Lessee's notice of

termination, not to sell the Terminated Units on the Termination Date, whereupon

Lessee shall (i) deliver the Terminated Units to Lessor in the same manner and

condition as if delivery were made to Lessor pursuant to Section 6.1(b) and

Section 6.2, and shall extend storage rights to the same extent as provided in

Section 6.1(c), treating the Termination Date as the termination date of the

Lease Term with respect to the Terminated Units and (ii) pay to Lessor, or to

the Persons entitled thereto, all Basic Rent and all Supplemental Rent due and

owing on the Termination Date and unpaid (exclusive of any Basic Rent due on

such date in respect of the Terminated Units, but inclusive of any Supplemental

Rent measured by the Make-Whole Amount and any unpaid Late Payment Interest in

respect of the Terminated Units), so that, after receipt and application of all

such payments, but without withdrawal from any Reserve Account, Owner

Participant shall be entitled under the terms of the Collateral Agency Agreement

to receive, and does receive, taking into account all payments of Basic Rent, in

respect of all such Units, the sum of the Accumulated Equity Deficiency Amount

and Late Payment Interest related thereto and any other amounts then due to

Owner Participant. On any Termination Date where Lessee is required to make

payments pursuant to the preceding sentence, Lessee shall pay as additional

Basic Rent (or Lessor shall pay as a refund of Basic Rent) an amount equal to

the Basic Rent Adjustment (or the absolute value of the negative Basic Rent

Adjustment) set forth on Schedule 4-B to the Participation Agreement for the

relevant Rent Payment Date. If Lessor elects not to sell the Terminated Units as

provided in this Section 10.3, then Lessor shall pay, or cause to be paid, to

the Indenture Trustee an amount equal to the product obtained by multiplying the

unpaid principal amount of the Equipment Notes outstanding on such date (after

deducting therefrom the

principal installment, if any, to be paid on such date) by a fraction, the

numerator of which shall be the Equipment Cost of the Terminated Units and the

denominator of which shall be the aggregate Equipment Costs of all Units then

subject to this Lease. Upon payment by Lessor of the foregoing, Lessee shall pay

to Lessor an amount of rent equal to the Make-Whole Amount and any unpaid Late

Payment Interest in respect of the principal amount of the Equipment Notes to be

prepaid together with all Basic Rent (including Basic Rent due on the

Termination Date) and Supplemental Rent due and owing; provided that unless all

such amounts shall have been paid to the Indenture Trustee on the Termination

Date, this Lease shall continue in full force and effect. If after giving the

notice referred to above Lessor shall fail to pay the amounts required pursuant

to the third sentence of this Section 10.3 and as a result thereof this Lease

shall not be terminated with respect to the Terminated Units on a proposed

Termination Date, Lessor shall (x) thereafter no longer be entitled to exercise

its election to retain such Terminated Units and (y) reimburse Lessee for any

reasonable out-of-pocket expenses (including reasonable legal fees and expenses)

incurred by it in attempting to sell the Terminated Units pursuant to Section

10.2 immediately prior to Lessor's exercise of such preemptive election, and

Lessee may at its option at any time thereafter prior to the immediately

following Rent Payment Date submit a new termination notice pursuant to Section

10.1 with respect to such Terminated Units specifying a proposed Termination

Date occurring on a Determination Date occurring not earlier than 25 days from

the date of such notice.

Section 10.4 Termination of Lease. In the event of either (x) any such

sale and receipt by Lessor and the Indenture Trustee of all of the amounts

provided in Section 10.2 in respect of the Terminated Units or (y) retention of

the Terminated Units and full performance by Lessor and Lessee of their

respective payment obligations in compliance with Section 10.3, and upon

compliance by Lessee with the other provisions of this Section 10, the

obligation of Lessee to pay Basic Rent hereunder for such Terminated Units shall

cease and the Lease Term for the Terminated Units shall end.

Section 10.5 Funding of Accounts on Termination. Lessee will not

exercise a termination option under this Section 10 with respect to all of the

Units unless either (a) the full amount required to fund the Post Lease Term

Reserve Account is (upon consummation of such purchase and distribution of all

amounts required to be distributed by the Collateral Agent under the Collateral

Agency Agreement) and will be then available to the Collateral Agent to fund

such Post Lease Term Reserve Account or (b) an indemnity pursuant to Section

3.13 of the Collateral Agency Agreement has been provided.

SECTION 11. Loss, Destruction Requisition, Etc.

Section 11.1 Event of Loss. In the event that any Unit (i) shall suffer

damage or contamination which, in Lessee's reasonable judgment (as evidenced by

an Officer's Certificate of Lessee to such effect, confirmed by an Officer's

Certificate of the Manager), makes repair uneconomic or renders such Unit unfit

for commercial use, (ii) shall suffer destruction which constitutes a total

loss, or shall suffer theft or disappearance (after reasonable efforts by Lessee

to locate the same) for a period exceeding 6 months (or, if earlier, the end of

the Basic Term or Renewal Term then in effect), (iii) shall be permanently

returned to the manufacturer pursuant to any patent indemnity provisions, (iv)

shall have title thereto taken or appropriated by any governmental authority,

agency or instrumentality under the power of eminent domain or otherwise or (v)

shall be taken or requisitioned for use by any governmental authority or any

agency or instrumentality thereof under the power of eminent domain or

otherwise, and such taking or requisition is for a period that exceeds the

remaining Basic Term or any Renewal Term then in effect (unless such taking or

requisition is by any governmental authority, agency or instrumentality of

Mexico or any state thereof in which case such period shall be the lesser of the

period as aforesaid or 365 days) (any such occurrence being hereinafter called

an "Event of Loss"), Lessee, in accordance with the terms of Section 11.2, shall

promptly and fully inform Lessor and the Indenture Trustee of such Event of

Loss.

Section 11.2 Replacement or Payment upon Event of Loss. Upon the

occurrence of an Event of Loss or the deemed occurrence of an Event of Loss

pursuant to Section 9.1 or an election to replace pursuant to Section 8.1(b),

Lessee shall as soon as reasonably practical and in any event within 60 days

after a Responsible Officer of the Manager shall have actual knowledge of the

occurrence of such Event of Loss or election to replace give Lessor and the

Indenture Trustee notice thereof (which initial notice shall identify the Unit

involved). Thereafter, within the 60-day period following such initial notice,

Lessee shall give Lessor and the Indenture Trustee a second notice as to which

of the following options Lessee shall elect to perform (it being agreed that,

except in the case of an election to replace pursuant to Section 8.1(b) (in

which case Lessee will comply with the provisions of Section 8.1(b)), if Lessee

shall fail to give such second notice, Lessee shall be deemed to have elected to

perform the option set forth in Section 11.2(ii)):

(i) Upon Lessee's election to perform under this clause (i) pursuant to

the above-mentioned second notice (or in the circumstances of an election

described in Section 8.1(b) with respect to any Unit), as promptly as

practicable following such election, and in any event on or before the 60th day

following such second notice (or Section 8.1(b) election), Lessee shall comply

with Section 11.4(b) and shall convey or cause to be conveyed to Lessor a

replacement unit ("Replacement Unit") to be leased to Lessee hereunder, such

Replacement Unit to be of the same car type of the same or newer model year (or

otherwise approved by Lessor, which approval shall not be unreasonably

withheld), and free and clear of all Liens (other than Permitted Liens of the

type described in clause (ii) with respect to Permitted Subleases, and in

clauses (iv) and (vii) of the definition thereof) and to have a fair market

value, utility, residual value, remaining economic useful life and condition at

least equal to the Unit so replaced (assuming such Unit was in the condition

required to be maintained by the terms of this Lease) and to be (as of the date

of conveyance)

then subject to a currently effective Permitted Sublease having a remaining term

of not less than one year; provided, that, if only railcars of newer age or

greater value are available for such replacement, Lessee may on one occasion

re-substitute a railcar with a value closer to or equal to that of the Unit

which originally suffered the Event of Loss or was replaced (which

re-substitution shall occur within twenty-four months of the original

replacement (but in no event within the three year period immediately preceding

the Basic Term Expiration Date) and shall comply with this Section 11 as if an

Event of Loss had occurred); provided also that, if Lessee shall elect the

option under this clause (i) but shall fail to perform its obligation to effect

such replacement under this clause (i) within the 60-day period hereinabove

provided for, then (except in the case of a failure to perform an election to

replace pursuant to Section 8.1(b)) at the end of such 60-day period Lessee

shall immediately give Lessor and the Indenture Trustee notice of such failure

and specify that Lessee shall pay to Lessor on the next succeeding Rent Payment

Date that is at least 25 days after the end of such 60-day period, or in the

case of Supplemental Rent, to the Person entitled thereto, the amounts specified

in clause (ii) below as of such next succeeding Rent Payment Date, and Lessee

shall pay such amounts on such Rent Payment Date; provided further that Lessee

shall have no right to elect replacement or re-substitution under this clause

(i) if, at the time of the notice of the Event of Loss under Section 11.2 above

or at the time such replacement or resubstitution is to occur, either (A), a

Lease Default pursuant to Section 14(a), 14(b), 14(g) or 14(h) or a Lease Event

of Default shall have occurred and be continuing or (B) sufficient cash amounts

shall not have been made available to the Collateral Agent such that all amounts

then required to be applied under Section 3.4 of the Collateral Agency Agreement

in order to satisfy the amounts referred to in clauses (1) through (11) thereof,

inclusive shall have been distributed as specified thereby; or

(ii) on the Rent Payment Date which is not less than 25 days nor more

than 60 days following the date of notice of Lessee's election to perform under

this clause (ii), Lessee shall pay or cause to be paid to Lessor (or in the case

of Supplemental Rent, to the Persons entitled thereto) in funds of the type

specified in Section 3.5, (a) an amount equal to the Stipulated Loss Amount of

each such Unit suffering an Event of Loss or deemed Event of Loss determined as

of such Rent Payment Date, (b) all Basic Rent payable on such date in respect of

such Unit (exclusive of any Basic Rent due on such date in respect of the Unit

or Units suffering the Event of Loss), (c) any unpaid Late Payment Premium in

respect of the principal amount of the Equipment Notes to be prepaid in

accordance with Section 2.10(b) of the Indenture and (d) all other Rent

(exclusive of any Basic Rent due on such date in respect of the Unit or Units

suffering the Event of Loss) then due and payable hereunder (including, without

limitation, the Accumulated Equity Deficiency Amount (without duplication of

amounts calculated above) and Late Payment Interest related thereto) so that,

after receipt and application of all such payments, but without withdrawal from

any Reserve Account, Owner Participant shall be entitled under the terms of the

Collateral Agency Agreement to receive, and does receive, taking into account

all payments of Basic Rent in respect of such Unit, the sum of the Accumulated

Equity Deficiency Amount and Late Payment Interest related thereto and any other

amounts then due to Owner Participant, it being understood that until such

Stipulated

Loss Amount and such other sums are paid, there shall be no abatement or

reduction of Basic Rent on account of such Event of Loss.

Section 11.3 Rent Termination. Upon the replacement of any Unit or

Units in compliance with Sections 11.2(i) and 11.4(b) (but only as to replaced

Units and not any Replacement Unit) or upon the payment of all sums required to

be paid pursuant to Section 11.2 in respect of any Unit or Units, the Lease Term

with respect to such Unit or Units and the obligation to pay Basic Rent for such

Unit or Units accruing subsequent to the date of payment of Stipulated Loss

Amount or date of conveyance of such Replacement Unit or Units pursuant to

Section 11.2 shall terminate; provided that Lessee shall be obligated to pay all

Rent in respect of such Unit or Units which is payable under Section 11.2 with

respect to such payment of Stipulated Loss Amount or such replacement of such

Unit or Units and in respect of all other Units then continuing to remain

subject to this Lease.

Section 11.4 Disposition of Equipment; Replacement of Unit. (a) Upon

the payment of all sums required to be paid pursuant to Section 11.2 in respect

of any Unit or Units, Lessor will convey to Lessee or its designee all right,

title and interest of Lessor in and to such Unit or Units, "as is", "where is",

without recourse or warranty, except for a warranty as to the absence of

Lessor's Liens, and shall execute and deliver to Lessee or its designee, at

Lessee's cost and expense, such bills of sale and other documents and

instruments as Lessee or its designee may reasonably request to evidence such

conveyance. As to each separate Unit so disposed of, so long as no Lease Event

of Default shall have occurred and be continuing, Lessee or its designee shall

(subject to any insurer's right of subrogation, if any) be entitled to any

amounts arising from such disposition, plus any awards, insurance or other

proceeds and damages received by Lessee, Lessor or the Indenture Trustee by

reason of such Event of Loss up to the Stipulated Loss Amount attributable

thereto and any remainder shall be divided between Lessee and Lessor, as their

respective interests may appear.

(b) At the time of or prior to any replacement of any Unit or

Replacement Unit, Lessee, at its own expense, will (A) furnish Lessor with a

Xxxx of Sale with respect to the Replacement Unit substantially in the form

delivered pursuant to Section 4.1(g) of the Participation Agreement, (B) cause a

Lease Supplement substantially in the form of Exhibit A hereto, subjecting such

Replacement Unit to this Lease, and duly executed by Lessee, to be delivered to

Lessor for execution by the appropriate parties, it being understood that upon

such execution (x) Lessee will cause such Lease Supplement to be filed for

recordation in the same manner as provided for the original Lease Supplement in

Section 16.1 and (y) to the extent that the Indenture has not been satisfied and

discharged, Lessor shall deliver possession of the "original" counterpart of

such Lease Supplement to the Indenture Trustee, (C) so long as the Indenture

shall not have been satisfied and discharged, cause an Indenture Supplement

substantially in the form of Exhibit A to the Indenture for such Replacement

Unit, to be delivered to Lessor and to the Indenture Trustee for execution and,

upon such execution, to be filed for recordation in the same manner and within

the same time periods as provided for the original Indenture Supplement in

Section 16.1, (D) furnish Lessor with an opinion of Lessee's counsel (which may

be the General Counsel or Assistant General Counsel of Trinity), (x) to the

effect that

the Xxxx of Sale referred to in clause (A) above constitutes an effective

instrument for the conveyance of title to the Replacement Unit to Lessor, and

that legal and beneficial title to the Replacement Unit has been delivered to

Lessor and (y) describing all filings and recordings required pursuant to

Section 16 with respect to the Replacement Units, (E) furnish to Owner

Participant (and its applicable Affiliates) an agreement of Lessee to indemnify

Owner Participant (and its applicable Affiliates) against any adverse tax

consequences suffered as a result of such replacement that are not otherwise

indemnified under the Tax Indemnity Agreement, (F) furnish Lessor with an

engineer's certificate (which may be from an employee of the Manager) certifying

as to the utility, condition, model year and remaining useful life required

under clause (i) of Section 11.2, (G) furnish to Lessor and the Indenture

Trustee an Officer's Certificate certifying that the Replacement Unit has a fair

market value, utility, residual value, model year and remaining economic useful

life and condition at least equal to the Unit being replaced and is free and

clear of all Liens (other than Permitted Liens of the type described in clause

(ii) with respect to Permitted Subleases, and in clauses (iv) and (vii) of the

definition thereof), (H) furnish Lessor with an opinion from independent tax

counsel reasonably acceptable to Owner Participant to the effect that Owner

Participant should not suffer any adverse consequence as a result of such

replacement, (I) furnish Lessor with an opinion of independent transportation

counsel or in-house counsel for Manager as to the absence of Liens of record

with the STB and as to the completion of all necessary STB filings and deposits

with the Registrar General of Canada described in Section 16.1 hereof with

respect to such Replacement Unit and (J) furnish such other documents and

evidence as any Participant, Lessor or the Indenture Trustee, or their

respective counsel, may reasonably request in order to establish the

consummation of the transactions contemplated by this Section 11.4. For all

purposes hereof, (i) Lessee shall be deemed to have complied with the

requirements of this Section 11.4(b) as of the date of its delivery to Lessor,

the Participants and the Indenture Trustee of the documents and instruments

referred to in the foregoing clauses (A) through (J), signed by Lessee or its

counsel, as applicable, in due form for any required filing or recording, and

such filing or recording shall have been made if such documents and instruments

have been executed and delivered by Lessor or Indenture Trustee or both of them

in a timely manner, (ii) title to the Replacement Unit shall be deemed to have

been transferred to Lessor as of such date and (iii) upon such passage of title

thereto to Lessor the Replacement Unit shall be deemed part of the property

leased hereunder and the Replacement Unit shall be deemed a "Unit" as defined

herein. Upon such passage of title, Lessor will transfer to Lessee, "as is" and

"where is" and without recourse or warranty (except as to Lessor's Liens), all

Lessor's right, title and interest in and to the replaced Unit, and upon such

transfer, Lessor will request in writing that the Indenture Trustee execute and

deliver to Lessee an appropriate instrument releasing such replaced Unit from

the lien of the Indenture. Lessee shall pay all reasonable out-of-pocket costs

and expenses (including reasonable legal fees and expenses) incurred by Lessor,

any Participant or the Indenture Trustee in connection with any replacement

pursuant to this Section 11.4. Lessee further agrees that, upon receipt of fully

signed counterparts of the Lease Supplement and Indenture Supplement referred to

in clauses (B) and, if applicable, (C) of the first sentence of this Section

11.4(b), it will, at its sole cost and expense, cause such documents to be filed

or recorded in the manner contemplated by Section 16.1.

Section 11.5 Eminent Domain. In the event that during the Lease Term

the use of any Unit is requisitioned or taken by any governmental authority

under the power of eminent domain or otherwise for a period which does not

constitute an Event of Loss, all of Lessee's obligations under the Operative

Agreements, including without limitation, Lessee's obligation to pay all

installments of Basic Rent, shall continue for the duration of such

requisitioning or taking. Any amount referred to in Section 11.4(a) or in

Section 12 which is payable to Lessor shall be deposited in the related

Non-Shared Payments Account established under the Collateral Agency Agreement.

SECTION 12. Insurance.

Section 12.1 Insurance. Lessee will at all times after delivery and

acceptance of each Unit, at its own expense, keep or cause the Insurance Manager

under the Insurance Agreement to keep such Unit insured with insurers of

recognized responsibility with a rating of at least A- by A.M. Best Company (or

a comparable rating by a nationally or internationally recognized rating group

of comparable stature) or by other insurers approved in writing by Lessor, which

approval shall not be unreasonably withheld, in amounts and against risks and

with deductibles and terms and conditions not less than the insurance, if any,

maintained by the Manager with respect to similar equipment which it owns or

leases, but in no event shall such coverage be for amounts or against risks less

than the prudent industry standard for companies engaged in leasing of railcars.

Without limiting the foregoing, Lessee will in any event:

(a) keep each Unit insured against physical damage (which may be

accomplished pursuant to a contingent physical damage policy) in an amount not

less than the Stipulated Loss Amount attributable thereto as shown on Schedule 4

to the Participation Agreement, subject to an aggregate limit for all Units of

not less than $1,500,000 per occurrence, provided that such coverage may provide

for deductible amounts of not more than $50,000 per occurrence; and

(b) maintain public liability insurance naming Owner Participant,

Lessor, the Trust Company, the Indenture Trustee and Loan Participant as

additional insureds (but only with respect to liability arising out of or

related to the Operative Agreements and the Units) against bodily injury, death

or property damage arising out of the use or operation of the Units with general

and excess liability limits of not less than $100,000,000 per occurrence or in

the aggregate, provided that such coverage may provide for deductible amounts

not exceeding the lesser of (w) $10,000,000 or (x) the difference (not less than

zero (0)) between (i) the level of the then current deductible maintained by

Manager for the Manager's Fleet (or if Manager, its successors and assigns is no

longer engaged in the railcar leasing business, the average level of the then

current deductible amounts maintained by the three largest companies engaged in

such business in the United States) and (ii) such amount of additional coverage

as may be obtained by Lessee in reduction of the then current deductible

maintained by Manager for an additional incremental annual premium payable by

Lessee in the aggregate in respect of the entire Partnership Fleet of up to

$100,000 as adjusted by the Inflation Factor; provided, further, that such

policies which are carried on a "claims made" basis shall provide for a

retroactive date not

more recent than either (y) the Closing Date, or (z) a date seven years prior to

the effective date of the policy.

Section 12.1 may be part of a company-wide insurance program of the Insurance

Manager or its Affiliates, including risk-retention and self-insurance. Any

policy of insurance maintained in accordance with this Section 12.1 and any

policy purchased in substitution or replacement for any of such policies shall

provide that if any such insurance lapses or is cancelled or terminated for any

reason whatever (other than upon normal policy expiration), Lessor, the

Indenture Trustee, Loan Participant and Owner Participant shall receive 30 days'

prior written notice of such lapse, cancellation or termination.

(d) If Lessee or the Insurance Manager shall maintain any liability

coverages for the benefit of Lessee in excess of the coverages required

hereunder (whether or not such excess coverage complies with the requirements

under this Section 12), Lessee will cause all such coverages to name Owner

Participant, Lessor, the Trust Company, the Indenture Trustee and Loan

Participant as additional insureds (but only with respect to liability arising

out of or related to the Operative Agreements or the Units), provided, however,

that, the requirements of this Section 12 shall not otherwise apply to such

coverages.

Section 12.2 Physical Damage Insurance. (a) The insurance maintained

pursuant to Section 12.1(a) shall provide that (i) so long as the Equipment

Notes remain outstanding, the proceeds up to the Stipulated Loss Amount for any

loss or damage to any Unit shall be paid to the Indenture Trustee under a

standard loss payable clause, and thereafter to Lessor and (ii) so long as no

Lease Event of Default shall have occurred and be continuing, Lessee will be

entitled, at its own expense, to make all proofs of loss and/or take all other

steps necessary to collect the proceeds of such insurance.

