Underwriting AgreementUnderwriting Agreement • May 31st, 2006 • Trinity Industries Inc • Railroad equipment • New York
Trinity Industries, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $450,000,000 principal amount of its ___% Convertible Subordinated Notes due 2036 (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of , 2006 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”) and, at the option of the Underwriters, to cover over-allotments, if any, up to an additional $50,000,000 principal amount of its ___% Convertible Subordinated Notes due 2036 (the “Option Securities”). The Firm Securities and the Option Securities are hereinafter collectively referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $1.00 per share
TRINITY INDUSTRIES, INC., AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE __% Convertible Subordinated Notes due 2036 INDENTURE Dated as of June [ ], 2006Trinity Industries Inc • May 31st, 2006 • Railroad equipment • New York
INDENTURE dated as of June ___, 2006, among TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Trustee”), as Trustee.
