AMENDMENT NO. 10 TO WAREHOUSE LOAN AGREEMENT
Exhibit 10.19.11
[EXECUTION COPY]
AMENDMENT NO. 10 TO
WAREHOUSE LOAN AGREEMENT
WAREHOUSE LOAN AGREEMENT
AMENDMENT NO. 10 TO WAREHOUSE LOAN AGREEMENT, dated as of March 30, 2006 (this
“Amendment”), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware
corporation (the “Manager”), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the
“Borrower”), the LENDERS party hereto, and CREDIT SUISSE, NEW YORK BRANCH (formerly known
as Credit Suisse First Boston, New York Branch), as Agent for the
Lenders (in such capacity, the “Agent”). Capitalized terms used but not defined herein have the meaning set forth in the Warehouse
Loan Agreement referred to below.
RECITALS:
WHEREAS, the Manager, the Borrower, the Lenders and the Agent are parties to that certain Warehouse
Loan Agreement dated as of June 27, 2002 (as heretofore amended, the “Warehouse Loan
Agreement”); and
WHEREAS, the parties hereto desire to amend the Warehouse Loan Agreement as hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
PART I
AMENDMENTS
AMENDMENTS
SUBPART 1.1 The definition of “Commitment Amount” set forth in Section 1.01 of the Warehouse Loan
Agreement is hereby amended in its entirety to read as follows:
“Committed Amount” means $500,000,000 or such lesser amount to which the Committed Amount
may be reduced pursuant to Section 2.08.
SUBPART 1.2 Schedule 1.01 of the Warehouse Loan Agreement is hereby amended in its entirety to read
as set forth in Schedule 1.01 hereto.
PART II
MISCELLANEOUS
MISCELLANEOUS
SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the Agent
has received signature pages to this Amendment duly executed by each party hereto (including each
Lender).
SUBPART 2.2 Representations and Warranties. The Manager and the Borrower each represent and
warrant that its respective representations and warranties contained in Article V of the Warehouse
Loan Agreement are true and correct on and as of the date of this Amendment as
SUBPART 2.3 Effect of Amendment. All provisions of the Warehouse Loan Agreement, as
expressly amended and modified by this Amendment, shall remain in full force and effect. After this
Amendment becomes effective, all references in the Warehouse Loan Agreement (or in any other
Transaction Document) to the Warehouse Loan Agreement shall be deemed to be references to the
Warehouse Loan Agreement as amended hereby.
SUBPART 2.4 Counterparts. This Amendment may be executed in any number of counterparts and
by different parties on separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be
effective as delivery of a manually executed counterpart of this Amendment.
SUBPART 2.5 Governing Law. This Amendment shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
SUBPART 2.6 Section Headings. The various headings of this Amendment are included for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Warehouse Loan Agreement or any provision hereof or thereof.
[Signature Pages Follow]
-2-
IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.
TRINITY INDUSTRIES LEASING COMPANY |
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By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Vice President | |||
TRINITY RAIL LEASING TRUST II |
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By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Vice President |
CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent and as a Committed Lender |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | XXXX XXXXXX | |||
Title: | DIRECTOR | |||
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Director | |||
GRAMERCY CAPITAL CORPORATION, as a Conduit Lender By Credit Suisse, New York Branch, as attorney-in-fact |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | XXXX XXXXXX | |||
Title: | DIRECTOR | |||
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: | Director | |||
GREENWICH FUNDING CORPORATION, as a Conduit Lender By Credit Suisse, New York Branch, as attorney-in-fact |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | XXXX XXXXXX | |||
Title: | DIRECTOR | |||
By: | /s/ Xxxxxx Xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: Director | ||||
ALPINE SECURITIZATION CORP, as a Conduit Lender By Credit Suisse, New York Branch, as attorney-in-fact |
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By: | /s/ Xxxx Xxxxxx | |||
Name: | XXXX XXXXXX | |||
Title: DIRECTOR | ||||
By: | /s/ Xxxxxx xxxxx | |||
Name: | Xxxxxx Xxxxx | |||
Title: Director |
DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Vice President | |||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Associate | |||
BEETHOVEN FUNDING CORPORATION, as a Conduit Lender |
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By: | ||||
Name: | ||||
Title: |
DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender |
||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
BEETHOVEN FUNDING CORPORATION, as a Conduit Lender |
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By: | /s/ Pascal Galmot | |||
Name: | Pascal Galmot | |||
Title: | Vice President |
COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as a Committed Lender |
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By: | /s/ Xxxxx Xxxxxxx | |||
Name: | Xxxxx Xxxxxxx | |||
Title: Executive Director | ||||
By: | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Vice President | |||
NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender |
||||
By: | ||||
Name: | ||||
Title: |
COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A.. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as a Committed Lender |
||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Vice President |
XXXXXXX RECEIVABLES (No. 3) Limited, as a Committed Lender |
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By: | /s/ S.M. Hollywood | |||
Name: | S.M. Hollywood | |||
Title: | Director |
SCHEDULE 1.01
Lenders and Commitments
Original | ||||||||||||
Commitment | Commitment | Commitment | ||||||||||
Lender | Amount | Percentage | Date | |||||||||
Credit Suisse First Boston, New |
225,000,000 | 45.00000000 | % | June 27, 0000 | ||||||||
Xxxx Xxxxxx |
||||||||||||
Xxxxxxxx Xxxx XX, Xxx Xxxx |
100,000,000 | 20.00000000 | % | August 29, 2003 | ||||||||
Branch |
||||||||||||
Coöperatieve Centrale Raiffeisen- |
100,000,000 | 20.00000000 | % | October 23, 0000 | ||||||||
Xxxxxxxxxxxxxx B.A., “Rabobank International”, New York Branch |
||||||||||||
Xxxxxxx Receivables |
75,000,000 | 15.00000000 | % | October 20, 2005 | ||||||||
(No. 3) Limited |
||||||||||||
Totals |
500,000,000 | 100.0000 | % |