(b) In lieu of maintaining the physical damage insurance required by

Section 12.1(a), Lessee may self-insure with respect to the Units for such

amounts and against such risks as shall be consented to by Lessor and the

Indenture Trustee, which consent shall be based upon reasonable practices then

in effect in the railcar leasing and insurance industries and upon the financial

condition of Lessee taking into account Lessee's capital structure and that

Lessee is a special purpose corporation.

payments for damages to any Unit received by Lessor or the Indenture Trustee

shall be held by such party until, with respect to such Unit, the repairs

referred to in clause (i) below are made as specified therein or payment of the

Stipulated Loss Amount is made, and such entire proceeds will be paid, so long

as no Lease Event of Default shall have occurred and be continuing, either:

(i) to Lessee promptly following receipt by the Indenture Trustee

or Lessor, as the case may be, of a written application signed

by Lessee for payment to Lessee for repairing or restoring the

Units which have been damaged so long as (1) Lessee

shall have complied with the applicable provisions of this

Lease, and (2) Lessee shall have certified that any damage to

such Units shall have been fully repaired or restored; or

(ii) if this Lease is terminated with respect to such Unit because

of an Event of Loss and Lessee has paid the Stipulated Loss

Amount and all other amounts due as a result thereof, such

proceeds shall be promptly paid over to, or retained by,

Lessee.

Section 12.3 Public Liability Insurance. (a) The public liability

insurance referred to in paragraph 12.1(b) shall (i) provide that in as much as

such policies cover more than one insured, all terms, conditions, insuring

agreements and endorsements, with the exception of limits of liability,

deductibles or retentions and liability for premiums, commissions, assessments

or calls (which shall be solely a liability of Lessee), shall operate in the

same manner as if there were a separate policy or policies covering each

insured, (ii) waive any rights of subrogation of the insurers against Owner

Participant, Lessor, the Trust Company, the Indenture Trustee, and Loan

Participant (iii) provide that neither Owner Participant, Lessor, the Trust

Company, the Indenture Trustee nor Loan Participant shall have any

responsibility for any insurance premiums, whether for coverage before or after

cancellation or termination of any such policies as to Lessee and (iv) be

primary without contribution from any similar insurance maintained by Owner

Participant, Lessor, the Trust Company, the Indenture Trustee or Loan

Participant.

(b) Lessee shall use its reasonable efforts to obtain public liability

insurance policies which stipulate that coverage thereunder will not be

invalidated (as to Owner Participant, Loan Participant, Lessor, as Lessor of the

Units and in its individual capacity, and the Indenture Trustee) by any act or

neglect of Lessee, or any breach or violation by Lessee of any warranties,

declarations or conditions contained in such policies, but shall be under no

obligation to obtain such policies containing such stipulations if they are not

available to Lessee at commercially reasonable rates in the markets in which

Lessee has then placed its insurance program.

thereunder which are required to be maintained under Section 12.1(b) shall not

be available to Lessee in the commercial insurance market on commercially

reasonable terms, Lessor shall not unreasonably withhold its agreement to waive

such requirement. Lessee shall make written request for any such waiver in

writing, accompanied by written reports prepared, at Lessee's option, either by

(i) one independent insurance advisor chosen by Lessee and Lessor or (ii) three

independent insurance advisors, one chosen by Lessor, one chosen by Lessee and

one chosen by the other two advisors (one of which may be the regular insurance

broker or brokers of Lessee). The fees and expenses of all such advisors shall

be paid by Lessee. The written reports required hereunder shall (x) state that

such insurance (or the required coverage thereunder) is not reasonably available

to Lessee at commercially reasonable premiums in the commercial insurance

markets within which Lessee or the Manager normally purchases its insurance from

insurers, acceptable to Lessee, with a Best's rating of A- or better for

railcars of similar type and capacity and (y) explain in detail the basis for

such conclusions. Upon the granting of any such waiver, Lessee shall within 15

days thereafter certify to Lessor in writing the cost (on the basis of the

Manager's Fleet) of liability

insurance premiums for the coverage required by Section 12.1 (b) for the

immediately preceding fiscal year; and in the event that any such certificate is

not received by Lessor within such 15-day period, any such waiver shall be

deemed revoked. At any time after the granting of such waiver, but not more

often than once a year, Lessor may make a written request for a supplemental

report (in form reasonably acceptable to Lessor) from such insurance advisor(s)

updating the prior report and reaffirming the conclusions set forth therein.

Lessee shall provide any such required supplemental report within 60 days after

receipt of the written request therefor. Any such waiver shall be effective for

only as long as such insurance is not reasonably available to Lessee in the

commercial markets in which Lessee normally purchases its insurance at

commercially reasonable rates, it being understood that the failure of Lessee to

furnish timely any such supplemental report shall be conclusive evidence that

such condition no longer exists. If such supplemental report shows that such

coverage is available, Lessee shall within 90 days of such report obtain such

insurance coverage. During any period with respect to which such waiver has been

granted and remains in effect under this Section 12.3(c), Lessee shall obtain

public liability insurance as set forth in Section 12.1(b) from such carriers,

in such amounts and with coverage limits and deductibles as may be reasonable in

its judgment under the circumstances, but in any event (i) no less than prudent

industry standards and (ii) in an amount that may be purchased for a premium

equal to 200% of Lessee's cost (on a fleet-wide basis) of public liability

insurance premiums for the coverage on a fleet-wide basis required by Section

12.1(b) for the final year immediately preceding the fiscal year in which such

waiver first was granted.

Section 12.4 Certificate of Insurance. (a) Lessee shall, prior to the

Closing Date and when the renewal certificate referred to below is sent (but in

any event not less than annually), furnish (or, in the case of (iii) below, use

reasonable efforts to furnish) Lessor, the Indenture Trustee, Owner Participant

and the Loan Participant with a certificate signed by the insurer or an

independent insurance broker (i) showing the insurance then maintained by Lessee

pursuant to Section 12.1, (ii) stating that, except as noted in such

certificate, such insurance complies with the requirements contained in Exhibit

B-1 (as to public liability insurance) and/or B-2 (as to physical/damage

insurance) to the Participation Agreement, (iii) stating that, except as noted

in such certificate, such insurance complies with the requirements contained in

this Section 12 and (iv) to the extent that any provision that Lessee is

required to use reasonable efforts to obtain is not contained in such insurance,

such certificate shall so state and shall confirm that, in such broker's

opinion, such provision is not reasonably obtainable. Lessor shall be entitled

at its expense to review copies of all applicable insurance policies. With

respect to any renewal policy or policies, certificates or binders evidencing

such renewal shall be furnished as soon as practicable, but in no event later

than 30 days after the earlier of the date such renewal is effected or the

expiration date of the original policy or policies. Simultaneously, with the

furnishing of such certificate, Lessee will provide appropriate evidence,

reasonably satisfactory to Lessor and the Indenture Trustee, that all premiums

due on such insurance have been paid.

(b) Lessee agrees to use reasonable efforts to cause each of its

insurers to agree that, with respect to any policy of insurance maintained

pursuant to Section 12.1, such insurer will provide not less than 30 days' prior

written notice to Lessor, the Indenture Trustee, Loan Participant and Owner

Participant of any non-renewal or material adverse change with respect to such

policy. For purposes of this Section 12.4(b), "material adverse change" shall

mean a material adverse change in policy limits, exclusions or deductibles or

any material adverse change in policy coverage inconsistent with the

requirements of Section 12.1(b). If any of Lessee's insurers delivers such

notice of non-renewal, Owner Participant may attempt to obtain and provide

satisfactory insurance and Lessee shall reimburse Owner Participant for

reasonable and prudent expenses incurred (i) during the period 10 days prior to

expiration of existing insurance policies, for all Owner Participant's expenses

excluding broker fees and commissions and insurance premiums, and (ii) on and

after the expiration of existing insurance policies, for all Owner Participant's

expenses including broker fees and commissions and insurance premiums.

Section 12.5 Additional Insurance. In the event that Lessee shall fail

to maintain insurance as herein provided in Section 12.1 or, if applicable,

Section 12.3, Lessor may at its option, upon prior written notice to Lessee,

provide such insurance and, in such event, Lessee shall, upon demand from time

to time reimburse Lessor for the cost thereof together with interest from the

date of payment thereof at the Late Rate, on the amount of the cost to Lessor of

such insurance which Lessee shall have failed to maintain. If after Lessor has

provided such insurance, Lessee then obtains the coverage provided for in

Section 12.1 which was replaced by the insurance provided by Lessor, and Lessee

provides Lessor with evidence of such coverage reasonably satisfactory to

Lessor, Lessor shall cancel the insurance it has provided pursuant to the first

sentence of this Section 12.5. In such event, Lessee shall reimburse Lessor for

all costs to Lessor of cancellation, including without limitation any short rate

penalty, together with interest from the date of Lessor's payment thereof at the

Late Rate. In addition, at any time Lessor (either directly or in the name of

Owner Participant) may at its own expense carry insurance with respect to its

interest in the Units, provided that such insurance does not interfere with

Lessee's ability to insure the Units as required by this Section 12 or adversely

affect Lessee's insurance or the cost thereof, it being understood that all

salvage rights to each Unit shall remain with Lessee's insurers at all times.

Any insurance payments received from policies maintained by Lessor pursuant to

the previous sentence shall be retained by Lessor without reducing or otherwise

affecting Lessee's obligations hereunder, other than with respect to Unit(s)

with respect to which such payments have been made.

Section 12.6 Post-Lease Term Insurance. Lessee agrees that upon the

expiration or earlier termination of the Lease Term, Lessee will, with respect

to the public liability insurance otherwise required to be carried under this

Section 12,

either: (A) purchase a seven year extended reporting period for Owner

Participant, Lessor and Owner Trustee, or (B) obtain the written agreement of

the Manager in form and substance satisfactory to Owner Participant to carry or

cause to be carried for such seven year period public liability insurance which

satisfies the requirements of this Section 12 and which names Owner Participant,

Lessor, the Collateral Agent and Owner Trustee as additional insureds.

SECTION 13. Reports; Inspection.

Section 13.1 Duty of Lessee to Furnish. On or before July 31, 2001, and

on or before each July 31 thereafter, Lessee will furnish (or cause the Manager

under the Management Agreement to furnish) to Lessor, Owner Participant, Loan

Participant, the Indenture Trustee and the Rating Agency an accurate statement,

as of the preceding March 31, (a) showing the amount, description and reporting

marks of the Units then leased hereunder, the amount, description and reporting

marks of all Units that may have suffered an Event of Loss during the 12 months

ending on such March 31 (or since the Closing Date, in the case of the first

such statement), and such other information regarding the condition or repair of

the Units as Lessor may reasonably request, (b) stating that, in the case of all

Units repainted during the period covered by such statement, the markings

required by Section 4.2 hereof shall have been preserved or replaced, (c)

showing the percentage of use in the United States and in each of Canada and

Mexico based on the total mileage traveled by all railcars in the Total Managed

Fleet (or by the Units, if and to the extent generally made available to the

Manager in the ordinary course with respect to railcars in general interchange

service similar to the Units) for the prior calendar year as reported to the

Manager by railroads (provided, that Lessee shall cooperate with Owner

Participant and Lessor and shall provide such additional information on such

matters as Owner Participant or Lessor may reasonably request to enable Owner

Participant and Lessor to pursue or fulfill their respective tax audit and tax

litigation rights and obligations) and (d) stating that Lessee is not aware of

any condition of any Unit which would cause such Unit not to comply in any

material respect with the rules and regulations of the FRA and the interchange

rules of the Field Manual of the AAR as they apply to the maintenance and

operation of the Units in interchange and any other requirements hereunder.

Section 13.2 Lessor's Inspection Rights. Lessor, Owner Participant and

the Indenture Trustee each shall have the right, but not the obligation, at

their respective sole cost and expense, unless a Lease Event of Default shall

have occurred and be continuing, by their respective authorized representatives,

to inspect the Units, all subleases thereof and Lessee's records with respect

thereto. All inspections shall be conducted during Lessee's normal business

hours, on the Manager's premises or in areas that are not the premises of a

Sublessee to which Lessee has reasonable access, and upon reasonable prior

notice to Lessee. Lessee shall not be liable for any injury to, or the death of,

any Person exercising, either on behalf of Lessor, Owner

Participant, the Indenture Trustee or any prospective user, the rights of

inspection granted under this Section 13.2 unless caused by Lessee's gross

negligence or willful misconduct. Except following the occurrence and

continuance of a Lease Event of Default, no inspection pursuant to this Section

13.2 shall interfere with the use, operation or maintenance of the Units or the

ordinary course of Lessee's or any Sublessee's business, and except as provided

herein, Lessee shall not be required to undertake or incur any additional

liabilities in connection therewith.

SECTION 14. Lease Events of Default.

The following events shall constitute Lease Events of Default hereunder

(whether any such event shall be voluntary or involuntary or come about or be

effected by operation of law or pursuant to or in compliance with any judgment,

decree or order of any court or any order, rule or regulation of any

administrative or governmental body) and each such Lease Event of Default shall

be deemed to exist and continue so long as, but only as long as, it shall not

have been remedied:

(a) Lessee shall fail to (i) make or (ii) be deemed by virtue of the

last sentence of Section 3.5 hereof to have made any payment of Basic Rent,

Early Purchase Price, any other purchase price to be paid by Lessee for any

Units pursuant to this Lease or the Participation Agreement, Stipulated Loss

Amount or Termination Amount within 10 Business Days after the same shall have

become due; provided, however, that so long as any Equipment Notes remain

outstanding, failure to make (or be deemed to have made) any portion of Basic

Rent on any Rent Payment Date shall not be a Lease Event of Default so long as

the amounts applied under Section 3.4, clause (4), of the Collateral Agency

Agreement are sufficient to make the distributions required under such clause

(4) with respect to the obligations owed under this Lease; or

(b) Lessee shall fail to (i) make or (ii) be deemed by virtue of

payments made by the Collateral Agent to have made any payment of Supplemental

Rent; including indemnity or tax indemnity payments, but not including

Stipulated Loss Amount, Termination Amount, Early Purchase Price, or any other

purchase price to be paid by Lessee for any Units pursuant to this Lease or the

Participation Agreement after the same shall have become due and such failure

shall continue unremedied for 10 Business Days after receipt by Lessee of

written notice of such failure from Lessor, Owner Participant or the Indenture

Trustee; provided, however, that so long as any Equipment Notes remain

outstanding, failure to make (or be deemed to have made) payment of any of the

amounts referred to in or to be applied pursuant to clauses (5) through (14) of

Section 3.4 of the Collateral Agency Agreement shall not be a Lease Event of

Default; or

Section 12 or Section 6.4 of the Collateral Agency Agreement and such failure

shall not have been waived as provided for therein; or

(d) Lessee shall use or permit the use of the Units or the Pledged

Units or any portion thereof in a way which is not permitted by this Lease (with

respect to the Units) or the Collateral Agency Agreement (with respect to the

Pledged Units), provided that such unauthorized use shall not constitute a Lease

Event of Default for a period of 45 days after the occurrence thereof so long as

(i) such unauthorized use is not the result of any willful action of Lessee and

(ii) such unauthorized use is capable of being cured and Lessee diligently

pursues such cure throughout such 45-day period; or Lessee shall make or permit

any unauthorized assignment or transfer of this Lease in violation of Section

18.2; or

(e) Lessee shall fail to observe or perform in any material respect any

of the covenants or agreements to be observed or performed by Lessee in Section

6.2 or 6.3 of the Collateral Agency Agreement; or

(f) Any representation or warranty made by Lessee in any Lessee

Agreement or any representation or warranty made by TILC or TRMI in any

Operative Agreement to which any such Person is a party is untrue or incorrect

in any material respect as of the date of making thereof and such untruth or

incorrect-ness shall continue to be material and unremedied; provided that, if

such untruth or incorrectness is capable of being remedied, no such untruth or

incorrectness shall constitute a Lease Event of Default hereunder for a period

of 30 days after receipt of notice from Lessor, Owner Participant or the

Indenture Trustee so long as Lessee, TILC or TRMI, as the case may be, is

diligently proceeding to remedy such untruth or incorrectness and shall in fact

remedy such untruth or incorrectness within such period; provided that such

untrue or incorrect representation or warranty shall be deemed to be remediable

or remedied only after all adverse consequences thereof, if any, can be and have

been remedied as applicable; or

(g) Lessee or the General Partner 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

(h) An involuntary case or other proceeding shall be commenced against

Lessee or the General Partner seeking liquidation, reorganization or other

relief with respect to it 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, and such involuntary case or other proceeding shall remain

undismissed and unstayed for a period of 60 days; or

(i) Lessee shall fail to observe or perform any other of the covenants

or agreements to be observed or performed by Lessee under any Lessee Agreement

or any certificate and such failure shall continue unremedied for 30 days after

notice from Lessor, Owner Participant or the Indenture Trustee to Lessee,

specifying the failure and demanding the same to be remedied; provided that, if

such failure is capable of being remedied, and the remedy requires an action

other than, or in addition to, the payment of money, no such failure (other than

one relating to the payment of such money) shall constitute a Lease Event of

Default hereunder for a period of 90 days after receipt of such notice so long

as Lessee is diligently proceeding to remedy such failure and shall in fact

remedy such failure within such period; or

(j) A Manager Default shall have occurred and be continuing under the

Management Agreement, and Lessee shall have failed to exercise its rights under

the Management Agreement in respect of such Manager Default for a period of 30

days after receipt by Lessee of written notice from Lessor, Owner Participant or

the Indenture Trustee demanding that such action be taken; or

(k) An Insurance Manager Default shall have occurred and be continuing

under the Insurance Agreement, and Lessee shall have failed to exercise its

rights under the Insurance Agreement in respect of such Insurance Manager

Default for a period of 30 days after receipt by Lessee of written notice from

Lessor, Owner Participant or the Indenture Trustee demanding that such action be

taken;

(1) The Administrator shall have defaulted in any material respect in

the performance of any of its obligations under the Administrative Services

Agreement, and Lessee shall have failed to exercise its rights under the

Administrative Services Agreement in respect of such default for a period of 30

days after receipt by Lessee of written notice from Lessor, Owner Participant or

the Indenture Trustee , demanding that such action be taken; or

(m) A "Lease Event of Default" (as defined in the Other Lease) shall

have occurred and be continuing with respect to the Other Lease.

Notwithstanding anything to the contrary contained in this Lease, any

failure of Lessee to perform or observe any covenant or agreement herein shall

not constitute a Lease Event of Default if such failure is caused solely by

reason of an event which constitutes an "Event of Loss" so long as Lessee is

continuing to comply with the applicable terms of Section 11.

SECTION 15. Remedies.

