STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 29, 2021 by and among Trinity Industries, Inc., a Delaware corporation (the “Company”), on the one hand, and ValueAct Capital Master Fund, L.P. (the “Selling Stockholder”), on the other hand.
MASTER INDENTURE dated as of June 15, 2021 by and between TRP 2021 LLC, a Delaware limited liability company, as the Issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture TrusteeMaster Indenture • July 27th, 2021 • Trinity Industries Inc • Railroad equipment
PURCHASE AND CONTRIBUTION AGREEMENT by and among TRINITY RAIL LEASING WAREHOUSE TRUST, TRINITY INDUSTRIES LEASING COMPANY and TRINITY RAIL LEASING 2021 LLC Dated as of June 30, 2021Purchase and Contribution Agreement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
SERIES 2021-1 SUPPLEMENT TRP 2021 LLC, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee dated as of June 15, 2021 SERIES 2021-1 NOTESSupplement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
SERIES 2021-1 SUPPLEMENT, dated as of June 15, 2021 (this “Series 2021-1 Supplement”), issued pursuant to, and incorporating the terms of, the Master Indenture, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Master Indenture”, and, together with this Series 2021-1 Supplement, the “Series 2021-1 Indenture”) between TRP 2021 LLC (formerly known as Trinity Rail Leasing 2012 LLC), a Delaware limited liability company (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Wells Fargo Securities LLC 550 S. Tryon Street Charlotte, NC 28202 Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, NY 10019 Deutsche Bank Securities Inc. 60 Wall Street, 5th Floor New York, New York 10005 BofA Securities, Inc. One Bryant Park, 11th Floor New York, NY 10036 Fifth Third Securities, Inc. 38 Fountain Square Plaza Cincinnati, OH 45263
Schedule A - Industry Concentration Chart Schedule B - Lenders and Commitments Schedule C - Required Consents, Authorizations, Notices and Filings Schedule D - Insurance Schedule E - Notice Addresses; Agent’s OfficeTerm Loan Agreement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
This Term Loan Agreement is dated as of May 18, 2021 and is among TRIP RAILCAR CO., LLC, a Delaware limited liability company, TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation, TRIP RAIL HOLDINGS LLC, a Delaware limited liability company, the banks and other lending institutions from time to time party hereto, CREDIT SUISSE AG, NEW YORK BRANCH, as Agent for the Lenders, and U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Agent and Depositary for the Protected Parties referred to herein.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 Wells Fargo Securities LLC 550 S. Tryon Street Charlotte, NC 28202 Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas New York, NY 10019 Deutsche Bank Securities Inc. 60 Wall Street, 5th Floor New York, New York 10005 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 BofA Securities, Inc. One Bryant Park, 11th Floor New York, NY 10036 Fifth Third Securities, Inc. 38 Fountain Square Plaza Cincinnati, OH 45263
SERIES 2021-1 SUPPLEMENT TRINITY RAIL LEASING 2021 LLC, as Issuer, and as Indenture Trustee dated as of June 30, 2021 SERIES 2021-1 NOTESIndenture Supplement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
SERIES 2021-1 SUPPLEMENT, dated as of June 30, 2021 (this “Series 2021-1 Supplement”), issued pursuant to, and incorporating the terms of, the Master Indenture, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Master Indenture”, and, together with this Series 2021-1 Supplement, the “Series 2021-1 Indenture”) between TRINITY RAIL LEASING 2021 LLC, a Delaware limited liability company (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
ASSET CONTRIBUTION AND PURCHASE AGREEMENT dated as of May 18, 2021 between TRIP RAILCAR CO., LLC and TRIP RAIL HOLDINGS LLCAsset Contribution and Purchase Agreement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
This ASSET CONTRIBUTION AND PURCHASE AGREEMENT, dated as of May 18, 2021, is between TRIP RAILCAR CO., LLC, a Delaware limited liability company (the “Company”), and TRIP RAIL HOLDINGS LLC, a Delaware limited liability company (“TRIP Holdings”).
SERIES 2021-2 SUPPLEMENT TRIUMPH RAIL LLC, as Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee dated as of June 15, 2021 SERIES 2021-2 NOTESSupplement • July 27th, 2021 • Trinity Industries Inc • Railroad equipment • New York
SERIES 2021-2 SUPPLEMENT, dated as of June 15, 2021 (this “Series 2021-2 Supplement”), issued pursuant to, and incorporating the terms of, the Master Indenture, dated as of the date hereof (as amended, modified or supplemented from time to time, the “Master Indenture”, and, together with this Series 2021-2 Supplement, the “Series 2021-2 Indenture”) between TRIUMPH RAIL LLC (formerly known as TRIP Rail Master Funding LLC), a Delaware limited liability company (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Indenture Trustee (the “Indenture Trustee”).
