PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • April 25th, 2019 • Trinity Industries Inc • Railroad equipment
THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of April 10, 2019 (this “Agreement”) by and among TRINITY RAIL LEASING WAREHOUSE TRUST, a Delaware statutory trust (“TRLWT” or the “TRLWT Seller”), TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (“TILC” or the “TILC Seller”; TRLWT and TILC are sometimes hereinafter collectively referred to as the “Sellers” or individually as a “Seller”) and TRINITY RAIL LEASING 2019 LLC, a Delaware limited liability company (the “Purchaser”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 25th, 2019 • Trinity Industries Inc • Railroad equipment • New York
MASTER INDENTURETrinity Industries Inc • April 25th, 2019 • Railroad equipment
This MASTER INDENTURE, dated as of April 10, 2019 (as modified, amended or supplemented from time to time by Indenture Supplements, this “Master Indenture”) between TRINITY RAIL LEASING 2019 LLC, a Delaware limited liability company, as the issuer of the Equipment Notes hereunder (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee for each Series of Equipment Notes (the “Indenture Trustee”).
FIFTH SUPPLEMENTAL INDENTUREFifth Supplemental Indenture • April 25th, 2019 • Trinity Industries Inc • Railroad equipment • New York
This FIFTH Supplemental Indenture (this “Supplemental Indenture”), is made and entered into as of April 22, 2019, by and among TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”), TRINITYRAIL MAINTENANCE SERVICES, INC., a Delaware corporation and wholly owned subsidiary of the Company (the “Guaranteeing Subsidiary”), and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”). All capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Indenture (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2019 • Trinity Industries Inc • Railroad equipment • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of _______, 20___, by and between Trinity Industries, Inc., a Delaware corporation (the “Company”), and ________________________ (“Indemnitee”).
SUPPLEMENT TO SUBSIDIARY GUARANTYTrinity Industries Inc • April 25th, 2019 • Railroad equipment
Reference is hereby made to the Amended and Restated Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) made as of November 1, 2018, by each of the Material Domestic Subsidiaries of Trinity Industries, Inc., a Delaware corporation (the “Borrower”) listed on the signature pages thereto (each, an “Initial Guarantor” and together with any additional Subsidiaries of the Borrower, which become parties thereto and together with the undersigned, the “Guarantors”) in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations, under the Credit Agreement. Capitalized terms used herein and not defined herein shall have the meanings given to them in the Guaranty. By its execution below, the undersigned TRINITYRAIL MAINTENANCE SERVICES, INC., a Delaware corporation (the “New Guarantor”), agrees to become, and does hereby become, a Guarantor under the Guaranty and agrees to be bound by such Gu