Section 15.1 Remedies. Upon the occurrence of any Lease Event of

Default and at any time thereafter so long as the same shall be continuing,

Lessor may, at its option, declare this Lease to be in default by a written

notice to Lessee (except that this Lease shall, without any action on the part

of Lessor, be automatically deemed to have been declared in default upon the

occurrence of a Lease Event of Default described in Section 14(g) or (h)); and

at any time thereafter, unless Lessee shall have remedied all outstanding Lease

Events of Default prior to the commencement of the exercise by Lessor of any of

its remedies hereunder, Lessor may do one or more of the following as Lessor in

its sole discretion shall elect, to the extent permitted by, and subject to

compliance with any mandatory requirements of, applicable law then in effect:

(a) proceed by appropriate court action or actions, either at law or in

equity, to enforce performance by Lessee of the applicable covenants of this

Lease or to recover damages for the breach thereof;

(b) by notice in writing to Lessee, Lessor may demand that Lessee, and

Lessee shall, upon written demand of Lessor and at Lessee's expense (but subject

to the rights of any Sublessee which has been granted the right of quiet

enjoyment of the Unit by Lessee pursuant to a Sublease, so long as no event of

default by the Sublessee shall have occurred and be continuing under the

relevant Sublease), (i) forthwith return all or any part of the Units so

demanded to Lessor or its order in the manner and condition required by, and

otherwise in accordance with all of the provisions of, Section 15.5; or Lessor

with or without notice or judicial process may by its agents enter upon the

premises of Lessee or other premises where any of the Units may be located and

take possession of and remove all or any of the Units , and Lessor may use and

employ in connection with such removal any services, aids, equipment, trackage

and other facilities of Lessee as is reasonably required to remove such Units

and thenceforth hold, possess and enjoy the same free from any right of Lessee,

or its successor or assigns, to use such Units for any purpose whatever and (ii)

with respect to any Unit which is then subject to a Sublease, assign all of

Lessee's right, title and interest in such Sublease to Lessor;

in such manner as Lessor may determine, free and clear of any rights of Lessee

(but subject to the rights of any Sublessee which has been granted the right of

quiet enjoyment of the Unit by Lessee pursuant to a Sublease, so long as no

event of default by the Sublessee shall have occurred and be continuing under

the relevant Sublease) and without any duty to account to Lessee or any

Sublessee with respect to such sale or for the proceeds thereof (except to the

extent required by paragraph (f) below if Lessor elects to exercise its rights

under said paragraph), in which event Lessee's obligation to pay Basic Rent with

respect to such Unit hereunder due for any periods subsequent to the date of

such sale shall terminate (except to the extent that Basic Rent is to be

included in computations under paragraph (e) or (f) below if Lessor elects to

exercise its rights under either of said paragraphs);

(d) hold, keep idle or lease to others any Unit not then subject to a

Sublease as Lessor in its sole discretion may determine, free and clear of any

rights of Lessee and without any duty to account to Lessee or any Sublessee with

respect to such action or inaction or for any proceeds with respect thereto,

except that Lessee's obligation to pay Basic Rent with respect to such Unit due

for any periods subsequent to the date upon which Lessee shall have been

deprived of possession and use of such Unit pursuant to this Section 15 shall be

reduced by the net proceeds, if any, received by Lessor from leasing such Unit

to any Person other than Lessee;

(e) whether or not Lessor shall have exercised, or shall thereafter at

any time exercise, any of its rights under paragraph (a), (b), (c) or (d) above

with respect to any Unit, Lessor, by written notice to Lessee specifying a

payment date (which date shall be a Determination Date for the purposes of

computing Stipulated Loss Amount) which shall be not less than 10 days after the

date of such notice, may demand that Lessee pay to Lessor, and Lessee shall pay

to Lessor, on the payment date specified in such notice, as liquidated damages

for loss of a bargain and not as a penalty (in lieu of the Basic Rent for such

Unit due after the payment date specified in such notice), all Rent, other than

Stipulated Loss Amount and Termination Amount or amounts calculated by reference

thereto, due and payable, or accrued, in respect of such Unit as of the payment

date specified in such notice (exclusive of any Basic Rent due on such date)

plus whichever of the following amounts Lessor, in its sole discretion, shall

specify in such notice: (i) an amount with respect to each such Unit which

represents the excess of the present value, as of such payment date, of all

rentals for such Unit which would otherwise have accrued hereunder from such

payment date for the remainder of the Basic Term or any Renewal Term then in

effect over the then present value of the then Fair Market Rental Value of such

Unit (taking into account its actual condition) for such period discounted from

the end of such Term to such payment date, such present value to be computed in

each case using a per annum discount rate equal to the Debt Rate, compounded

monthly from the respective dates upon which rentals would have been payable

hereunder had this Lease not been terminated; or (ii) an amount equal to the

excess, if any, of the Stipulated Loss Amount for such Unit computed as of the

payment date specified in such notice over the Fair Market Sales Value of such

Unit (taking into account its actual condition) as of the payment date specified

in such notice; or (iii) if Lessor shall not have sold such Unit pursuant to the

exercise of its rights under paragraph (c) above with respect to such Unit, an

amount equal to the higher of Stipulated Loss Amount for such Unit computed as

of the payment date specified in such notice or the Fair Market Sales Value of

such Unit (assuming it is in the condition required by this Lease) as of the

payment date specified in such notice; and upon payment by Lessee pursuant to

said clause (iii) of such Stipulated Loss Amount or Fair Market Sales Value, as

the case may be, any Late Payment Premium and of all other amounts (other than

Basic Rent due on such date) payable by Lessee under this Lease and under the

other Operative Agreements in respect of such Unit, Lessor shall

transfer "as is" and "where is" and without recourse or warranty all right,

title and interest of Lessor in and to such Unit to Lessee or as it may direct,

and Lessor shall execute and deliver such documents evidencing such transfer as

Lessee shall reason-ably request;

(f) if Lessor shall have sold any Unit pursuant to paragraph (c) above,

Lessor, in lieu of exercising its rights under paragraph (e) above with respect

to such Unit may, if it shall so elect, demand that Lessee pay to Lessor, and

Lessee shall pay to Lessor, as liquidated damages for loss of a bargain and not

as a penalty (in lieu of the Basic Rent for such Unit due subsequent to the Rent

Payment Date next preceding such sale), any accrued and unpaid Rent for such

Unit as of the date of such sale (Basic Rent for this purpose accruing at a per

diem rate equal to the monthly amount due on the next following Rent Payment

Date divided by 30) (exclusive of any Basic Rent due on such date), plus the

amount, if any, by which the Stipulated Loss Amount of such Unit computed as of

the Rent Payment Date next preceding the date of such sale or, if such sale

occurs on a Rent Payment Date, then computed as of such Rent Payment Date, plus

the amount of any Late Payment Premium, exceeds the net proceeds of such sale

(taking into account for this purpose all costs and expenses, including legal

fees and expenses, incurred by Lessor in connection with such sale or otherwise

exercising remedies hereunder) plus interest on such excess from the date of

such sale to the date of payment at the Late Rate; and

(g) Lessor may terminate the leasing of any or all Units under this

Lease and/or any Sublease (except with respect to a Sublease which grants the

Sublessee thereunder the right of quiet enjoyment with respect to the Unit, so

long as no event of default by the Sublessee shall have occurred and be

continuing under the relevant Sublease) or may exercise any other right or

remedy that may be available to it under applicable law.

In addition, Lessee shall be liable, except as otherwise provided

above, for any and all unpaid Rent due hereunder before or during the exercise

of any of the foregoing remedies (including, without limitation, Late Payment

Interest, but exclusive of any Basic Rent due on such date), and for legal fees

and other costs and expenses incurred by reason of the occurrence of any Lease

Event of Default or the exercise of Lessor's remedies with respect thereto,

including without limitation the repayment in full of any costs and expenses

necessary to be expended in repairing any Unit in order to cause it to be in

compliance with all maintenance and regulatory standards imposed by this Lease.

In the event Lessor terminates this Lease pursuant to any provision of

this Section 15.1, and the Stipulated Loss Amount is not payable, the amounts

otherwise payable by Lessee hereunder shall be increased by any positive amount

(as a payment for accrued but unpaid Basic Rent) of the Basic Rent Adjustment

set forth on Schedule 4-A of the Participation Agreement opposite the relevant

Rent Payment Date or decreased by the absolute value of any negative amount (as

a rebate of prepaid Basic Rent) of the Basic Rent Adjustment set forth on

Schedule 4-A of the Participation Agreement opposite the relevant Rent Payment

Date; provided, however, that to the extent that such payment or refund does not

precisely reflect the difference between Basic Rent allocated and Basic Rent

paid as of the date Basic Rent ceases to accrue, the amounts due hereunder shall

be further adjusted to ensure that the aggregate amount of Basic Rent paid

equals the aggregate amount of Basic Rent allocated as of the date Basic Rent

ceases to accrue.

Section 15.2 Cumulative Remedies. The remedies in this Lease provided

in favor of Lessor shall not be deemed exclusive, but shall be cumulative and

shall be in addition to all other remedies in its favor existing at law or in

equity. Lessee hereby waives any mandatory requirements of law, now or hereafter

in effect, which might limit or modify any of the remedies herein provided, to

the extent that such waiver is permitted by law. Except to the extent provided

in the Operative Agreements, Lessee hereby waives any and all existing or future

claims of any right to assert any offset or counterclaim against the Rent

payments due hereunder, and agrees to make the rent payments regardless of any

offset or counterclaim or claim which may be asserted by Lessee on its behalf in

connection with the lease of the Units. Lessee further agrees that Lessee's

obligations to pay all Rent (including, without limitation, all Basic Rent and

Supplemental Rent) and its obligations to maintain the Units pursuant to Section

8 hereof and to maintain the insurance pursuant to Section 12 hereof shall

constitute monetary obligations of Lessee for all purposes of Section 365 of the

Bankruptcy Code. To the extent permitted by applicable law, Lessee hereby waives

any rights now or hereafter conferred by statute or otherwise that may require

Lessor to sell, lease or otherwise use the Units in mitigation of Lessor's

damages as set forth in Section 15.1 or that may otherwise limit or modify any

of Lessor's rights and remedies provided in this Section 15.

Section 15.3 No Waiver. No delay or omission to exercise any right,

power or remedy accruing to Lessor upon any breach or default by Lessee under

this Lease shall impair any such right, power or remedy of Lessor, nor shall any

such delay or omission be construed as a waiver of any breach or default, or of

any similar breach or default hereafter occurring; nor shall any waiver of a

single breach or default be deemed a waiver of any subsequent breach or default.

Section 15.4 Notice of Lease Default. Lessee agrees to furnish to

Lessor, Owner Participant and the Indenture Trustee, promptly upon any officer

acquiring actual knowledge of any condition which constituted or constitutes a

Lease Default under this Lease, written notice specifying such condition and the

nature and status thereof.

Section 15.5 Lessee's Duty to Return Equipment Upon Default. If Lessor

or any assignee of Lessor shall terminate this Lease pursuant to this Section

15 and shall have provided to Lessee the written demand specified in Section

15.1(b), Lessee shall forthwith deliver possession of the Units not then subject

to a Sublease to Lessor (except where Lessor has received all amounts payable by

Lessee pursuant to any notice provided by Lessor under Section 15.1(e)(iii)).

For the purpose of delivering possession of any Unit not then subject to a

Sublease to Lessor as above required, Lessee shall at its own cost, expense and

risk (except as hereinafter stated):

(a) forthwith place such Units upon such storage tracks of Lessee or

any of its Affiliates or, at the expense of Lessee, on any other storage tracks,

as Lessor may designate or, in the absence of such designation, as Lessee may

select;

(b) permit Lessor to store such Units on such tracks without charge for

insurance, rent or storage until such Units have been sold, leased or otherwise

disposed of by Lessor and during such period of storage Lessee shall continue to

maintain all insurance required by Section 12.1 hereof; and

connection carrier for shipment, all as Lessor may direct in writing. All such

Units not then subject to a Sublease returned shall be in the condition required

by Section 6.2 hereof.

All amounts earned in respect of the Units after the date of

termination of this Lease pursuant to this Section 15, but not exceeding amounts

actually received therefor, shall be paid to Lessor or, so long as the Indenture

shall not have been discharged pursuant to its terms, the Indenture Trustee,

and, if received by Lessee, shall be promptly turned over to Lessor or the

Indenture Trustee as aforesaid. In the event any Unit not then subject to a

Sublease is not assembled, delivered and stored as hereinabove provided within

15 days after the termination of the leasing of such Unit pursuant to Section

15, Lessee shall, in addition, pay to Lessor or the Indenture Trustee as

aforesaid as liquidated damages and not as a penalty, for each day thereafter an

amount equal to the amount, if any, by which the daily equivalent of the average

Basic Rent for the term in effect immediately prior to the expiration of the

Lease for such Unit exceeds the amount, if any, received by Lessor or the

Indenture Trustee as aforesaid (either directly or from Lessee) for such day for

such Unit pursuant to the preceding sentence.

Section 15.6 Specific Performance; Lessor Appointed Lessee's Agent. The

assembling, delivery, storage and transporting of the Units not then subject to

a Sublease as provided in Section 15.5 are of the essence of this Lease, and

upon application to any court of equity having jurisdiction in the premises,

Lessor shall be entitled to a decree against Lessee requiring specific

performance of the covenants of Lessee so to assemble, deliver, store and

transport the Units not then subject to a Sublease. Without in any way limiting

the obligation of Lessee under the provisions

of Section 15.5, Lessee hereby irrevocably appoints Lessor as the agent and

attorney of Lessee, with full power and authority, at any time while Lessee is

obligated to deliver possession of any Units not then subject to a Sublease to

Lessor pursuant to this Section 15, to demand and take possession of such Unit

in the name and on behalf of Lessee from whosoever shall be at the time in

possession of such Unit.

SECTION 16. Filings; Further Assurances.

Section 16.1 Filings. This Lease or a counterpart or copy hereof or

evidence hereof may be filed or recorded in any public office in the United

States as may be necessary or appropriate to protect the interest of Lessor,

Owner Participant or the Indenture Trustee herein or in the Units. On or prior

to the Closing Date Lessee will (i) cause a memorandum of each of this Lease,

the Lease Supplements dated the Closing Date, the XXXX Xxxx of Sale, the Xxxx of

Sale, the TILC Assignment, the Assignment, the Collateral Agency Agreement, the

Indenture and the Indenture Supplements dated the Closing Date (x) to be duly

filed and recorded with the STB in accordance with 49 U.S.C. Section 11301 and

(y) to be deposited with the Registrar General of Canada pursuant to Section 105

of the Canada Transportation Act (and all necessary actions shall have been

taken for publication of such deposit in the Canada Gazette in accordance with

said Section 105), (ii) cause precautionary UCC-1 financing statements to be

filed in appropriate jurisdictions as reasonably requested by Lessor naming

Lessor as "lessor" and Lessee as "lessee" of the Equipment and (iii) will

furnish Lessor, the Indenture Trustee and Owner Participant proof thereof.

Notwithstanding the foregoing, in no event shall Lessee or any of its Affiliates

be required to take any action to perfect any security interest which any Person

may have in any Sublease, other than the filing of a UCC-1 Financing Statement

against the Partnership in the jurisdiction in which the Partnership's chief

executive office is located and in the Partnership's jurisdiction of formation

covering all Subleases generally.

Section 16.2 Further Assurances. Lessee will duly execute and deliver

to Lessor such further documents and assurances and take such further action as

Lessor 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 Lease and to establish and protect the rights and remedies

created or intended to be created in favor of Lessor, the Participants and the

Indenture Trustee hereunder, including, without limitation, the execution and

delivery of supplements or amendments hereto, in recordable form, subjecting to

this Lease any Replacement Unit and the recording or filing of counterparts

hereof or thereof or Uniform Commercial Code financing statements in accordance

with the laws of such jurisdiction as Lessor may from time to time deem

advisable; provided, that in no event shall Lessee or any of its Affiliates be

required to take any action to perfect any security interest which any Person

may have in any Sublease, other than the filing of a UCC-1 Financing Statement

against the Partnership in the jurisdiction in which the Partnership's chief

executive office is

located and in the Partnership's jurisdiction of formation covering all

Subleases generally.

Section 16.3 Other Filings. If, at any time after the Closing Date and

during the Lease Term, Mexico, or one or more states in Mexico, establishes a

state or other system for filing and perfecting the ownership and/or security

interests of entities such as Lessor and/or the Indenture Trustee, at the time

that Lessee or the Manager takes such action with respect to other equipment

similar to the Units (whether owned or leased by Lessee) and also upon the

request of Lessor, any Participant, or the Indenture Trustee, Lessee 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 respective right, title and interests of Lessor, Owner Participant,

Loan Participant and the Indenture Trustee; provided, that in no event shall

Lessee or any of its Affiliates be required to take any action to perfect any

security interest which any Person may have in any Sublease.

Section 16.4 Expenses. Lessee will pay all costs, charges and expenses

(including reasonable attorneys fees) incident to any such filing, refiling,

recording and rerecording or depositing and re-depositing of any such

instruments or incident to the taking of such action.

SECTION 17. Lessor's Right to Perform.

If Lessee fails to make any payment required to be made by it hereunder

or fails to perform or comply with any of its other agreements contained herein,

Lessor may itself make such payment or perform or comply with such agreement,

after giving not less than five Business Days' prior notice thereof to Lessee

(except in the event that an Indenture Default resulting from a Lease Default or

a Lease Event of Default shall have occurred and be continuing, in which event

Lessor may effect such payment, performance or compliance to the extent

necessary to cure such Indenture Default with notice given concurrently with

such payment, performance or compliance), but shall not be obligated hereunder

to do so, and the amount of such payment and of the reasonable expenses of

Lessor incurred in connection with such payment or the performance of or

compliance with such agreement, as the case may be, together with interest

thereon at the Late Rate from such date of payment, to the extent permitted by

applicable law, shall be deemed to be Supplemental Rent, payable by Lessee to

Lessor on demand.

SECTION 18. Assignment.

Section 18.1 Assignment by Lessor. Lessee and Lessor hereby confirm

that concurrently with the execution and delivery of this Lease, Lessor has

executed and delivered to the Indenture Trustee the Indenture, which assigns as

collateral security and grants a security interest in favor of the Indenture

Trustee in, to and

under this Lease and certain of the Rent payable hereunder (excluding Excepted

Property), all as more explicitly set forth in the Indenture. Lessor agrees that

it shall not otherwise assign or convey its right, title and interest in and to

this Lease or any Unit, except as expressly permitted by and subject to the

provisions of the Participation Agreement, the Trust Agreement and the

Indenture.

Section 18.2 Assignment by Lessee. Except in the case of any

requisition for use by any governmental authority or any agency or

instrumentality thereof referred to in Section 11.1, Lessee will not, except as

expressly permitted in the Operative Agreements, without the prior written

consent of Lessor and the Indenture Trustee, assign any of its rights hereunder.

Section 18.3 Sublessee's or Others Performance and Rights. Any

obligation imposed on Lessee in this Lease shall require only that Lessee

perform or cause to be performed such obligation, even if stated herein as a

direct obligation, and the performance of any such obligation by the Manager

under the Management Agreement, the Insurance Manager under the Insurance

Agreement or any Sublessee under a Sublease then in effect and permitted by the

terms of this Lease shall constitute performance by Lessee and discharge such

obligation by Lessee. Except as otherwise expressly provided herein, any right

granted to Lessee in this Lease shall grant Lessee the right to (a) exercise

such right or permit such right to be exercised by the Manager or the Insurance

Manager or (b) in Lessee's capacity as sublessor pursuant to any Permitted

Sublease permit any Sublessee to exercise substantially equivalent rights under

any such sublease as are granted to Lessee under this Lease; provided, however,

that Lessee's right to terminate this Lease pursuant to Section 10 and Lessee's

purchase and renewal options set forth in Section 22 may be exercised only by

Lessee; provided, further, that nothing in this Section 18.3 shall or shall be

deemed to (i) create any privity of contract between any such Sublessee, on the

one hand, and any of Lessor, Owner Participant or any subsequent transferee or

Affiliate of any such Person, on the other hand, (ii) create any duty or other

liability of any nature whatsoever on the part of any of Lessor, Owner

Participant or any subsequent transferee or Affiliate of any such Person, to any

such Sublessee or any Affiliate thereof or (iii) modify or waive any term or

provision of Section 8.3 hereof, which Section 8.3 shall control if any conflict

arises between any of the provisions thereof and this Section 18.3. The

inclusion of specific references to obligations or rights of any such Sublessee

in certain provisions of this Lease shall not in any way prevent or diminish the

application of the provisions of the two sentences immediately preceding with

respect to obligations or rights in respect of which specific reference to any

such Sublessee has not been made in this Lease.

SECTION 19. Net Lease, Etc.

This Lease is a net lease and Lessee's obligation to pay all Rent

payable hereunder shall be absolute, unconditional and irrevocable and shall not

be affected

by any circumstance of any character including, without limitation, (i) any

set-off, abatement, counterclaim, suspension, recoupment, reduction, rescission,

defense or other right that Lessee may have against Lessor, Owner Participant,

the Indenture Trustee or any holder of an Equipment Note or Pass Through

Certificate, any vendor or manufacturer of any Unit, or any other Person for any

reason whatsoever, (ii) any defect in or failure of title, merchantability,

condition, design, compliance with specifications, operation or fitness for use

of all or any part of any Unit, (iii) any damage to, or removal, abandonment,

requisition, taking, condemnation, loss, theft or destruction of all or any part

of any Unit or any interference, interruption, restriction, curtailment or

cessation in the use or possession of any Unit by Lessee or any other Person for

any reason whatsoever or of whatever duration, (iv) any insolvency, bankruptcy,

reorganization or similar proceeding by or against Lessee, Lessor, Owner

Participant, the Indenture Trustee, Loan Participant, any holder of an Equipment

Note or Pass Through Certificate or any other Person, (v) the invalidity,

illegality or unenforceability of this Lease, any other Operative Agreement, or

any other instrument referred to herein or therein or any other infirmity herein

or therein or any lack of right, power or authority of Lessee, Lessor, Owner

Participant, the Indenture Trustee, any holder of an Equipment Note or Pass

Through Certificate or any other Person to enter into this Lease or any other

Operative Agreement or to perform the obligations hereunder or thereunder or

consummate the transactions contemplated hereby or thereby or any doctrine of

force majeure, impossibility, frustration or failure of consideration, (vi) the

breach or failure of any warranty or representation made in this Lease or any

other Operative Agreement by Lessee, Lessor, Owner Participant, Loan

Participant, the Indenture Trustee, any holder of an Equipment Note or Pass

Through Certificate or any other Person, (vii) the requisitioning, seizure or

other taking of title to or use of such Unit by any government or governmental

authority or otherwise, whether or not by reason of any act or omission of

Lessor, Lessee or the Indenture Trustee, or any other deprivation or limitation

of use of such Unit in any respect or for any length of time, whether or not

resulting from accident and whether or not without fault on the part of Lessee

or (viii) any other circumstance or happening whatsoever, whether or not similar

to any of the foregoing. To the extent permitted by applicable law, Lessee

hereby waives any and all rights which it may now have or which at any time

hereafter may be conferred upon it, by statute or otherwise, to terminate,

cancel, quit or surrender this Lease with respect to any Unit, except in

accordance with the express terms hereof. If for any reason whatsoever this

Lease shall be terminated in whole or in part by operation of law or otherwise,

except as specifically provided herein, Lessee nonetheless agrees, to the

maximum extent permitted by law, to pay to Lessor or to the Indenture Trustee,

as the case may be, an amount equal to each installment of Basic Rent and all

Supplemental Rent due and owing, at the time such payment would have become due

and payable in accordance with the terms hereof had this Lease not been

terminated in whole or in part. Each payment of Rent made by Lessee hereunder

shall be final and Lessee shall not seek or have any right to recover all or any

part of such payment from Lessor or any Person for any reason whatsoever.

Nothing contained

herein shall be construed to waive any claim which Lessee might have under any

of the Operative Agreements or otherwise or to limit the right of Lessee to make

any claim it might have against Lessor or any other Person or to pursue such

claim in such manner as Lessee shall deem appropriate.

SECTION 20. Notices.

