0001299933-11-000420 Sample Contracts

AMENDMENT NO. 1 to the SECOND AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT
Warehouse Loan Agreement • February 8th, 2011 • Trinity Industries Inc • Railroad equipment • New York

This AMENDMENT NO. 1, dated as of February 4, 2011 (this “Amendment”), to the SECOND AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT, dated as of May 29, 2009 (the “Loan Agreement”), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (the “Manager”), TRINITY RAIL LEASING WAREHOUSE TRUST (formerly known as Trinity Rail Leasing Trust II), a Delaware statutory trust (the “Borrower”), the banks and other lending institutions from time to time party to the Loan Agreement (each a “Lender” and, collectively, the “Lenders”), CREDIT SUISSE AG, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent for the Lenders (the “Agent”), and WILMINGTON TRUST COMPANY, in its capacity as Collateral Agent and Depositary (the “Collateral Agent”). Capitalized terms used but not defined herein have the meaning set forth in the Loan Agreement.

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