Unless otherwise expressly specified or permitted by the terms hereof,

all communications and notices provided for herein shall be in writing or by

facsimile capable of creating a written record, and any such notice shall become

effective (i) upon personal delivery thereof, including, without limitation, by

reputable overnight courier or (ii) in the case of notice by facsimile, upon

confirmation of receipt thereof, provided such transmission is promptly further

confirmed in writing by the method set forth in clause (i) addressed to the

following Person at its respective address set forth below or at such other

address as such Person may from time to time designate by written notice to the

other Persons listed below:

If to Lessor: . TRLI 2001-1A Railcar Statutory Trust

. c/o State Street Bank and Trust Company of

. Connecticut, National Association

. 000 Xxxxxx Xxxxxx

. Xxxxxxx Square

. Xxxxxxxx, XX 00000

. Attention: Corporate Trust Administration

. Fax No.: (000) 000-0000

. Confirmation No.: (000) 000-0000

. With copies to Owner Participant.

If to Owner Participant: Trimaran Leasing, L.P.

. c/o Xxxxxx Xxxxxx Capital Corporation

. 000 Xxxx Xxxxx Xxxx, Xxxxx 000

. Xxxxxxxx, XX 00000

Attention: Vice President, Structured Finance

. Fax No.: (000) 000-0000

. Confirmation No.: (000) 000-0000

If to the Indenture Trustee: LaSalle Bank National Association

000 X. XxXxxxx Xxxxxx, Xxxxx 0000

. Xxxxxxx, XX 00000

Attention: Xxxxxxxx Xxxxxxxx

Fax No.: (000) 000-0000

Confirmation No.: (000) 000-0000

If to Lessee: . Trinity Rail Leasing I L.P.

0000 Xxxxxxxx Xxxxxxx

. Xxxxxx, XX 00000

. Attention: Vice President Leasing Operations

. Re: TRLI 2001-1A

. Fax No.: (000) 000-0000

. Confirmation No.: (000) 000-0000

SECTION 21. Concerning the Indenture Trustee.

Section 21.1 Limitation of the Indenture Trustee's Liabilities.

Notwithstanding any provision to the contrary contained herein or in any of the

Operative Agreements, the Indenture Trustee's obligation to take or refrain from

taking any actions, or to use its discretion (including, but not limited to, the

giving or withholding of consent or approval and the exercise of any rights or

remedies under such Operative Agreements), and any liability therefor, shall, in

addition to any other limitations provided herein or in the other Operative

Agreements, be limited by the provisions of the Indenture, including, but not

limited to, Article VI thereof.

Section 21.2 Right, Title and Interest of the Indenture Trustee Under

Lease. It is understood and agreed that the right, title and interest of the

Indenture Trustee in, to and under this Lease and the Rent due and to become due

hereunder shall by the express terms granting and conveying the same be subject

to the interest of Lessee in and to the Units as created pursuant to and

governed by the terms of this Lease.

SECTION 22. Purchase Options; Renewal Options.

Section 22.1 Early Purchase Option. In addition to the option granted

Lessee pursuant to Section 6.9 of the Participation Agreement and provided that

Lessee shall have duly given the notice required by the next succeeding sentence

and the corresponding notice under the Other Lease and shall concurrently

purchase all (but not less than all) of the units then subject to the Other

Lease, Lessee shall have the right and, upon the giving of such notice, the

obligation to purchase all (but not less than all) of the Units leased hereunder

(as specified in such notice) on the Early Purchase Date for such Units at a

price equal to the Early Purchase Price of such Units plus the other amounts

specified below. Lessee shall give Lessor written notice not less than 90 days

and not more than 180 days prior to the Early Purchase Date of its election to

exercise the purchase option provided for in this Section 22.1, which notice

shall be irrevocable. Payment of the Early Purchase Price, together with (w) all

unpaid Basic Rent therefor due and payable, or accrued, prior to the Early

Purchase Date, (x) any Make-Whole Amount and Late Payment Interest with respect

to the Equipment Notes then being prepaid, (y) the Accumulated Equity Deficiency

Amount (without duplication of amounts calculated above) and any Late Payment

Interest related thereto and (z) any other Supplemental Rent due and owing by

Lessee under the Operative Agreements (so that, after receipt and application of

all such payments, but without withdrawal from any Reserve Account, Owner

Participant shall be entitled under the terms of the Collateral Agency Agreement

to receive, and does receive, taking into account all payments of Basic Rent in

respect of the Units, the sum of the Accumulated Equity Deficiency Amount and

Late Payment Interest related thereto and any other amounts then due to Owner

Participant) shall be made on the Early Purchase Date at the place of payment

specified in Section 3.5 hereof in immediately available funds against delivery

of a xxxx of sale transferring and assigning to Lessee all right, title and

interest of Lessor in and to such Units on an "as-is" "where-is" basis and

containing a warranty as to the absence of Lessor's Liens. Lessor shall not be

required to make any other representation or warranty as to the condition of

such Units or any other matters, and may specifically disclaim any such

representations or warranties. The costs of preparing the xxxx of sale and all

other documentation relating to any purchase by Lessee pursuant to this Section

22.1 and the costs of all necessary filings relating to such purchase will be

borne by Lessee. In the event of any such purchase and receipt by Lessor of all

of the amounts provided in this Section 22.1, the obligation of Lessee to pay

Basic Rent hereunder shall cease and the Lease Term shall end.

If Lessee elects to exercise the purchase option provided for in this

Section 22.1, Lessee shall, as the purchase price therefor, in the sole

discretion of Lessee, either (i) pay the Early Purchase Price, together with all

other amounts due and owing by Lessee under the Operative Agreements, as

specified in the paragraph above or (ii) pay the difference between the amount

specified in clause (i) and the outstanding principal amount of the Equipment

Notes as of the Early Purchase Date and assume on a full recourse basis all of

the Owner Trustee's obligations under the Indenture in respect of the

indebtedness evidenced by such Equipment Notes related to such Units as provided

in Section 3.6 of the Indenture; provided, that, following such assumption, the

purchased Units shall remain subject to the Lien of a separate indenture similar

to the Indenture pursuant to Section 3.6 of the Indenture. Lessee will make the

payments required by foregoing clause (i) or assume the indebtedness evidenced

by the Equipment Notes as provided in foregoing clause (ii) on the Early

Purchase Date in immediately available funds against delivery of a xxxx of sale

transferring and assigning to Lessee all right, title and interest of Lessor in

and to the Units on an "as-is" "where-is" basis and containing a warranty as to

the absence of Lessor's Liens; provided, however, that Lessee shall have the

option of specifying in such notice under this Section 22.1 its election to

defer payment of a portion of the Early Purchase Price for such Units in four

(4) installments in the amounts and on the dates set forth on Schedule 6 to the

Participation Agreement so long as the portion of the Early Purchase Price

payable by Lessee on the Early Purchase Date in the event of any such election

by Lessee, under any circumstances and in any event, together with other amounts

of Supplemental Rent payable by Lessee on such date, will be at least sufficient

to pay in full, as of the date of payment thereof, the aggregate unpaid

principal and accrued interest of the Equipment Notes together with any Make

Whole Amount, Late Payment Interest and all other amounts owed to the

holders of the Equipment Notes under the Operative Agreements; and provided

further, that such deferred portion (i) may be prepaid by Lessee at any time in

whole and (ii) will be secured in favor of Lessor by a letter of credit by a

bank or financial institution acceptable to Owner Participant in its sole

discretion or if acceptable to Owner Participant in its sole discretion a

guaranty of Trinity in form and substance reasonably satisfactory to Lessor. If

Lessee shall fail to fulfill its obligations under this second paragraph of

Section 22.1, all of Lessee's obligations under this Lease and the Operative

Agreements, including, without limitation, Lessee's obligation to pay

installments of Rent, shall continue and Lessee shall be obligated to pay all

costs and expenses, including legal fees and expenses, incurred by Lessor, Owner

Participant and Indenture Trustee as a result of the notice given by Lessee

pursuant to this Section.

Listed on Schedule 6 to the Participation Agreement as the Basic Rent

Adjustment for the Early Purchase Date is the amount of Basic Rent that, as of

the Early Purchase Date, has been paid for periods after the Early Purchase Date

(based upon the assumption that all prior amounts of Basic Rent due have been

paid) or the amount of Basic Rent that, as of the Early Purchase Date, is the

amount of Basic Rent that has accrued but has not been paid for periods prior to

the Early Purchase Date. If Lessee exercises its Early Purchase Option and the

Basic Rent Adjustment is negative and Lessee pays all other amounts due in

relation to such exercise, then Lessee shall pay an amount equal to the Early

Purchase Price less the absolute value of the amount of such Basic Rent

Adjustment listed on Schedule 6 to the Participation Agreement (as a rebate of

such Basic Rent and not as a reduction in Early Purchase Price). If Lessee

exercises the Early Purchase Option and the Basic Rent Adjustment is positive,

Lessee shall pay an amount equal to the Early Purchase Price plus the Basic Rent

Adjustment (as a payment of accrued, but unpaid Basic Rent and not an increase

in the Early Purchase Price). If Lessee elects to pay the Early Purchase Price

in installments, then the amount of Basic Rent Adjustment listed on Schedule 6

to the Participation Agreement shall increase or decrease, as the case may be,

the amount of Early Purchase Price payable by Lessee on the Early Purchase Date.

Notwithstanding the foregoing provisions of this Section 22.1 to the

contrary, Lessee may purchase or cause an Affiliate of Lessee to purchase the

Beneficial Interest in lieu of Lessee purchasing the Units pursuant to this

Section 22.1 for a purchase price equal to the Beneficial Interest Purchase

Price and may keep this Lease (and the Equipment Notes) in place; provided, that

Lessee shall remain liable under this Lease to pay Basic Rent and all other

payments hereunder in full, provided, further, that such purchase shall be made

in all respects in accordance with Section 6.9 of the Participation Agreement.

Section 22.2 Election to Retain or Return Equipment at End of Basic or

Renewal Term. Not less than 180 days and not more than 360 days prior to the end

of the Basic Term or any Renewal Term, Lessee shall give Lessor a preliminary

notice of its decision to return or retain the Units and the units subject to

the Other Lease (it being understood that at the end of the Basic Term or any

Renewal Term Lessee must return all (and not less than all) such Units and units

if it returns any, or retain all (and not less than all) such Units and units if

it retains any) at the end of the Basic Term or such Renewal Term and not less

than 120 days prior to the end of the Basic Term or the end of any Renewal Term,

Lessee shall give Lessor irrevocable written notice of its decision to return or

retain the Units at the end of the Basic Term or such Renewal Term. If Lessee

elects to retain Units, Lessee shall comply with Section 22.3 and/or 22.4

hereof, as it may elect in accordance with the provisions thereof including the

notice requirements stated therein. If Lessee fails to give the 120 days' notice

required by this Section 22.2, or a subsequent notice required by Section 22.3

or 22.4, Lessee shall be deemed to have irrevocably elected to return all of the

Units at the end of the Basic Term or the applicable Renewal Term, as the case

may be, in accordance with Section 6.

Section 22.3 Purchase Option. Provided that Lessee shall have duly

given the notice required by Section 22.2 and by the next succeeding sentence of

this Section 22.3 and, in the case of a purchase, Lessee shall have given a

corresponding notice under the Other Lease and shall upon the purchase of the

Units hereunder concurrently purchase the units under the Other Lease, Lessee

shall have the right and, upon the giving of such notice under this Section

22.3, the obligation to pur-chase all of the Units at a price equal to the Fair

Market Sales Value of such Units, at the expiration of the Basic Term, or, if a

Renewal Term is then in effect, at the end of such Renewal Term, plus all other

amounts due and owing by Lessee under the Operative Agreements, including,

without limitation, Late Payment Interest and any unpaid Rent (so that, after

receipt and application of all such payments, but without withdrawal from any

Reserve Account, Owner Participant shall be entitled under the terms of the

Collateral Agency Agreement to receive, and does receive, taking into account

all Basic Rent payments in respect of the Units, the sum of the Accumulated

Equity Deficiency Amount and Late Payment Interest related thereto and any other

amounts then due to Owner Participant). Lessee shall give Lessor written notice

not less than 90 days and not more than 360 days prior to the end of the Basic

Term or any Renewal Term, as the case may be, of its election to exercise the

purchase option provided for in this Section 22.3, which notice shall be

irrevocable. Payment of the purchase price, together with all other amounts due

and owing by Lessee under the Operative Agreements shall be made at the place of

payment specified in Section 3.5 hereof in immediately available funds against

delivery of a xxxx of sale transferring and assigning to Lessee all right, title

and interest of Lessor in and to such Units on an "as-is" "where-is" basis and

containing a warranty as to the absence of Lessor's Liens. Lessor shall not be

required to make any other representation or warranty as to the condition of

such Units or any other matters, and may specifically disclaim any such

representations or warranties.

Section 22.4 Renewal Option. Provided no Event of Default shall have

occurred and be continuing and Lessee shall have duly given the notice required

by Section 22.2, and the corresponding notice under the Other Lease and shall

upon the renewal of the Units hereunder concurrently renew the units under the

Other Lease and Lessee has not exercised its option to purchase the Units

pursuant to Section 22.3, Lessee shall have the right and, upon the giving of a

notice under this Section 22.4 as below provided, the obligation to lease

pursuant to this Lease all (but not less than all) of the Units at the

expiration of the Basic Term or any applicable Renewal Term. Lessee may exercise

this renewal option by giving Lessor written notice not less than 90 days and

not more than 360 days prior to the end of the Basic Term (or, in the

circumstances described below the then Renewal Term) that Lessee elects to renew

this Lease with respect to all, but not less than all, of the Units then leased

hereunder at a rental payment calculated by reference to the then fair market

rental value (a "Fair Market Renewal") or a fixed rental (a "Fixed Rate

Renewal"). At Lessee's option, such renewal may, in the case of a Fair Market

Renewal, be for a renewal term of one or more years or, in the case of a Fixed

Rate Renewal, be for an initial renewal term of three years (but not to extend

beyond the Outside Renewal Date) and in connection with any renewal term

following the initial renewal term, a term of one year or more expiring not

later than the Outside Renewal Date, in each case as Lessee shall specify in

such notice, which notice shall be irrevocable. The Basic Rent for each Unit

during any Renewal Term (the "Renewal Rent") shall (a) in the case of any Fixed

Rate Renewal, be 1/12th of 100% of the average annual Basic Rent allocated over

the period from the end of the Basic Rent Holiday through the Basic Term

Expiration Date, payable monthly in arrears and (b) in the case of any Fair

Market Renewal, be 100% of the Fair Market Rental Value determined as of the

commencement of the applicable Renewal Term; provided, however, that in the case

of the first two years of the Fair Market Renewal period(s) that immediately

follow the Basic Term Expiration Date (whether under Section 22.4 or Section

6.1), be 105% of the Fair Market Rental Value determined as of the commencement

of the applicable Renewal Term; provided further, however, that the preceding

proviso shall not apply in the event that the Lessee provides the Lessor, at the

Lessee's sole cost and expense, with an opinion of independent tax counsel

selected by Lessor (which counsel shall be selected by Lessor from among four

nationally recognized law firms proposed by Lessee, each of which must be

experienced in leveraged leasing transactions similar to the transactions

contemplated herein) to the effect that applicable Treasury Regulations (or

other administrative pronouncements upon which taxpayers may rely for Federal

income tax purposes) will permit rent for such Renewal Term at a rate equal to

100% of the fair market rent determined as of the time of such Renewal Term

without resulting in any adverse Federal income tax consequences to the Owner

Participant Parent (within the meaning of the Tax Indemnity Agreement) under

Code Section 467 or any successor provision thereto. Each Renewal Term shall

commence immediately upon the expiration of the Basic Term or the preceding

Renewal Term, as the case may be. Lessee shall not be entitled to enter any

Fixed Rate Renewal following the expiry of any Fair Market Renewal.

Section 22.5 Rent Appraisal; Outside Renewal Date. Promptly following

Lessee's irrevocable written notice pursuant to Section 22.2 of its election to

retain the Units at the end of the Basic Term or any Renewal Term (and, in any

event, if it is anticipated that there will be any Extended Units at the end of

the Basic Term or such Renewal Term), Lessor and Lessee shall determine (a) if

Lessee shall have exercised a Fixed Rate Renewal, (i) the remaining useful life

and Fair Market Sales Value (based on the actual condition of a reasonable

sampling of such Units and determined pursuant to the appraisal procedure set

forth in the definition of Fair Market Sales Value) of the Units, and (ii) the

latest date such that (1) the period from the Closing Date to such date would

not exceed 80% of the useful life of any Unit (as determined in subclause (i)

above) from and after the Closing Date, and (2) the Fair Market Sales Value of

each Unit (determined without regard to inflation or deflation from the Closing

Date) on such date would not be less than 20% of the Equipment Cost of such Unit

(such date determined under this subclause (ii) shall thereafter be the latest

date to which this Lease may be renewed pursuant to a Fixed Rate Renewal under

Section 22.4 (the "Outside Renewal Date")), (b) if Lessee shall have exercised

the purchase option under Section 22.3(i) or any renewal option under Section

22.4, the Fair Market Sales Value of the applicable Units as of the end of the

then existing Basic Term or Renewal Term, as applicable, in each case assuming

such Units are at least in the condition required by this Lease, and (c) if

Lessee shall have exercised a Fair Market Renewal (or if it is anticipated that

there will be any Extended Units at the end the Basic Term or such Renewal

Term), the Fair Market Rental Value of the applicable Units as of the end of the

then existing Basic Term or Renewal Term, as applicable, in each case assuming

such Units are at least in the condition required by this Lease.

Section 22.6 Stipulated Loss Amount and Termination Amount During

Renewal Term. All of the provisions of this Lease, other than Section 10, shall

be applicable during any Renewal Term for such Units, except as specified in the

next sentence. During any Renewal Term, the Stipulated Loss Amount and

Termination Amount of any Unit shall be determined on the basis of the Fair

Market Sales Value of such Unit as of the first day of such Renewal Term,

reduced in equal monthly increments to the Fair Market Sales Value of such Unit

as of the last day of such Renewal Term; provided that in no event during any

Fixed Rate Renewal shall the Stipulated Loss Amount and Termination Amount of

any Unit be less than 20% of the Equipment Cost of such Unit.

Section 22.7 Deemed Renewals. If Lessee does not exercise its purchase

option under Section 22.3 or its renewal option under Section 22.4 at the end of

the Basic Term or any Renewal Term, then the Lease for any Unit subject to a

Sublease at the end of the Basic Term or such Renewal Term shall be deemed

automatically renewed for a Renewal Term expiring at the expiration of such

Sublease's term (but in no event later than three years following the expiry of

the Basic Term or such Renewal Term, as applicable) (such Unit, an "Extended

Unit"). The terms and conditions of any such deemed renewal of a Unit under this

Section 22.7 including rent shall otherwise be those generally provided in

Section 22.4 in respect of a Fair Market Renewal for the period thereof (which

shall be considered a Renewal Term).

Section 22.8 Funding of Accounts on Purchase. Lessee will not exercise

the purchase option under this Section 22 unless either (a) the full amount

required to fund the Post Lease Term Reserve Account is (upon consummation of

such purchase and distribution of all amounts required to be distributed by the

Collateral Agent under the Collateral Agency Agreement) and will be then

available to the Collateral Agent to fund such account or (b) an indemnity

pursuant to Section 3.13 of the Collateral Agency Agreement has been provided.

SECTION 23. Limitation of Lessor's Liability.

It is expressly agreed and understood that all representations,

warranties and undertakings of Lessor hereunder (except as expressly provided

herein) shall be binding upon Lessor only in its capacity as Owner Trustee under

the Trust Agreement and in no case shall the Trust Company be personally liable

for or on account of any statements, representations, warranties, covenants or

obligations stated to be those of Lessor hereunder, except that the Trust

Company shall be personally liable for its gross negligence or willful

misconduct and for its breach of its covenants, representations and warranties

contained herein to the extent covenanted or made in its individual capacity.

SECTION 24. Investment of Security Funds.

Any moneys received by Lessor or the Indenture Trustee pursuant to

Section 12.2 which are required to be paid to Lessee after completion of repairs

to be made pursuant to Section 12.2 or pursuant to Section 11.4(a) or 11.5, as

the case may be, shall be paid directly to the appropriate Non-Shared Payments

Account established under the Collateral Agency Agreement.

SECTION 25. Miscellaneous.

Section 25.1 Governing Law; Severability. THIS LEASE SHALL BE GOVERNED

BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF

NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTION

5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Whenever possible, each

provision

of this Lease shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Lease shall be prohibited by

or invalid under the laws of any jurisdiction, such provision, as to such

jurisdiction, shall be ineffective to the extent of such prohibition or

invalidity, without invalidating the remainder of such provision or the

remaining provisions of this Lease in any other jurisdiction.

Section 25.2 Execution in Counterparts. This Lease may be executed in

any number of counterparts, each executed counterpart constituting an original

and in each case such counterparts shall constitute but one and the same

instrument; provided, however, that to the extent that this Lease constitutes

chattel paper (as such term is defined in the Uniform Commercial Code) no

security interest in this Lease may be created through the transfer or

possession of any counterpart hereof other than the counterpart bearing the

receipt therefor executed by the Indenture Trustee on the signature page hereof,

which counterpart shall constitute the only "original" hereof for purposes of

the Uniform Commercial Code.

Section 25.3 Headings and Table of Contents; Section References. The

headings of the sections of this Lease and the Table of Contents are inserted

for purposes of convenience only and shall not be construed to affect the

meaning or construction of any of the provisions hereof. All references herein

to numbered sections, unless otherwise indicated, are to sections of this Lease.

Section 25.4 Successors and Assigns. This Lease shall be binding upon

and shall inure to the benefit of, and shall be enforceable by, the parties

hereto and their respective permitted successors and permitted assigns.

Section 25.5 True Lease. It is the intent of the parties to this Lease

that it will be a true lease and not a "conditional sale", that Lessor shall at

all times be considered to be the owner of each Unit which is the subject of

this Lease for the purposes of all federal, state, city and local income taxes,

that this Lease conveys to Lessee no right, title or interest in any Unit except

as lessee and that the Lease will be a finance lease under the provisions of

Article 2A of the New York Uniform Commercial Code. Nothing contained in this

Section 25.5 shall be construed to limit Lessee's use or operation of any Unit

or constitute a representation, warranty or covenant by Lessee as to tax

consequences.

The parties hereto hereby agree that Lessee's obligation to make

payments of the type described in the definition of "Excepted Property" is a

separate and independent obligation from its obligation to make other Rent

payments, and that Lessee's obligation to make payments of the type described in

the definition of "Excepted Property" may be independently enforced and may be

assigned, pledged or otherwise transferred separately from Lessee's obligations

to make other Rent payments. The obligation to make such payments has been

included herein for the convenience of the parties.

Section 25.6 Amendments and Waivers. No term, covenant, agreement or

condition of this Lease may be terminated, amended or compliance therewith

waived (either generally or in a particular instance, retroactively or

prospectively) except by an instrument or instruments in writing executed by

each party hereto and except as may be permitted by the terms of the Indenture.

Section 25.7 Survival. All warranties, representations, indemnities and

covenants made by either party hereto, herein or in any certificate or other

instrument delivered by such party or on the behalf of any such party under this

Lease, shall be considered to have been relied upon by the other party hereto

and shall survive the consummation of the transactions contemplated hereby on

the Closing Date regard-less of any investigation made by either such party or

on behalf of either such party, and to the extent having accrued and not been

paid or relating to or otherwise arising in connection with the transactions

contemplated by the Operative Agreements during the Lease Term, shall survive

the expiration or other termination of this Lease or any other Operative

Agreement.

Section 25.8 Business Days. If any payment is to be made hereunder or

any action is to be taken hereunder on any date that is not a Business Day, such

payment or action otherwise required to be made or taken on such date shall be

made or taken on the immediately succeeding Business Day with the same force and

effect as if made or taken on such scheduled date and as to any payment

(provided any such payment is made on such succeeding Business Day) no 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.

Section 25.9 Directly or Indirectly; Performance by Managers. Where any

provision in this Lease refers to action to be taken by any Person, or which

such Person is prohibited from taking, such provision shall be applicable

whether such action is taken directly or indirectly by such Person. In this

regard, it is understood and agreed that Lessee has entered into the Management

Agreement with the Manager and the Insurance Agreement with the Insurance

Manager, under which agreements certain rights and obligations of Lessee

hereunder will be exercised and performed by such Persons on behalf of Lessee.

Lessee agrees to instruct the Manager and the Insurance Manager to take such

actions as shall be necessary or appropriate under such agreements so that

Lessee shall be in compliance in all material respects with its obligations

hereunder and under the other Operative Agreements.

Section 25.10 Incorporation by Reference. The payment obligations set

forth in Sections 7.1 and 7.2 of the Participation Agreement are hereby

incorporated by reference.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease to be

duly executed and delivered on the day and year first above written.

Lessor:

TRLI 2001-1A RAILCAR STATUTORY

TRUST,

By: State Street Bank and Trust Company of

Connecticut, National Association, not in its

individual capacity except as otherwise

expressly provide ut solely as Owner Trustee

By:

------------------------------------------

Name:

----------------------------------------

Title:

---------------------------------------

Lessee:

TRINITY RAIL LEASING I L.P.

By TILX GP I, LLC,

its General Partner

By:

------------------------------------------

Name: Xxxx Xxxxxxxxx

Title: Vice President

Receipt of this original counterpart of the foregoing Lease is

hereby acknowledged on the ___ day of May, 2001.

LASALLE BANK NATIONAL ASSOCIATION,

Indenture Trustee

By:

------------------------------------------

Name: Xxxxx X. Xxxx

Title: Senior Vice President

Exhibit A

LEASE SUPPLEMENT NO. _____

(TRLI 2001-1A)

This Lease Supplement No. ___, dated as of ____________, between TRLI

2001-1A Railcar Statutory Trust by State Street Bank and Trust Company of

Connecticut, National Association, not in its individual capacity but solely as

Owner Trustee under the Trust Agreement ("Lessor"), and Trinity Rail Leasing I

L.P., a Texas limited partnership ("Lessee");

Witnesseth:

Lessor and Lessee have heretofore entered into that certain Equipment

Lease Agreement (TRLI 2001-1A) dated as of May 17, 2001 (the "Lease"). The terms

used herein are used with the meanings assigned to such terms in the Lease.

The Lease provides for the execution and delivery of one or more Lease

Supplements substantially in the form hereof for, among other things, the

purpose of particularly describing all or a portion of the Units to be leased to

Lessee under the Lease.

Now, therefore, in consideration of the premises and other good and

sufficient consideration, and pursuant to Section 2 of the Lease, Lessor and

Lessee hereby agree as follows:

1. Lessor hereby delivers and leases to Lessee, and Lessee hereby

accepts and leases from Lessor, under the Lease as herein supplemented, the

Units described in Schedule 1 hereto.

2. All of the terms and provisions of the Lease are hereby incorporated

by reference in this Lease Supplement to the same extent as if fully set forth

herein.

3. To the extent that this Lease Supplement constitutes chattel paper

(as such term is defined in the Uniform Commercial Code) no security interest in

this Lease Supplement may be created through the transfer or possession of any

counterpart hereof other than the counterpart bearing the receipt therefor

executed by the Indenture Trustee on the signature page hereof, which

counterpart shall constitute the only "original" hereof for purposes of the

Uniform Commercial Code.

4. THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND

INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT

REGARD TO CONFLICTS

OF LAW PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS

LAW).

5. This Lease Supplement may be executed in any number of counterparts,

each executed counterpart constituting an original but all together constituting

one and the same instrument.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease

Supplement to be duly executed as of the day and year first above written and to

be delivered as of the date first above written.

Lessor:

TRLI 2001-1A RAILCAR STATUTORY

TRUST,

By: State Street Bank and Trust Company of

Connecticut, National Association, not in its

individual capacity but solely as Owner

Trustee

By:

-------------------------------------------

Name:

-----------------------------------------

Lessee:

---------------------------------------

TRINITY RAIL LEASING I L.P.

By TILX GP I, LLC,

its General Partner

By:

-------------------------------------------

Name:

-----------------------------------------

Title:

----------------------------------------

(1) Receipt of this original counterpart of the foregoing Lease

Supplement is hereby acknowledged on this ___ day of ____, 20___.

LASALLE BANK NATIONAL ASSOCIATION,

as Indenture Trustee

By:

-------------------------------------------

Name:

------------------------------------------

Title:

-----------------------------------------

(1) This language contained in the original counterpart only.

APPENDIX A TO

LEASE AGREEMENT

(TRLI 2001-1A)

DEFINITIONS

GENERAL PROVISIONS

The following terms shall have the following meanings for all purposes

of the Operative Agreements referred to below, unless otherwise defined in an

Operative Agreement or the context thereof shall otherwise require, and such

meanings shall be equally applicable to both the singular and the plural forms

of the terms herein defined. In the case of any conflict between the provisions

of this Appendix A and the provisions of the main text of any Operative

Agreement, the provisions of the main text of such Operative Agreement shall

control the construction of such Operative Agreement.

Unless otherwise required by the context, (i) references to agreements

shall be deemed to mean and include such agreements as the same may be amended,

supplemented and otherwise modified from time to time and (ii) references to

parties to agreements shall be deemed to include the successors and permitted

assigns of such parties.

DEFINED TERMS

"AAR" means the Association of American Railroads or any successor

thereto.

"Acceptable GIC Provider" means a provider of a Guaranteed Investment

Contract whose long-term unsecured senior debt is rated at least "AA" by S&P or

"Aa2" by Xxxxx'x (or equivalent ratings by another nationally recognized credit

rating agency if both of such corporations are not in the business of rating

long-term unsecured senior debt at the time of issuance) or who has provided

collateral in acceptable form to S&P or Xxxxx'x with respect to such Guaranteed

Investment Contract such that the rating with respect to such Guaranteed

Investment Contract is at least "AA" by S&P or "Aa2" by Xxxxx'x.

"Accounts" has the meaning assigned thereto in the Collateral Agency

Agreement.

"Accumulated Equity Deficiency Amount" means, on any Payment Date, the

aggregate amount equal to the Equity Portion of Basic Rent scheduled for payment

on or prior to such Payment Date and not paid plus the Equity Portion of

Stipulated Loss Amount, Equity Portion of Termination Amount or Equity Portion

of Early Purchase Price, if any, then due and owing.

"Adjusted Payment Amount" means, for each Adjusted Principal Period,

the product of (i) the sum of all principal payments made during such Adjusted

Principal Period (excluding any Prepaid Amount) and (ii) the Adjustment

Multiplier for such Adjusted Principal Period.

"Adjusted Principal Period" means, at any Payment Date (the "Relevant

Payment Date"), (i) in the event no Prepayment has been made, the period from

the Closing Date to and including the Payment Date immediately preceding the

Relevant Payment Date or (ii) in the event one or more Prepayments have been

made on or prior to the Relevant Payment Date, each of the following periods,

without duplication: (a) the period from the Closing Date to and including the

first Payment Date thereafter on which a Prepayment has been made, (b) each

period, if any, between two Payment Dates on which successive Prepayments have

been made, in each case excluding the Payment Date upon which such period

commences to and including, the Payment Date upon which such period ends and (c)

the period, if any, from but excluding the Payment Date immediately preceding

the Relevant Payment Date on which a Prepayment was made to and including the

Payment Date immediately preceding the Relevant Payment Date.

"Adjustment Date" has the meaning assigned thereto in the definition of

Basic Rent Adjustment.

"Adjustment Multiplier" means at any Payment Date (the "Relevant

Payment Date") for any Adjusted Principal Period, a fraction, the numerator of

which shall be the aggregate Equipment Cost of all Units included in the

Indenture Estate on the Relevant Payment Date (including in this numerator the

Equipment Cost of any Excluded Unit for the Relevant Payment Date) and the

denominator of which shall be the aggregate Equipment Cost of all Units included

in the Indenture Estate at the commencement of such Adjusted Principal Period.

"Administration Fee" has the meaning assigned thereto in Section 2 of

the Administrative Services Agreement.

"Administrative Services Agreement" means the Administrative Services

Agreement, dated as of May 17, 2001, between TRMI and the Partnership.

"Administrative Services Standard" means the level of care and

diligence as shall be required (i) in order for the Partnership to perform its

obligations under the Lease and the other Operative Agreements and (ii) in any

event consistent with customary commercial practice as would be used by a

prudent Person in the administration services industry and the level of care and

diligence utilized by the Administrator in its own business.

"Administrator" has the meaning assigned thereto in the Administrative

Services Agreement.

"Affiliate" means, with respect to any Person, any other Person which

directly or indirectly controls, or is controlled by, or is under a common

control with, such Person; provided, however, that under no circumstance shall

the Trust Company be considered to be an Affiliate of any of the Owner

Participant, the Owner Trustee, the Other Owner Trustee, the Trust or the Other

Trust, nor shall any of the Owner Participant, the Owner Trustee, the Other

Owner Trustee, the Trust or the Other Trust be considered to be an Affiliate of

the Trust Company. The term "control" means 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" have

meanings correlative to the foregoing.

"After-Tax Basis" means, with respect to any payment due to any Person,

that the amount of such payment is supplemented by a further payment or payments

so that the sum of all such payments, after reduction for all Taxes payable by

such Person by reason of the receipt or accrual of such payments, shall be equal

to the payment due to such Person.

"Alternative Minimum Tax" means the alternative minimum tax imposed

under Section 55 of the Code.

"Applicable Period" has the meaning assigned thereto in Section 4.4(a)

of the Indenture.

"Appraisal" has the meaning assigned thereto in Section 4.3(a) of the

Participation Agreement.

"Appraiser" has the meaning assigned thereto in Section 4.3(a) of the

Participation Agreement.

"Arrangers" means, collectively, Dresdner Klienwort Xxxxxxxxxxx and

PriceWaterhouseCoopers LLP.

"Assignment" means the Assignment Agreement, dated as of May 17, 2001,

between the Partnership and the Owner Trustee.

"Assumed Debt" means any Lender Loan which has been assumed by the

Partnership in connection with Section 22.1 of the Lease.

"Assumed Loan Documentation" means the documentation evidencing the

Assumed Debt.

"Authorized Representative" of any entity means the person or persons

authorized to act on behalf of such entity.

"Average Life Date" means, with respect to an Equipment Note, the date

which follows (i) in the case of an Equipment Note being prepaid, the date of

such prepayment or (ii) in the case of an Equipment Note not being prepaid, the

date of such determination, by a period equal to the Remaining Weighted Average

Life of such Equipment Note.

"Bankruptcy Code" means Chapter 11 of Title 11 of the United States

Code, 11 U.S.C. Section 101 et. seq.

"Base Component" has the meaning assigned thereto in Section 5.2(a) of

the Management Agreement.

"Base Rate" means the rate of interest announced from time to time by

Bank One, NA at its principal office in Chicago, Illinois as its "corporate base

rate" (or its equivalent successor rate, if the corporate base rate is no longer

used). "Basic Rent" means, with respect to any Unit, all rent payable by the

Lessee to the Lessor pursuant to Section 3.2 of the Lease for the Basic Term for

such Unit, and, upon the exercise by Lessee of its renewal option in respect of

such unit, all rent payable pursuant to Section 22.4 of the Lease for any

Renewal Term for such Unit.

"Basic Rent Adjustment" for any date on which amount calculated by

reference to Termination Value, Stipulated Loss Value or Early Purchase Price

are payable (such date for purposes of this definition, the "Adjustment Date")

means the sum of: (i) all amounts of Basic Rent allocated to any period prior to

the Adjustment Date and not yet paid reduced by all amounts of Basic Rent paid

prior to the Adjustment Date and allocated to periods after the Adjustment Date

and (ii) the Basic Rent payment due and payable on the Adjustment Date. The

Basic Rent Adjustments are set forth on Schedules 4-A, 4-B and 6 to the

Participation Agreement.

"Basic Rent Holiday" has the meaning assigned thereto in Section 3.2 of

the Lease.

"Basic Term" has the meaning assigned thereto in Section 3.1 of the

Lease.

"Basic Term Commencement Date" means the Closing Date.

"Basic Term Expiration Date" means May 17, 2023.

"Beneficial Interest" means the interest of the Owner Participant in

the Trust Estate pursuant to the Trust Agreement.

"Beneficial Interest Purchase Price" has the meaning assigned thereto

in Section 6.9(a)(i) of the Participation Agreement.

"Beneficiaries" has the meaning assigned thereto in the Collateral

Agency Agreement.

"Beneficiary Termination Date" has the meaning assigned thereto in the

Collateral Agency Agreement.

"Xxxx of Sale" means the full warranty xxxx of sale, dated the Closing

Date or the date that any Replacement Unit is subjected to the Lease, from the

Lessee to the Owner Trustee covering the Units delivered on the Closing Date or

such Replacement Unit, as the case may be.

"Business Day" means 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, Chicago,

Illinois, the city and state in which the Collateral Agent maintains its

corporate trust office, the city and state in which the principal corporate

trust office of the Owner Trustee is located, or, until the Lien of the

Indenture has been discharged, the city and state in which the principal

corporate trust office of the Indenture Trustee is located.

"Calculation Date" means the last Business Day of each calendar month.

"Canadian Affiliate" has the meaning assigned thereto in Section 8.3 of

the Lease.

"Cash Trapping Account" means the account of that name established

pursuant to Section 3.1 of the Collateral Agency Agreement.

"Certificate Purchase Agreement" means the Certificate Purchase

Agreement, dated as of May 17, 2001, among the Initial Purchasers and the

Lessee.

"Certificateholder" means the Person in whose name a Pass Through

Certificate is registered in the register for Pass Through Certificates of a

particular series.

"Certificates" or "Pass Through Certificates" means the Pass Through

Certificates issued pursuant to the Pass Through Trust Agreement.

"Claims" means any and all costs, expenses, liabilities, obligations,

losses, damages, penalties, actions or suits or claims of whatsoever kind or

nature (whether or not on the basis of negligence, strict or absolute liability

or liability in tort),

including, without limitation, all reasonable out-of-pocket costs, disbursements

and expenses (including legal fees and expenses) paid or incurred in connection

therewith or related thereto.

"Closing" has the meaning assigned thereto in Section 2.3(b) of the

Participation Agreement.

"Closing Date" means the date on which the Closing occurs.

"Code" means the Internal Revenue Code of 1986, as amended from time to

time.

"Collateral" has the meaning set forth in Section 2.1 of the Collateral

Agency Agreement.

"Collateral Agency Agreement" means the Collateral Agency Agreement,

dated as of May 17, 2001, among the Lessee, the Collateral Agent, the Owner

Trustee, the Other Owner Trustee, the Indenture Trustee, TILC, TRMI and certain

other Persons.

"Collateral Agency Event of Default" means a "Manager Default" as

specified under Section 8.2 of the Management Agreement or an "Insurance Manager

Default" as specified under Section 6.2 of the Insurance Agreement, in each case

after the giving of any required notice thereunder and/or the expiration of any

applicable cure period provided therein.

"Collateral Agent" means Bank One Trust Company, NA, as collateral

agent under the Collateral Agency Agreement, and any successor collateral agent

thereunder.

"Collection Account" means the account of that name established

pursuant to Section 3.1 of the Collateral Agency Agreement.

"Collections" for any period means, without duplication, (i) all

amounts payable to the Partnership or to the Collection Account in respect of

the Equipment, the Pledged Equipment, the Subleases and the Pledged Equipment

Leases, including amounts received in respect of claims for damages or in

respect of breaches of contract or nonpayment of any amount due thereunder, (ii)

all income earned on amounts on deposit in the Accounts and (iii) all other

payments of whatever kind (other than Non-Shared Payments and amounts

distributed to the Partnership pursuant to Section 3.10 of the Collateral Agency

Agreement) received by the Partnership pursuant to any other Partnership

Document, but, excluding the proceeds from the sale of the Units to the Lessor

pursuant to the Participation Agreement on the Closing Date.

"Contiguous United States" means the continental United States

(excluding Alaska and Hawaii).

"Control Agreement" means the Securities Accounts Control Agreement,

dated as of May 17, 2001, between the Partnership and Bank One Trust Company,

NA, as Collateral Agent and Securities Intermediary.

"Coverage Ratio" means the Historical Coverage Ratio or the Projected

Coverage Ratio.

"Credit Bankrupt" means a Person which (i) is subject to any bankruptcy

or insolvency proceeding or (ii) is not paying its debts generally as they

become due.

"Customer" means any Sublessee or Pledged Equipment Lessee.

"Damages" has the meaning specified in Section 5.4 of the Collateral

Agency Agreement.

"Debt Rate" means an interest rate equal to 6.74% per annum (computed

on the basis of a 360-day year of twelve 30-day months).

"Default Interest" means interest on any amount of the Rated

Amortization Amount of, or Regular Interest on, Equipment Notes that was not

paid when such amount became due and payable.

"Default Rate" means as of any date of determination, the lesser of (x)

(i) in the case of any amount paid to or for the benefit of the Owner

Participant, 2.0% plus the Base Rate in effect as of such date, and (ii) in the

case of any amount other than amounts referred to in (i), 2.0% over the Debt

Rate and (y) the maximum interest rate permitted by law (computed on the basis

of a 360-day year of twelve 30-day months).

"Designation Letter" has the meaning assigned to such term in the

Collateral Agency Agreement.

"Determination Date" means a Payment Date.

"Early Purchase Date" means the early purchase date specified on

Schedule 6 to the Participation Agreement.

"Early Purchase Option" means the purchase option provided the Lessee

in Section 22.1 of the Lease.

"Early Purchase Price" means, with respect to any Unit, the amount

equal to the product of the percentage set forth in Schedule 6 to the

Participation Agreement and the Equipment Cost for such Unit. Notwithstanding

anything to the contrary contained in the Lease or in the Participation

Agreement, the Early Purchase Price for a Unit (both before and after any

adjustment pursuant to Section 2.6 of the Participation Agreement and after

giving effect to any offset pursuant to Section 22.1 of the Lease) will, under

any circumstances and in any event, be an amount which, together with any other

amounts required to be paid by the Lessee under the Lease in connection with its

exercise of the option under Section 22.1 of the Lease, will be at least

sufficient to pay in full as of the Early Purchase Date the aggregate unpaid

principal of the Equipment Notes issued in respect of such Unit, together with

all unpaid interest, Late Payment Premium and Make-Whole Amount, if any, thereon

accrued to the date on which such amount is paid in accordance with the terms

thereof and all other Secured Amounts then due to the holders of the Equipment

Notes in respect of such Unit.

"Equipment" means, collectively, those items of railroad rolling stock

described in the Lease Supplements and the Indenture Supplements, together with

any and all replacements thereof and any and all accessions, additions,

improvements to and replacements from time to time incorporated or installed in

any item thereof which are the property of the Owner Trustee pursuant to the

terms of a Xxxx of Sale or the Lease.

"Equipment Cost" means, for each Unit, the purchase price therefor paid

by the Owner Trustee to the Lessee pursuant to Section 2 of the Participation

Agreement and as set forth in Schedule 1 to the Participation Agreement with

respect to such Unit. Notwithstanding anything to the contrary contained in the

Operative Agreements, the Equipment Cost for any Replacement Unit shall be

deemed to be the Equipment Cost or deemed Equipment Cost of the Unit replaced by

such Replacement Unit.

"Equipment Lease" or "Lease" or "Lease Agreement" means the Equipment

Lease Agreement (TRLI 2001-1A), relating to the Equipment, dated as of May 17,

2001, between the Owner Trustee, in the capacities described therein, as Lessor,

and the Lessee. The term "Lease" shall, except where the context otherwise

requires, include each Lease Supplement entered into pursuant to the terms of

the Lease.

"Equipment Notes" means the Equipment Notes, each substantially in the

form set forth in Section 2.1 of the Indenture, issued by the Owner Trustee

pursuant to Section 2.2 of the Indenture, and authenticated by the Indenture

Trustee, in principal amounts, maturities and bearing interest at the rates and

payable as provided in Section 2.2 of the Indenture and secured as provided in

the Granting Clause of the Indenture, and shall include any Equipment Note

issued in exchange therefor or replacement thereof pursuant to Section 2.7 or

2.8 of the Indenture.

"Equity Insufficiency Circumstance" means, at any date, the failure of

the Owner Participant to have received under the Collateral Agency Agreement the

full amount due on such date of the Accumulated Equity Deficiency Amount.

"Equity Portion of Basic Rent" means, at any Payment Date, the amount

represented in the column entitled "Equity Portion of Basic Rent Payment" on

Schedule 3-A to the Participation Agreement corresponding to such Payment Date.

"Equity Portion of Early Purchase Price" means the amount designated as

such in accordance with Schedule 6 to the Participation Agreement.

"Equity Portion of Stipulated Loss Amount" means, as of any date, the

amount represented in the column entitled "Equity Portion of Stipulated Loss

Amount" on Schedule 4-A to the Participation Agreement corresponding to such

date.

"Equity Portion of Termination Amount" means, as of any date, the

amount represented in the column entitled "Equity Portion of Termination Amount"

on Schedule 4-B to the Participation Agreement corresponding to such date. "

Equity Tax Indemnitee" has the meaning assigned thereto in Section

7.1(a) of the Participation Agreement.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended from time to time, or any successor law.

"Event of Loss" has the meaning assigned thereto in Section 11.1 of the

Lease, or if applicable with respect to the Assumed Debt, in the Assumed Loan

Documentation.

"Excepted Property" means (i) all indemnity payments (including,

without limitation, payments pursuant to Section 7 of the Participation

Agreement or payments under the Tax Indemnity Agreement) to which the Owner

Participant, the Trust Company or any of their respective successors, permitted

assigns, directors, officers, employees, servants and agents is entitled

pursuant to the Operative Agreements, (ii) any right, title or interest of the

Trust Company or the Owner Participant to any payment which by the terms of

Section 17 of the Lease or any corresponding payment under Section 3.3 of the

Lease shall be payable to or on behalf of the Trust Company or to the Owner

Participant, as the case may be, (iii) any insurance proceeds payable under

insurance maintained by the Trust Company or the Owner Participant pursuant to

Section 12.5 of the Lease, (iv) any insurance proceeds payable to or on behalf

of the Trust Company or to the Owner Participant, under any public liability

insurance maintained by the Lessee pursuant to Section 12 of the

Lease (which shall include the amount of any self-insured retention paid by the

Lessee) or by any other Person, (v) Transaction Costs or other amounts or

expenses paid or payable to, or for the benefit of the Trust Company or the

Owner Participant pursuant to the Participation Agreement or the Trust

Agreement, (vi) all right, title and interest of the Owner Participant or the

Trust Company in or relating to any portion of the Units and any other property

(tangible or intangible), rights, titles or interests to the extent any of the

foregoing has been released from the Lien of the Indenture pursuant to the terms

thereof, (vii) upon termination of the Indenture pursuant to the terms thereof

with respect to any Unit, all remaining amounts which shall have been paid or

are payable by the Lessee and calculated on the basis of Stipulated Loss Value

or Stipulated Loss Amount, (viii) any rights of the Owner Participant or the

Trust Company to demand, collect, xxx for, or otherwise receive and enforce

payment of the foregoing amounts, (ix) any amount payable to the Owner

Participant by any Transferee as the purchase price of the Owner Participant's

interest in the Trust Estate in compliance with the terms of the Participation

Agreement and the Trust Agreement and (x) the respective rights of the Trust

Company or the Owner Participant to the proceeds of and interest on the

foregoing.

"Excepted Rights" has the meaning assigned thereto in Section 5.11 of

the Indenture.

"Excess Amount" has the meaning assigned thereto in Section 10.14 of

the Participation Agreement.

"Excess Cash Account" means the account of that name established

pursuant to Section 3.1 of the Collateral Agency Agreement.

"Excluded Unit" means, at any Payment Date, any Unit (i) for which the

Lease is to be terminated pursuant to Section 10 of the Lease on such Payment

Date, (ii) which suffers an Event of Loss or a deemed Event of Loss under

Section 9.1 of the Lease and is not replaced pursuant to Section 11.2(i) prior

to or on such Payment Date or (iii) which is to be purchased by the Lessee

pursuant to Section 6.9 of the Participation Agreement on such Payment Date;

provided that the principal amount of the Equipment Note or Notes which

corresponds to the Equipment Cost of such Unit is to be prepaid in accordance

with Section 2.10 of the Indenture on such Payment Date (unless Lessee shall

have assumed such obligations pursuant to and in accordance with Section 3.6 of

the Indenture).

"Existing Equipment Subleases" means any and all railroad car lease

agreements with customers of TILC in effect on the Closing Date in respect of

the Equipment described on Schedule 1 to the Participation Agreement and under

which TILC is the lessor, together with any automatic renewals thereof.

"Existing Equipment Sublessee" means those Sublessees under Existing

Equipment Subleases.

"Existing Pledged Equipment Leases" means any and all railroad car

lease agreements with customers of TILC in effect on the Closing Date in respect

of the Pledged Equipment described on Schedule 1-A to the Participation

Agreement and any and all railroad car lease agreements with customers of TILC

in effect on the Closing Date in respect of the Otherwise Encumbered Pledged

Units (as defined in the Collateral Agency Agreement) which have been purchased

by the Partnership as contemplated by Section 3.19 of the Collateral Agency

Agreement, and in each case under which TILC is the lessor, together with any

automatic renewals thereof, provided that the railroad car lease agreements in

respect of the Otherwise Encumbered Pledged Units which have been purchased by

the Partnership shall be deemed "Existing Pledged Equipment Leases" only on and

after the date so purchased.

"Existing Pledged Equipment Lessee" means those Pledged Equipment

Lessees under Existing Pledged Equipment Leases.

"Extended Unit" has the meaning assigned thereto in Section 22.7 of the

Lease.

"Fair Market Renewal" has the meaning assigned thereto in Section 22.4

of the Lease.

"Fair Market Renewal Rate" has the meaning assigned thereto in Section

22.4 of the Lease.

"Fair Market Rental Value" or "Fair Market Sales Value" with respect to

any Unit, means the cash rent or cash price obtainable for such Unit in an arm's

length lease or sale between an informed and willing lessee or purchaser under

no compulsion to lease or purchase, as the case may be, and an informed and

willing lessor or seller, under no compulsion to lease or sell, as the case may

be, as the same shall be specified by agreement between the Lessor and the

Lessee. If the parties are unable to agree upon a Fair Market Rental Value

and/or a Fair Market Sales Value within 30 days after delivery of notice by the

Lessee pursuant to Section 22 of the Lease, or otherwise where such

determination is required, within a reasonable period of time, such value shall

be determined by appraisal. The Lessee will, within 15 days after such 30-day

period, provide the Lessor with the name of an appraiser that would be

satisfactory to the Lessee, and the Lessor and the Lessee shall consult with

each other with the intent of selecting a mutually acceptable appraiser. If a

mutually acceptable appraiser is selected, the Fair Market Rental Value or the

Fair Market Sales Value, as the case may be, shall be determined by such

appraiser, and the Lessee shall bear the cost thereof. If the Lessee and the

Lessor are unable to agree upon a single appraiser within such 15-day period,

two independent qualified appraisers, one chosen by the Lessee and one chosen by

the Lessor shall jointly determine such value, and the

Lessor shall bear the cost of the appraiser selected by the Lessor, and the

Lessee shall bear the cost of the appraiser selected by the Lessee. If such

appraisers cannot agree on the amount of such value within 15 days of

appointment, such appraisers shall, within five days after such 15 day period,

appoint a third appraiser, and, if no such third appraiser is appointed within

the five days specified therefor, one independent qualified appraiser shall be

chosen by the American Arbitration Association. All three appraisers shall make

a determination within a period of 15 days following appointment, and shall

promptly communicate such determination in writing to the Lessor and the Lessee.

If there shall be a panel of three appraisers, the three appraisals shall be

averaged, the appraisal most divergent from such average shall be discarded, the

remaining two appraisals shall be averaged and such average shall be the Fair

Market Rental Value or Fair Market Sales Value, as the case may be. The

determination made shall be conclusively binding on both the Lessor and the

Lessee. If there shall be a panel of three appraisers, the Lessee and the Lessor

shall equally share the cost of the third appraiser. If such appraisal is

pursuant to Section 6.1(e) of the Lease or is in connection with the exercise of

remedies set forth in Section 15 of the Lease, the Lessee shall pay the costs of

such appraisal. Notwithstanding any of the foregoing, for the purposes of

Section 15 of the Lease, the Fair Market Rental Value or the Fair Market Sales

Value, as the case may be, shall be zero with respect to any Unit if the Lessor

is unable to recover possession of such Unit in accordance with the terms of

paragraph (b) of Section 15.1 of the Lease.

"Final Beneficiaries Termination Date" has the meaning assigned thereto

in the Collateral Agency Agreement.

"Fixed Rate Renewal" has the meaning assigned thereto in Section 22.4

of the Lease.

"Fixed Rate Renewal Term" has the meaning assigned thereto in Section

22.4 of the Lease.

"FRA" means the Federal Railroad Administration or any successor

thereto.

"Full Service Subleases" means Subleases and Pledged Equipment Leases

pursuant to which the Partnership as lessor or sublessor thereunder is

responsible for maintenance and repair of Units or Pledged Units (as applicable)

that are subject thereto.

"Full Service Subleases Monthly Average Lease Rate" means for any

calendar month, the aggregate monthly rental rates with respect to the Total

Managed Fleet for such calendar month under "full service subleases" divided by

the number of railcars in the Total Managed Fleet which are subject to "full

service subleases" or other "full service leases" on the last day of such

calendar month.

"Functional Group" means each and all of the various groups of Units so

designated in Schedule 1 to the Participation Agreement.

"General Partner" means TILX GP I, LLC, a Delaware limited liability

company.

"Government Entity" means (a) any federal, state, provincial or similar

government, and any body, board, department, commission, court, tribunal,

authority, agency or other instrumentality of any such government or otherwise

exercising any executive, legislative, judicial, administrative or regulatory

functions of such government or (b) any other government entity having

jurisdiction over any matter contemplated by the Operative Agreements or

relating to the observance or performance of the obligations of any of the

parties to the Operative Agreements.

"Hazardous Substances" means any hazardous or toxic substances,

materials or wastes, including, but not limited to, those substances, materials,

and wastes listed in the United States Department of Transportation Hazardous

Materials Table (49 CFR Section 172.101) or by the Environmental Protection

Agency as hazardous substances (40 CFR Section 302.4), or such substances,

materials and wastes which are or become regulated under any applicable local,

state or federal law or the equivalent under applicable foreign laws including,

without limitation, any materials, waste or substance which is (a) petroleum,

(b) asbestos, (c) polychlorinated biphenyls, (d) defined as a "hazardous

material," "hazardous substance" or "hazardous waste" under applicable local,

state or federal law or the equivalent under applicable foreign laws, (e)

designated as a "hazardous substance" pursuant to Section 311 of the Clean Water

Act of 1977, (f) defined as "hazardous waste" pursuant to Section 1004 of the

Resource Conservation and Recovery Act of 1976 or (g) defined as "hazardous

substances" pursuant to Section 101 of the Comprehensive Environmental Response,

Compensation, and Liability Act of 1980.

"Historical Coverage Ratio" has the meaning assigned thereto in the

Collateral Agency Agreement.

"Incentive Component" has the meaning assigned thereto in Section 5.3

of the Management Agreement.

"Income Tax" has the meaning assigned thereto in Section 7.1(j) of the

Participation Agreement.

"Indemnified Expenses" has the meaning assigned thereto in the

Administrative Services Agreement.

"Indemnified Party" has the meaning specified in Section 5.4 of the

Collateral Agency Agreement with respect to indemnifications thereunder and the

meaning specified in Section 9.1 of the Management Agreement with respect to

indemnifications thereunder.

"Indemnified Person" has the meaning assigned thereto in Section 7.2(b)

of the Participation Agreement.

"Indemnified Taxes" has the meaning assigned thereto in Section 7.1(d)

of the Participation Agreement.

"Indenture" or "Trust Indenture" means the Trust Indenture and Security

Agreement (TRLI 2001-1A), dated as of May 17, 2001, between the Owner Trustee,

in the capacities described therein, and the Indenture Trustee. The term

"Indenture" or "Trust Indenture" shall include, except where the context

otherwise requires, each Indenture Supplement entered into pursuant to the terms

of the Indenture.

"Indenture Default" means an Indenture Event of Default or an event

which, with notice or the passage of time or both, would become an Indenture

Event of Default.

"Indenture Estate" has the meaning assigned thereto in the Granting

Clause of the Indenture.

"Indenture Event of Default" has the meaning assigned thereto in

Section 4.1 of the Indenture.

"Indenture Investment" means any obligation issued or guaranteed by the

United States of America or any of its agencies for the payment of which the

full faith and credit of the United States of America is pledged and with a

final maturity on or before the date which is the earlier of (a) ninety days

from the date of purchase thereof and (b) the first Payment Date occurring after

the date of purchase thereof.

"Indenture Supplement" means an Indenture Supplement (TRLI 2001-1A)

dated the Closing Date or the date that any Replacement Unit is subjected to the

Lien of the Indenture, substantially in the form of Exhibit A to the Indenture,

between the Owner Trustee, in the capacities described therein, and the

Indenture Trustee, covering the Units delivered on the Closing Date or such

Replacement Unit, as the case may be. A "related" Indenture Supplement, when

used with respect to any Unit or Units, means the Indenture Supplement under

which such Unit or Units is or are included in the Indenture Estate.

"Indenture Trustee" means LaSalle Bank National Association, a national

banking association, as trustee under the Indenture and the Other Indenture and

any successor institution.

"Indenture Trustee Agreements" means the Operative Agreements to which

the Indenture Trustee is or will be a party.

"Inflation Factor" means, with respect to any calendar year, the

quotient (expressed as a decimal) obtained by dividing (i) the PPI published in

respect of the most recently ended calendar year (the "New Year"), by (ii) the

PPI published in respect of the calendar year immediately preceding the New

Year, and subtracting 1.0 from the resulting quotient. "PPI", for purposes

hereof, means, with respect to any calendar year or any period during any

calendar year, the "Producer Price Index" applicable to the capital equipment

sector as published by the Bureau of Labor Statistics for the United States

Department of Labor. If the PPI shall be converted to a different standard

reference base or otherwise revised after the date hereof, PPI shall thereafter

be calculated with use of such new or revised statistical measure published by

the Bureau of Labor Statistics or, if not so published, as may be published by

any other reputable publisher of such price index selected by the Manager. The

Inflation Factor may be a negative number.

"Initial Manager" means Trinity Industries Leasing Company, a Delaware

corporation.

"Initial Purchasers" means, collectively, Nationwide Life Insurance

Company, Nationwide Indemnity Company, Nationwide Mutual Fire Insurance Company,

First SunAmerica Life Insurance Company, SunAmerica Life Insurance Company and

Bankers Trust, Trustee under Trust Agreement dated 3/31/97, by and among

SunAmerica Life Insurance Company, as Grantor, Xxxx Xxxxx Life Insurance

Company, as Beneficiary, and Bankers Trust Company, as Trustee.

"Insurance Agreement" means the Insurance Agreement, dated as of May

17, 2001, between the Lessee and TILC.

"Insurance Manager" has the meaning assigned thereto in the Insurance

Agreement.

"Insurance Manager Default" has the meaning assigned thereto in the

Insurance Agreement.

"Insurance Services Standard" has the meaning assigned thereto in the

Insurance Agreement.

"Interchange Rules" has the interchange rules or supplements thereto of

the AAR, as the same may be in effect from time to time.

"Investment Banker" means an independent investment banking institution

of national standing appointed by the Lessee or, if the Indenture Trustee does

not receive notice of such appointment at least ten days prior to a scheduled

prepayment date or if a Lease Event of Default under the Lease shall have

occurred and be

continuing, appointed by the Indenture Trustee.

"Late Payment Interest" means, without duplication, (i) in the case of

the Accumulated Equity Deficiency Amount, interest at the Late Rate and interest

at such rate on any overdue amounts of such interest, (ii) in the case of that

portion of any overdue payment of Stipulated Loss Amount or Termination Amount

that is in excess of the principal amount of the Equipment Notes then

outstanding and which are allocated to the Units with respect to which such

payment is made, interest at the Late Rate, (iii) any Late Payment Premium, (iv)

in the case of any Late Payment Premium that is overdue, interest at the rate

specified in the definition of "Late Payment Premium," and (v) in respect of any

other overdue amount, including Basic Rent and Supplemental Rent, interest at

the Default Rate.

Late Payment Premium" means, with respect to any Payment Deficiency for

which a Late Payment Premium is payable on a Payment Date, an amount of interest

(computed on the basis of a 360-day year of twelve 30-day months) on the Payment

Deficiency, for the period from and including the Payment Date immediately

preceding such Payment Date to but excluding such Payment Date, at a rate equal

to 1.5% per annum.

"Late Rate" means an interest rate equal to the lesser of 13.5% per

annum or the maximum rate permitted by applicable law (computed on the basis of

a 360-day year of twelve 30-day months).

"Late Rent Premium" means the sum of (x) with respect to the Lease and

on any Monthly Transfer Date, any Supplemental Rent in respect of the amounts

described in the definition of Late Payment Interest which shall remain

outstanding and unpaid (or deemed unpaid) as of such date, and (y) with respect

to any Assumed Debt and on any Monthly Transfer Date, the sum of (i) the

premiums, if any, due on any overdue portions of principal and interest in

respect of any Assumed Debt at the late payment rate set forth in the Assumed

Loan Documentation and (ii) the default rate interest, if any, due on any

defaulted principal or interest in respect of any Assumed Debt, at the default

interest rate set forth in the Assumed Loan Documentation.

"Law" means (a) any constitution, treaty, statute, law, regulation,

order, rule or directive of any Government Entity, and (b) any judicial or

administrative interpretation or application of, or decision under, any of the

foregoing.

"Lease" or "Lease Agreement"or "Equipment Lease" means the Equipment

Lease Agreement (TRLI 2001-1A), relating to the Equipment, dated as of May 17,

2001, between the Owner Trustee, in the capacities described therein, as Lessor,

and the Lessee. The term "Lease" shall, except where the context otherwise

requires, include each Lease Supplement entered into pursuant to the terms of

the Lease.

"Lease Default" means a Lease Event of Default or an event which, with

notice or passage of time or both, would become a Lease Event of Default.

"Lease Event of Default" has the meaning assigned thereto in Section 14

of the Lease or if applicable with respect to the Assumed Debt, in the Assumed

Loan Documentation.

"Lease Supplement" means a Lease Supplement (TRLI 2001-1A), dated the

Closing Date or the date that any Replacement Unit is subjected to the Lease,

substantially in the form of Exhibit A to the Lease, between the Lessor and the

Lessee, covering the Units delivered on the Closing Date or such Replacement

Unit, as the case may be. A "related" Lease Supplement, when used with respect

to any Unit or Units, means the Lease Supplement under which such Unit or Units

is or are leased.

"Lease Term" means, with respect to any Unit, the Basic Term applicable

to such Unit and any Renewal Term applicable to such Unit then in effect.

"Lender Agent" has the meaning assigned thereto in the Collateral

Agency Agreement.

"Lender Documents" means the Indenture, the Indenture Supplements, the

Equipment Notes and any other document pursuant to which the Loan Participant

makes a Lender Loan to the Lessor.

"Lender Loan" means each Equipment Note issued by the Lessor to finance

all or any part of the Equipment Cost with respect to any Unit leased to the

Partner-ship pursuant to the Lease.

"Lender Tax Indemnitee" has the meaning assigned thereto in Section

7.1(a) of the Participation Agreement.

"Lessee" or "Partnership" means Trinity Rail Leasing I L.P., a Texas

limited partnership.

"Lessee Agreements" means the Operative Agreements to which the Lessee

is or will be a party.

"Lessor" means the Trust.

"Lessor Agent" has the meaning assigned thereto in the Collateral

Agency Agreement.

"Lessor's Lien" means any Lien affecting, on or in respect of, the

Equipment, the Lease or any other part of the Trust Estate arising as a result

of (i) claims against

the Lessor (in its individual capacity or as Owner Trustee) or the Owner

Participant, in each case unrelated to the transactions contemplated by the

Operative Agreements, (ii) acts of the Lessor (in its individual capacity or as

Owner Trustee) or the Owner Participant, in each case unrelated to the

transactions contemplated by the Operative Agreements or acts or omissions in

breach of any covenant or agreement of such Person set forth in any of the

Operative Agreements or (iii) taxes imposed against the Lessor (in its

individual capacity or as Owner Trustee) or the Owner Participant or the Trust

Estate which are not required to be indemnified against by the Lessee pursuant

to the Participation Agreement or under the Tax Indemnity Agreement.

"Lien" means any mortgage, pledge, security interest, lien,

encumbrance, lease, disposition of title or other charge of any kind on

property.

"Limited Partner" means TILX LP I, LLC, a Delaware limited liability

company.

"Limited Use Property" has the meaning set forth in Rev. Proc. 76-30,

1976-2 C.B. 647.

"Liquidity Reserve Account" means the account of that name established

pursuant to Section 3.1 of the Collateral Agency Agreement.

"Loan Participant" means and includes each registered holder from time

to time of an Equipment Note issued under the Indenture, including, so long as

it holds any Equipment Notes issued thereunder, the Pass Through Trustee under

the Pass Through Trust Agreement.

"Loan Participant's Commitment" has the meaning assigned thereto in

Section 2.2(b) of the Participation Agreement.

"Majority In Interest" means, as of a particular date of determination

and with respect to any action or decision of the holders of the Equipment

Notes, the holders of more than 50% of the aggregate unpaid principal amount of

the Equipment Notes, if any, then outstanding which are affected by such

decision or action, excluding any Equipment Notes held by the Owner Participant

or the Lessee or an Affiliate of the Owner Participant or the Lessee unless all

Equipment Notes are so held.

"Make-Whole Amount" means, with respect to the principal amount of any

Equipment Note to be prepaid on any prepayment date, the amount which the

Investment Banker determines as of the third Business Day prior to such

prepayment date to equal the product obtained by multiplying (a) the excess, if

any, of (i) the sum of the present values of all the remaining scheduled

payments of principal and interest, based upon Scheduled Amortization, from the

prepayment date to the Scheduled Maturity Date of such Equipment Note,

discounted monthly on the day of each month at a rate equal to the Treasury Rate

plus 0.50%, based upon a 360-day year of twelve 30-day months, over (ii) the

aggregate unpaid principal amount of

such Equipment Note, based upon Scheduled Amortization, plus any accrued but

unpaid interest thereon by (b) a fraction, the numerator of which shall be the

aggregate unpaid principal amount of such Equipment Note to be prepaid on such

prepayment date and the denominator of which shall be the aggregate unpaid

principal amount of such Equipment Note; provided that the aggregate unpaid

principal amount of such Equipment Note for the purpose of clause (a)(ii) and

(b) of this definition shall be determined after deducting the principal

installment, if any, due on such prepayment date.

"Management Agreement" means the Railroad Car Management, Operation,

Maintenance, Servicing and Remarketing Agreement, dated as of May 17, 2001,

between the Partnership and the Initial Manager.

"Management Fee" has the meaning assigned thereto in Section 5.1 of the

Management Agreement.

"Manager" means the Initial Manager and any Successor Manager under the

Management Agreement.

"Manager Agreements" means the Operative Agreements to which the

Manager is or is to be a party (whether or not in such capacity).

"Manager Default" has the meaning assigned thereto in Section 8.2 of

the Management Agreement.

"Manager's Fleet" means the TILC Fleet and, if a Successor Manager

shall have been appointed pursuant to the Management Agreement, "Manager's

Fleet" means all railcars owned, leased or managed by such Manager or its

Affiliates, in either case, other than railcars in the Partnership Fleet.

"Marks Company" means Trinity Marks Company, a Delaware business trust.

"Marks Company Trust Agreement" means the Amended and Restated Marks

Company Trust Agreement, dated as of May 17, 2001, between TILC and Wilmington

Trust Company.

"Marks Company Trust Supplement" means the Supplement TRLI I to the

Marks Company Trust Agreement, dated as of May 17, 2001, between TILC and

Wilmington Trust Company.

"Marks Company Trustee" has the meaning set forth in the Marks Company

Trust Agreement.

"Mexican Affiliate" has the meaning assigned thereto in Section 8.3 of

the Lease.

"Mexican Sublessee" has the meaning assigned thereto in Section 8.3 of

the Lease.

"Modification" has the meaning assigned thereto in Section 9.2 of the

Lease.

"Monthly Report" means the monthly report prepared by the Manager

pursuant to Section 7.1 of the Management Agreement.

"Monthly Report Date" means, with respect to any Monthly Transfer Date,

the second preceding Business Day prior to such Monthly Transfer Date.

"Monthly Transfer Date" means the 20th day of each calendar month

commencing with July 20, 2001; provided, however, that if any such day shall not

be a Business Day, then the Monthly Transfer Date means the next succeeding

Business Day.

"Moody's" means Xxxxx'x Investors Service, Inc. or any successor to

such corporation's business of rating securities.

"Net Economic Return" means the net after-tax yield and total after-tax

cash flow expected by the original Owner Participant with respect to the

Equipment (both through the Early Purchase Date and the Basic Term Expiration

Date), utilizing the multiple investment sinking fund method of analysis and the

same assumptions as used by such Owner Participant in making the computations of

Basic Rent, Stipulated Loss Value and Termination Value, terms of Equipment

Notes, Early Purchase Price initially set forth in Schedules 3, 4, 5 and 6 to

the Participation Agreement.

"Net Subleases" means Subleases and Pledged Equipment Leases pursuant

to which a Customer thereunder is responsible for maintenance and repair of

Units or Pledged Units (as applicable).

"Net Subleases Monthly Average Lease Rate" means for any calendar

month, the aggregate monthly rental rates with respect to the Total Managed

Fleet for such calendar month under "net subleases" divided by the number of

railcars in the Total Managed Fleet which are subject to "net subleases" or

other "net leases" on the last day of such calendar month.

"Non-Severable Modification" means any modification that is not a

Severable Modification.

"Non-Shared Payments" means any (a) contribution of capital by the

Partners to the Partnership subsequent to the Closing Date, made expressly for

the purpose of paying the Stipulated Loss Amount, Termination Amount, Early

Purchase Price or other purchase price or termination sum of or relating to any

Unit pursuant to the

Lease or Assumed Loan Documentation (it is expressly understood that the

Partners are not required by any of the Operative Agreements or otherwise to

make such contribution of capital), (b) prior to the payment of Stipulated Loss

Amount, Termination Amount, Early Purchase Price or other purchase price or

termination sum with respect to any Equipment, awards, insurance or other

proceeds or damages received with respect to any loss or damage to any

Equipment, (c) prior to the payment of Stipulated Loss Amount, Termination

Amount, Early Purchase Price or other purchase price or termination sum with

respect to any Equipment, proceeds of the sale of the Equipment or (d) excess

cash available to the Partnership pursuant to clause (15) of Section 3.4 of the

Collateral Agency Agreement that the Partnership requests the Collateral Agent

to transfer to the Non-Shared Payments Account for the express purpose of paying

the Stipulated Loss Amount, Termination Amount, Early Purchase Price or other

purchase price or termination sum pursuant to the Lease or Assumed Loan

Documentation.

"Non-Shared Payments Account" means the account of that name

established pursuant to Section 3.1 of the Collateral Agency Agreement.

"Non-U.S. Person" means any Person other than a U.S. Person.

"Notice of Delivery" has the meaning assigned thereto in Section 2.3(a)

of the Participation Agreement.

"Officer's Certificate" means a certificate signed (i) in the case of a

corporation, by the President, any Vice President, the Treasurer, an Assistant

Treasurer, the Secretary or an Assistant Secretary of such corporation, (ii) in

the case of a partner-ship, by the Chairman of the Board, the President or any

Vice President, the Treasurer or an Assistant Treasurer of a corporate general

partner or limited liability company general partner (to the extent such limited

liability company has officers), (iii) in the case of a commercial bank or trust

company, by the Chairman or Vice Chairman of the Executive Committee or the

Treasurer, any Trust Officer, any Vice President, any Executive or Senior or

Second or Assistant Vice President, or any other officer or assistant officer

customarily performing the functions similar to those performed by the persons

who at the time shall be such officers, or to whom any corporate trust matter is

referred because of such officer's knowledge of and familiarity with the

particular subject, and (iv) in the case of a limited liability company, any

manager thereof and any President, Managing Director or Vice President thereof.

"Operating Account" means the account of that name established pursuant

to Section 3.1 of the Collateral Agency Agreement.

"Operative Agreements" means the Transfer and Assignment Agreement, the

Pledged Equipment Transfer and Assignment Agreement, the XXXX Xxxx of Sale, the

Participation Agreement, the Xxxx of Sale, the Assignment, the Trust Agreement,

the Equipment Notes, the Lease, the Lease Supplements, the Indenture, the

Indenture

Supplements, the Tax Indemnity Agreement, the Collateral Agency Agreement, the

Control Agreement, the Management Agreement, the Insurance Agreement, the

Administrative Services Agreement, the Marks Company Trust Agreement, the Marks

Company Trust Supplement, the Servicing Agreement, the OP Guaranty, the Control

Agreement, the Trinity Guaranty, the TILC Assignment, the TILC Pledged Equipment

Assignment and the TILC Pledged Equipment Xxxx of Sale. The term "Operative

Agreements" shall also mean, as of the date each is entered into, any transfer

and assignment agreement, any pledged equipment xxxx of sale and any assignment

and assumption agreement by which the Otherwise Encumbered Pledged Units (as

defined in the Collateral Agency Agreement) are sold and the related Existing

Pledged Equipment Leases are assigned to the Partnership.

"OP Guaranty" means the Owner Participant Parent Guaranty, dated as of

May 17, 2001, whereby Xxxxxx Xxxxxx Capital Corporation guarantees performance

of the obligations of the Owner Participant under the Operative Agreements to

which the Owner Participant is a party.

"Optional Modifications" means all modifications to the Equipment or

the Pledged Equipment other than Required Modifications or Programmatic Optional

Modifications.

"Other Indenture" means the Trust Indenture and Security Agreement

(TRLI 2001-1B) entered into pursuant to the Related Transaction between the

Other Indenture Trustee and the Other Owner Trustee. The term "Other Indenture"

shall include, except where the context otherwise requires, each indenture

supplement entered into pursuant to the terms of the Other Indenture.

"Other Indenture Trustee" means LaSalle Bank National Association, a

national banking association, as trustee under the Other Indenture.

"Other Lease" means the Equipment Lease Agreement (TRLI 2001-1B)

entered into pursuant to the Related Transaction between the Lessee and the

Other Owner Trustee. The term "Other Lease" shall, except where the context

otherwise requires, include each lease supplement entered into pursuant to the

terms of the Other Lease.

"Other Owner Trustee" means the Trust Company, not in its individual

capacity but solely as Owner Trustee under the Other Trust Agreement and its

successors thereunder.

"Other Participation Agreement" means the Participation Agreement (TRLI

2001-1B), dated as of May 17, 2001, among the Lessee, TILC, TRMI, the Owner

Participant, the Other Owner Trustee, the Pass Through Trustee and the Indenture

Trustee.

"Other Trust" means the trust created under the Other Trust Agreement.

"Other Trust Agreement" means that certain Amended and Restated Trust

Agreement (TRLI 2001-1B), dated as of May 17, 2001, between the Owner

Participant and the Trust Company.

"Other Unit" means each "Unit" as defined in the Other Lease.

"Outside Renewal Date" has the meaning assigned thereto in Section 22.5

of the Lease.

"Owner Participant" means Trimaran Leasing, L.P., a Delaware limited

partnership, and its successors and permitted assigns.

"Owner Participant Agreements" means the Operative Agreements to which

the Owner Participant is or will be a party.

"Owner Participant's Commitment" has the meaning assigned thereto in

Section 2.2(a) of the Participation Agreement.

"Owner Trustee" means State Street Bank and Trust Company of

Connecticut, National Association, not in its individual capacity but solely as

Owner Trustee under the Trust Agreement and its successors thereunder.

"Owner Trustee Agreements" means the Operative Agreements to which the

Owner Trustee, either in its individual or fiduciary capacity, is or will be a

party.

"Participants" means, collectively, the Loan Participant and the Owner

Participant.

"Participation Agreement" means the Participation Agreement (TRLI 2001-

1A), dated as of May 17, 2001, among the Lessee, TILC, TRMI, the Owner

Participant, the Owner Trustee, the Pass Through Trustee and the Indenture

Trustee.

"Partner" means the General Partner or the Limited Partner.

"Partnership" or "Lessee" means Trinity Rail Leasing I LP, a Texas

limited partnership.

"Partnership Agreement" means that certain Limited Partnership

Agreement of the Partnership, dated as of May 14, 2001, between the General

Partner and the Limited Partner.

"Partnership Default" has the meaning assigned thereto in Section 8.4

of the Management Agreement.

"Partnership Documents" means all Subleases, all Pledged Equipment

Leases, the Insurance Agreement, the Management Agreement, the Administrative

Services Agreement, the Transfer and Assignment Agreement, the XXXX Xxxx of

Sale, the TILC Pledged Equipment Xxxx of Sale, the Xxxx of Sale, the TILC

Pledged Equipment Transfer and Assignment Agreement, the TILC Assignment, the

TILC Pledged Equipment Assignment, the Assignment, the Marks Company Trust

Agreement, the Marks Company Trust Supplement, the Servicing Agreement, the

2001-1A SUBI Certificate, and as of the date each is entered into, any transfer

and assignment agreement, any pledged equipment xxxx of sale and any assignment

and assumption agreement by which the Otherwise Encumbered Pledged Units (as

defined in the Collateral Agency Agreement) are sold and the related Existing

Pledged Equipment Leases are assigned to the Partnership and any other agreement

or document (other than an Operative Agreement) to which the Partnership is or

becomes a party or under which the Partnership has rights as a third party

beneficiary or otherwise.

"Partnership Fleet" has the meaning assigned thereto in the Collateral

Agency Agreement.

"Pass Through Certificates" or "Certificates" means the Pass Through

Certificates issued pursuant to the Pass Through Trust Agreement.

"Pass Through Documents" means, collectively, (i) the Pass Through

Trust Agreement, (ii) the Certificate Purchase Agreement, (iii) that certain

Escrow and Paying Agent Agreement, dated as of May 17, 2001, among the Trust

Company, as Escrow Agent, the Initial Purchasers and LaSalle Bank National

Association, as Pass Through Trustee and Paying Agent, (iv) that certain Deposit

Agreement, dated as of May 17, 2001, between the Trust Company, as Escrow Agent,

and Chase Securities of Texas, Inc., as Depositary, (v) the Pass Through Funding

Agreement and (vi) that certain Indemnity Agreement, dated as of May 17, 2001,

between the Partnership and Chase Securities of Texas, Inc. or an Affiliate, as

Depositary.

"Pass Through Funding Agreement" means that certain Pass Through

Funding Agreement, dated as of May 17, 2001, among the Partnership, LaSalle Bank

National Association, as Pass Through Trustee and Paying Agent, and the Trust

Company, as Escrow Agent.

"Pass Through Trust Agreement" means the Pass Through Trust Agreement,

dated as of May 17, 2001, between the Lessee and the Pass Through Trustee.

"Pass Through Trust Estate" means the Trust (as defined in the Pass

Through Trust Agreement) created by the Pass Through Trust Agreement.

"Pass Through Trustee" means LaSalle Bank National Association, a

national banking association, in its capacity as trustee under the Pass Through

Trust Agreement and each other Person which may from time to time act as

successor trustee under the Pass Through Trust Agreement.

"Pass Through Trustee Agreements" means the Pass Through Documents to

which the Pass Through Trustee is or will be a party.

"Payment Account" has the meaning assigned thereto in Section 6.4(c) of

the Indenture.

"Payment Date" means the 20th day of each month through and including

the Rated Maturity Date, commencing July 20, 2001, provided that if any such

date shall not be a Business Day, then "Payment Date" means the next succeeding

Business Day; provided, however, that interest and Late Payment Premium payable

on such Payment Date, and all other calculations as of such Payment Date, shall

be computed as of the date which would have been a Payment Date if such date

were a Business Day.

"Payment Deficiency" has the meaning assigned thereto in Section 2.2 of

the Indenture.

"Permitted Liens" means: (i) the interests of the Lessee and the Owner

Trustee under the Lease and the Lease Supplements; (ii) the interest of the

Lessee, any Sublessee and any Pledged Equipment Lessee as provided in any

Sublease or Pledged Equipment Lease, as applicable; (iii) any Liens for taxes,

assessments, levies, fees and other governmental and similar charges not yet due

and payable or the amount or validity of which is being contested in good faith

by appropriate proceedings so long as there exists no material risk of sale,

forfeiture, loss, or loss of or interference with use or possession of any Unit

or interference with the payment of Rent; (iv) any Liens of mechanics,

suppliers, materialmen, laborers, employees, repairmen and other like Liens

arising in the ordinary course of Lessee's (or if a sublease is then in effect,

any Sublessee's or Pledged Equipment Lessee's) business securing obligations

which are not yet due and payable or the amount or validity of which is being

contested in good faith by appropriate proceedings so long as there exists no

material risk of sale, forfeiture, loss, or loss of or interference with use or

possession of any Unit or interference with the payment of Rent; (v) the Lien

granted to the Indenture Trustee under and pursuant to the Indenture and the

Lien granted to the Collateral Agent under and pursuant to the Collateral Agency

Agreement, and the respective rights of the Loan Participant, the Indenture

Trustee, the Owner Participant, the Owner Trustee and the Beneficiaries under

the Operative Agreements; (vi)

Liens arising out of any judgment or award against the Lessee (or any Sublessee

or Pledged Equipment Lessee permitted pursuant to Section 8.3 of the Lease or

Section 6.2(z) of the Collateral Agency Agreement) with respect to which an

appeal or proceeding for review is being presented in good faith and for the

payment of which adequate reserves have been provided as required by generally

accepted accounting principles 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 and there exists no material risk

of sale, forfeiture, loss, or loss of or interference with the use or possession

of any Unit or Pledged Unit or any interest therein or interference with the

payment of Rent, and (vii) salvage rights of insurers under insurance policies

maintained pursuant to Section 12 of the Lease or Section 6.4 of the Collateral

Agency Agreement.

"Permitted Leases" has the meaning assigned thereto in Section 6.2(z)

of the Collateral Agency Agreement.

"Permitted Subleases" has the meaning assigned thereto in Section 8.3

of the Lease.

"Person" means an individual, partnership, limited liability company,

corporation, trust, association or unincorporated organization, and a government

or agency or political subdivision thereof.

"Pledged Equipment" means, collectively, those items of equipment owned

by the Partnership and listed on Schedule 1-A to the Participation Agreement and

any Otherwise Encumbered Pledged Units (as defined in the Collateral Agency

Agreement) which have been purchased by the Partnership as contemplated by

Section 3.19 of the Collateral Agency Agreement, together with any and all

replacements thereof and any and all accessions, additions, improvements to and

replacements from time to time incorporated or installed in any item thereof

which are property of the Lessee, provided that any Otherwise Encumbered Pledged

Units which have been purchased by the Partnership shall be deemed "Pledged

Equipment" only on and after the date so purchased and provided further that on

and after the Second Closing Date (as defined in the Collateral Agency

Agreement), "Pledged Equipment" shall exclude the Special Collateral.

"Pledged Equipment Cost" means for each Pledged Unit, the purchase

price therefor paid by the Lessee as set forth in the Pledged Equipment Transfer

and Assignment Agreement with respect to such Pledged Units (or the pledged

equipment transfer and assignment agreement entered into with respect to any

Otherwise Encumbered Pledged Units (as defined in the Collateral Agency

Agreement)).

"Pledged Equipment Lease" means the Existing Pledged Equipment Leases

and any Permitted Lease; provided that on and after the Second Closing Date (as

defined in the Collateral Agency Agreement) "Pledged Equipment Lease" shall

exclude any such lease relating to the Special Collateral.

"Pledged Equipment Lessees" means the lessees under the Existing

Pledged Equipment Leases and any future lessees of the Pledged Equipment.

"Pledged Equipment Proceeds Account" means the account of that name

established pursuant to Section 3.1 of the Collateral Agency Agreement.

"Pledged Equipment Transfer and Assignment Agreement" means the Pledged

Equipment Transfer and Assignment Agreement, dated as of the Closing Date,

between TILC and the Partnership, transferring and assigning all rights to the

Pledged Equipment described on Schedule 1-A to the Participation Agreement and

the Existing Pledged Equipment Leases to the Lessee.

"Pledged Unit Event of Loss" has the meaning ascribed thereto in

Section 6.2(aa) of the Collateral Agency Agreement.

"Pledged Units" mean each unit or item of Pledged Equipment.

"Post Lease-Term Reserve Account" means the account of that name

established pursuant to Section 3.1 of the Collateral Agency Agreement.

"Premium" or "Premium Amount" means any Make-Whole Amount and any Late

Payment Premium payable pursuant to the Indenture.

"Prepaid Amount" means, at any Payment Date, the aggregate principal

amount that was prepaid, if any, pursuant to Section 2.10 of the Indenture prior

to and including such Payment Date.

"Prepayment" means a prepayment of outstanding principal under the

Equipment Notes in accordance with Section 2.10 of the Indenture at any Payment

Date.

"Prepayment Multiplier" means, at any Payment Date, a fraction, the

numerator of which shall be the aggregate Equipment Cost of all Units then

included in the Indenture Estate as of such Payment Date (excluding the

Equipment Cost of any Excluded Unit) and the denominator of which shall be the

aggregate Equipment Cost of all Units originally included in the Indenture

Estate as of the Closing Date.

"Programmatic Optional Modification" means any optional modification

(other than a Required Modification) to one or more Units or Other Units or one

or more Pledged Units in the Partnership Fleet the aggregate cost of

implementation for which in any 12-month period is reasonably expected to exceed

$750,000.

"Projected Coverage Ratio" has the meaning assigned thereto in the

Collateral Agency Agreement.

"Railroad Mileage Credits" means the mileage credit payments made by

railroads under their applicable tariffs to the registered owner of identifying

marks on the railcars.

"Rated Amortization" means the amount of principal of the Equipment

Notes specified for each Payment Date set forth in Annex A to the Indenture.

"Rated Amortization Amount" means, at any Payment Date, the excess, if

any, of (i) the product of (A) the sum of all amounts specified in Annex A to

the Indenture as Rated Amortization opposite the respective dates occurring on

or before such Payment Date and (B) the Prepayment Multiplier, over (ii) the sum

of the Adjusted Payment Amount for each Adjusted Principal Period prior to such

Payment Date.

"Rated Maturity Date" means April 20, 2023.

"Rated Obligations Due" means, at any Payment Date, the sum of (a) the

Rated Amortization Amount at such Payment Date plus (b) accrued and unpaid

Regular Interest that is due and payable on such Payment Date.

"Rating Agency" means, at any time, S&P or any successor to such

corporation's business of rating securities which is then providing a rating

for the Pass Through Certificates.

"Rating Agency Confirmation" means a confirmation by the Rating Agency

that, after taking into account the event which necessitated such confirmation,

the Rating Agency will maintain a rating of at least AA in the case of S&P, or

an equivalent rating in the case of any successor to S&P, and in any event not

reduce its then current rating on the Pass Through Certificates.

"Realization Proceeds Account" means the account of that name

established pursuant to Section 3.1 of the Collateral Agency Agreement.

"Refunding Date" has the meaning assigned thereto in Section 10.2(a) of

the Participation Agreement.

"Regular Interest" means interest at the Debt Rate on the unpaid

portions of the principal amounts of the outstanding Equipment Notes as may from

time to time be outstanding.

"Reimbursable Services" has the meaning assigned thereto in Section 5.4

of the Management Agreement.

"Related Indemnitee Group" has the meaning assigned thereto in Section

7.2(b) of the Participation Agreement.

"Related Party" means, with respect to any Person, an Affiliate of such

Person and any director, officer, servant, employee or agent of that Person or

any such Affiliate.

"Related Transaction" means the additional leveraged lease transaction

evidenced by, among other things, the Other Lease and the Other Indenture and

with respect to which the Pass Through Trustee has agreed, subject to certain

conditions, to acquire the related equipment notes.

"Remaining Weighted Average Life" means, with respect to any date of

prepayment or any date of determination of any Equipment Note, the number of

days equal to the quotient obtained by dividing (a) the sum of the products

obtained by multiplying (i) the amount of each then remaining principal payment

on such Equipment Note (assuming that after such date, principal payments are

made only in the Scheduled Amortization Amounts) by (ii) the number of days from

and including the prepayment date or date of determination to but excluding the

scheduled payment date of such principal payment by (b) the unpaid principal

amount of such Equipment Note.

"Renewal Rent" has the meaning assigned thereto in Section 22.4 of the

Lease.

"Renewal Term" means, with respect to any Unit, any term in respect of

which the Lessee shall have exercised its option to renew the Lease for such

Unit pursuant to Section 22.4 thereof, or in respect of which the Lease Term has

been deemed to have been renewed as provided in Section 22.7 of the Lease.

"Rent" means all Basic Rent and Supplemental Rent.

"Rent Payment Date" means the 20th day of each month occurring during

the Lease Term, commencing July 20, 2001, provided that if any such date shall

not be a Business Day, then "Rent Payment Date" means the next succeeding

Business Day; provided, however, that interest and Late Payment Premium payable

on such Rent Payment Date, and all other calculations as of such Rent Payment

Date, shall be computed as of the date which would have been a Rent Payment Date

if such date were a Business Day.

"Replacement Pledged Unit" has the meaning assigned to that term in the

Collateral Agency Agreement.

"Replacement Unit" has the meaning assigned thereto in Section 11.4 of

the Lease.

"Required Beneficiaries" has the meaning assigned thereto in the

Collateral Agency Agreement.

"Required Modification" means any alteration or modification of a Unit

or Pledged Unit (as the context may require) required by the AAR, the FRA, the

United States Department of Transportation or any other United States or state

governmental agency or any other applicable law and required by such entity as a

condition of continued use or operation of such Unit or Pledged Unit.

"Reserve Accounts" means, collectively, the Cash Trapping Account, the

Liquidity Reserve Account, the Special Reserve Account, the Post Lease Term

Reserve Account and the Special Insurance Reserves Account.

"Responsible Officer" means, with respect to the subject matter of any

covenant, agreement or obligation of any party contained in any Operative

Agreement, the President, or any Vice President, Assistant Vice President,

Treasurer, Assistant Treasurer or other officer, who in the normal performance

of his or her operational responsibility would have knowledge of such matter and

the requirements with respect thereto; and with respect to the Collateral Agent,

the Owner Trustee and the Indenture Trustee, any trust officer at its corporate

trust office (or any other officer to whom any matter has been referred because

of such officer's knowledge and familiarity with the particular subject); and

when used in connection with the Lessee, "Responsible Officer" shall include any

such officer of the Manager or the Insurance Manager acting on behalf of the

Lessee under the Management Agreement or the Insurance Agreement, as the case

may be.

"S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,

Inc. or any successor to such corporation's business of rating securities, which

is then providing a rating for the Pass Through Certificates.

"Scheduled Amortization" mean the amount of principal of the Equipment

Notes specified for each Payment Date set forth in Annex B to the Indenture.

"Scheduled Amortization Amount" mean, at any Payment Date, the excess,

if any, of (i) the product of (A) the sum of all amounts specified in Annex B to

the Indenture as Scheduled Amortization opposite the respective dates occurring

on or before such Payment Date and (B) the Prepayment Multiplier over (ii) the

sum of the Adjusted Payment Amount for each Adjusted Principal Period prior to

such Payment Date.

"Scheduled Closing Date" has the meaning assigned thereto in Section

2.7(a) of the Participation Agreement.

"Scheduled Obligations Due" means, at any date, an amount equal to the

excess, if any, of (i) the Scheduled Amortization Amount at such date over (ii)

the Rated Amortization Amount at such date.

"Scheduled Rent" means, as of any Rent Payment Date, that portion of

the accrued and unpaid Basic Rent which equals the Scheduled Obligations Due (as

defined in the Lease) thereunder.

"Secured Amounts" means any amounts due pursuant to the Lien of the

Indenture.

"Securities Act" means the Securities Act of 1933, as amended.

"Security" has the meaning assigned thereto in Section 2(1) of the

Securities Act of 1933, as amended.

"Services Standard" has the meaning assigned thereto in Section 3.1(a)

of the Management Agreement.

"Servicing Agreement" means the Management and Servicing Agreement,

dated as of May 17, 2001, between TILC and the Marks Company.

"Severable Modification" means any Modification that is readily

removable without causing damage to the Equipment, any Unit, the Pledged

Equipment or Pledged Unit (other than damage which is de minimis) and without

diminishing, other than in a de minimis respect, the value, utility or useful

life of the Equipment, any Unit, the Pledged Equipment or any Pledged Unit, as

applicable, below the value, utility or useful life of the Equipment or such

Unit or the Pledged Equipment or such Pledged Unit, as applicable, immediately

prior to removal of such Modification, assuming, with respect the Equipment or

such Unit, that the Equipment or such Unit was then at least in the condition

required to be maintained by the terms of the Lease and assuming with respect to

the Pledged Equipment or such Pledged Unit, that the Pledged Equipment or such

Pledged Unit was then at least in the condition required to be maintained by the

terms of the Collateral Agency Agreement.

"Special Collateral" has the meaning set forth in the Collateral Agency

Agreement.

"Special Insurance Reserves Account" means the account of that name

established pursuant to Section 3.1 of the Collateral Agency Agreement.

"Special Reserves Account" means the account of that name established

pursuant to Section 3.1 of the Collateral Agency Agreement.

"Special Second Closing Account" means the account of that name

established pursuant to Section 3.1 of the Collateral Agency Agreement.

"Specified Investments" means (i) direct obligations of, and

obligations fully guaranteed as to timely payment by, the United States of

America (having remaining maturities of no more than the number of remaining

days until the next Monthly Transfer Date), (ii) commercial paper (other than

commercial paper issued by the Partnership or any Affiliate thereof) having

remaining maturities of no more than the number of days remaining until the next

Monthly Transfer Date and having, at the time of the investment or contractual

commitment to invest therein, a rating from each Rating Agency in its highest

investment category, (iii) a Guaranteed Investment Contract (GIC) from an

Acceptable GIC Provider, (iv) investments in funds rated in the highest

investment category by the Rating Agency and (v) repurchase agreements and

similar short term instruments.

"STB" means the Surface Transportation Board of the United States

Department of Transportation, or any successor thereto.

"Stipulated Loss Amount" for any Unit means (a) as of any date during

the Basic Term the amount determined by multiplying the Equipment Cost for such

Unit by the percentage set forth in Schedule 4-A to the Participation Agreement

under the caption "Stipulated Loss Amount" opposite the Rent Payment Date on

which such amount is determined (as such Schedule 4-A may be adjusted from time

to time as provided in Section 2.6 of the Participation Agreement) (such

Stipulated Loss Amount shall equal the sum of, and shall represent, (i) a

payment or reduction of Basic Rent in an amount equal to the "Basic Rent

Adjustment" set forth on Schedule 4-A to the Participation Agreement, and (ii) a

payment of the "Stipulated Loss Value" set forth on Schedule 4-A to the

Participation Agreement) and (b) as of any date during any Renewal Term, has the

meaning set forth in Section 22.6 of the Lease. Notwithstanding anything to the

contrary contained in the Lease or in the Participation Agreement, Stipulated

Loss Amount for such Unit (both before and after any adjustment pursuant to

Section 2.6 of the Participation Agreement) will, under any circumstances and in

any event, be an amount which, together with any other Secured Amounts required

to be paid by the Lessee under the Lease in connection with an Event of Loss,

will be at least sufficient to pay in full as of the date of payment thereof the

aggregate unpaid principal of the Equipment Notes issued in respect of such

Unit, together with all unpaid interest, Late Payment Premium and Make-Whole

Amount, if any, thereon accrued to the date on which such amount is paid in

accordance with the terms thereof and all other amounts then due to the holders

of the Equipment Notes. For the avoidance of doubt, it is understood that the

Basic Rent Adjustment shall constitute a payment of additional Basic Rent equal

to Basic Rent that has accrued but remains unpaid or a refund of Basic Rent

equal to Basic Rent that has been paid but has not accrued.

"Stipulated Loss Amount Deficiency Account" means the account of that

name established pursuant to Section 3.1 of the Collateral Agency Agreement.

"Stipulated Loss Value" for any Unit as of any date of determination

means the amount determined by multiplying the Equipment Cost for such Unit by

the percentage set forth in Schedule 4-A to the Participation Agreement under

the caption "Stipulated Loss Value" opposite the Rent Payment Date on which such

Stipulated Loss Value is being determined.

"Storage Locations" has the meaning assigned thereto in Section 6.1 of

the Lease.

"Storage Period" has the meaning assigned thereto in Section 6.1(c)(i)

of the Lease.

"Storage Period Commencement Date" has the meaning assigned thereto in

Section 6.1(c)(i) of the Lease.

"Subleases" means all Existing Equipment Subleases and all Permitted

Subleases.

"Sublessees" means the lessees (and sub-lessees) under the Subleases.

"Subsidiary" of any Person means any corporation, association, or other

business entity of which more than 50% (as determined by reference to the total

number of votes) of the voting stock outstanding at the time of determination

shall at such time be owned, directly or indirectly, by such Person or by any

other corporation, association or trust which is itself a Subsidiary within the

meaning of this definition, or collectively by such Person and any one or more

such Subsidiaries.

"Successor Administrator" has the meaning assigned thereto in Section

4(d) of the Administrative Services Agreement.

"Successor Insurance Manager" has the meaning assigned thereto in

Section 6.3(b) of the Insurance Agreement.

"Successor Manager" has the meaning assigned thereto in Section 8.4 of

the Management Agreement.

"Super-Majority in Interest" as of a particular date of determination

means with respect to any action or decision of the holders of the Equipment

Notes, the holders of 100% of the aggregate unpaid principal amount of the

Equipment Notes, if

any, then outstanding, excluding any Equipment Notes held by the Owner

Participant or the Lessee or an Affiliate of the Owner Participant or the

Lessee.

"Supplemental Rent" means all amounts, liabilities and obligations

(other than Basic Rent) which the Lessee is obligated to pay under the Operative

Agreements to or on behalf of any of the other parties thereto, including, but

not limited to, Termination Amount and Stipulated Loss Amount payments.

"Tax Indemnitee" has the meaning assigned thereto in Section 7.1 of the

Participation Agreement.

"Tax Indemnity Agreement" means the Tax Indemnity Agreement (TRLI

2001-1A), dated as of May 17, 2001, among Grant Holdings, Inc., the Partnership

and Trinity.

"Taxes" has the meaning assigned thereto in Section 7.1(b) of the

Participation Agreement.

"Terminated Units" has the meaning assigned thereto in Section 10.1 of

the Lease.

"Termination Amount" for any Unit (a) as of any date during the Basic

Term means the amount determined by multiplying the Equipment Cost for such Unit

by the percentage set forth in Schedule 4-B to the Participation Agreement under

the caption "Termination Amount" opposite the Rent Payment Date on which such

amount is determined (as such Schedule 4-B may be adjusted from time to time as

provided in Section 2.6 of the Participation Agreement) (such Termination Amount

shall equal the sum of, and shall represent, (i) a payment or reduction of Basic

Rent in an amount equal to the "Basic Rent Adjustment" set forth on Schedule 4-B

to the Participation Agreement, and (ii) a payment of the "Termination Value"

set forth on Schedule 4B to the Participation Agreement) and (b) as of any date

during any Renewal Term, has the meaning set forth in Section 22.6 of the Lease.

Notwithstanding anything to the contrary contained in the Lease or in the

Participation Agreement, the Termination Amount for such Unit (both before and

after any adjustment pursuant to Section 2.6 of the Participation Agreement)

will, under any circumstances and in any event, be an amount which, together

with any other Secured Amounts required to be paid by the Lessee under the Lease

in connection with such termination, will be at least sufficient to pay in full

as of the date of payment thereof the aggregate unpaid principal of the

Equipment Notes issued in respect of such Unit, together with all unpaid

interest, Late Payment Premium and Make-Whole Amount, if any, thereon accrued to

the date on which such amount is paid in accordance with the terms thereof and

all other amounts then due to the holders of the Equipment Notes. For the

avoidance of doubt, it is understood that the Basic Rent Adjustment shall

constitute a payment of additional Basic Rent equal to Basic Rent that has

accrued but remains unpaid or a refund of Basic Rent equal to Basic Rent that

has been paid but has not accrued.

"Termination Date" has the meaning assigned thereto in Section 10.1 of

the Lease.

"Termination Value" for any Unit as of any date of determination means

the amount determined by multiplying the Equipment Cost for such Unit by the

percent-age set forth in Schedule 4-B to the Participation Agreement under the

caption "Termination Value" opposite the Rent Payment Date on which such

Termination Value is being determined.

"TILC" or "Initial Manager" means Trinity Industries Leasing Company, a

Delaware corporation.

"TILC Agreements" means the Operative Agreements to which TILC is or

will be a party.

"TILC Assignment" means the TILC Assignment, dated the Closing Date and

executed and delivered by TILC to the Lessee assigning the Existing Equipment

Subleases to the Lessee.

"XXXX Xxxx of Sale" means the XXXX Xxxx of Sale, dated the Closing Date

and executed and delivered by TILC pursuant to the Transfer and Assignment

Agreement, conveying the Equipment to the Lessee.

"TILC Fleet" means all railcars owned or leased by TILC as of the

Closing Date and does not include the Partnership Fleet.

"TILC Pledged Equipment Assignment" means the TILC Pledged Equipment

Assignment Agreement dated as of the Closing Date and executed and delivered by

TILC to the Lessee assigning the Existing Pledged Equipment Leases to the

Lessee. The term "TILC Pledged Equipment Assignment" shall also mean, as of the

date entered into, any assignment and assumption agreement, executed and

delivered by TILC to the Partnership, by which Existing Pledged Equipment Leases

relating to the Otherwise Encumbered Pledged Units (as defined in the Collateral

Agency Agreement) are assigned to the Partnership.

"TILC Pledged Equipment Xxxx of Sale" means the TILC Pledged Equipment

Xxxx of Sale dated as of the Closing Date and executed and delivered by TILC to

the Lessee pursuant to the Pledged Equipment Transfer and Assignment Agreement,

conveying the Pledged Equipment to the Lessee. The term "TILC Pledged Equipment

Xxxx of Sale" shall also mean, as of the date entered into, any pledged

equipment xxxx of sale, executed and delivered by TILC to the Partnership, by

which the Otherwise Encumbered Pledged Units (as defined in the Collateral

Agency Agreement) have been conveyed to the Partnership.

"Total Equipment Cost" means the sum of the Equipment Costs for each

Unit.

"Total Managed Fleet" means the Manager's Fleet and the Partnership

Fleet; provided that if the Total Managed Fleet includes less than 6,000

railcars, then "Total Managed Fleet" shall be such other proxy for the then

current railcar leasing market as the Partnership and the Required Beneficiaries

shall mutually agree.

"Transaction Costs" has the meaning assigned thereto in Section 2.5(a)

of the Participation Agreement.

"Transfer and Assignment Agreement" means the Transfer and Assignment

Agreement, dated as of the Closing Date, between the Manager and the

Partnership, transferring and assigning all rights to the Equipment described in

Schedule 1 to the Participation Agreement and the Existing Equipment Subleases

to the Lessee.

"Transferee" has the meaning assigned thereto in Section 6.1(a) of the

Participation Agreement.

"Treasury Rate" means with respect to prepayment of each Equipment

Note, a per annum rate (expressed as a monthly equivalent and as a decimal and,

in the case of United States Treasury bills, converted to a bond equivalent

yield), deter-mined to be the per annum rate equal to the monthly yield to

maturity for United States Treasury securities maturing on the Average Life Date

of such Equipment Note, as determined by interpolation between the most recent

weekly average yields to maturity for two series of United States Treasury

securities, (A) one maturing as close as possible to, but earlier than, the

Average Life Date of such Equipment Note and (B) the other maturing as close as

possible to, but later than, the Average Life Date of such Equipment Note, in

each case as published in the most recent H.15(519) (or, if a weekly average

yield to maturity for United States Treasury securities maturing on the Average

Life Date of such Equipment Note is reported in the most recent H.15(519), as

published in H.15(519)). H.15(519) means "Statistical Release H.15(519),

Selected Interest Rates," or any successor publication, published by the Board

of Governors of the Federal Reserve System. The most recent H.15(519) means the

latest H.15(519) which is published prior to the close of business on the third

Business Day preceding the scheduled prepayment date.

"Trinity" means Trinity Industries, Inc., a Delaware corporation.

"Trinity Guaranty" means the Trinity Guaranty and Indemnity Agreement,

dated as of May 17, 2001, whereby Trinity guarantees performance of the

obligations of TILC and TRMI under the Operative Agreements (as defined in the

Participation

Agreement) and the Operative Agreements (as defined in the Other Participation

Agreement) and other agreements set forth in the Trinity Guaranty to which TILC

or TRMI is a party, respectively.

"TRMI" means Trinity Rail Management, Inc., a Delaware corporation.

"TRMI Agreements" means the Operative Agreements to which TRMI is or

will be a party.

"Trust" means the trust created under the Trust Agreement.

"Trust Agreement" means that certain Amended and Restated Trust

Agreement (TRLI 2001-1A), dated as of May 17, 2001, between the Owner

Participant and the Trust Company.

"Trust Company" means State Street Bank and Trust Company of

Connecticut, National Association, a national banking association, in its

individual capacity.

"Trust Estate" has the meaning assigned thereto in Section 2.02 of the

Trust Agreement.

"Trust Indenture" or "Indenture" means the Trust Indenture and Security

Agreement (TRLI 2001-1A), dated as of May 17, 2001, between the Owner Trustee,

in the capacities described therein, and the Indenture Trustee. The term "Trust

Indenture" or "Indenture" includes, except where the context otherwise requires,

each Indenture Supplement entered into pursuant to the terms of the Indenture.

"Trustee" means each of the Owner Trustee or the Indenture Trustee, and

"Trustees" means the Owner Trustee and the Indenture Trustee, collectively.

"2001-1A SUBI Certificate" has the meaning assigned to such term in the

Marks Company Trust Agreement.

"Unit" means each unit or item of Equipment.

"Unit Monthly Fee" has the meaning assigned thereto in Section 5.2(b)

of the Management Agreement.

"U.S. Person" means any Person that qualifies as a "United States

person" under Section 7701(a)(30) of the Code.

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EQUIPMENT LEASE AGREEMENT (TRLI 2001-1A) Dated as of May 17, 2001 between TRLI 2001-1A RAILCAR STATUTORY TRUST, By: State Street Bank and Trust Company of Connecticut, National Association, not in its individual capacity except as expressly provided...

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