SECOND AMENDMENT AND RESTATEMENT

EXHIBIT 10.19

U.S. $475,000,000

SECOND AMENDMENT AND RESTATEMENT

dated as of May 29, 2009

of

WAREHOUSE LOAN AGREEMENT

dated as of June 27, 2002

among

TRINITY INDUSTRIES LEASING COMPANY,

TRINITY RAIL LEASING WAREHOUSE TRUST (formerly known as Trinity Rail Leasing Trust II),

THE COMMITTED LENDERS AND THE CONDUIT LENDERS
FROM TIME TO TIME PARTY HERETO,

CREDIT SUISSE, NEW YORK BRANCH,
as Agent,

and

WILMINGTON TRUST COMPANY,
as Collateral Agent and Depositary

TABLE OF CONTENTS

Second Amended and Restated
Warehouse Loan Agreement

TABLE OF CONTENTS
(continued)

Second Amended and Restated
Warehouse Loan Agreement

TABLE OF CONTENTS
(continued)

Second Amended and Restated
Warehouse Loan Agreement

TABLE OF CONTENTS
(continued)

Second Amended and Restated
Warehouse Loan Agreement

TABLE OF CONTENTS
(continued)

Second Amended and Restated
Warehouse Loan Agreement

TABLE OF CONTENTS
(cont.)

Second Amended and Restated
Warehouse Loan Agreement

SECOND AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT

     This Second Amended and Restated Warehouse Loan Agreement is dated as of May 29, 2009 and is 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 hereto (each a “ Lender ” and, collectively, the “ Lenders ”), CREDIT SUISSE, NEW YORK BRANCH (formerly Credit Suisse First Boston, New York Branch), as Agent for the Lenders (in such capacity, the “ Agent ”), and WILMINGTON TRUST COMPANY, in its capacity as Collateral Agent and Depositary for the Protected Parties referred to herein (in such capacity, the “ Collateral Agent ”).

      Background . The parties hereto have entered into a Warehouse Loan Agreement, dated June 27, 2002, which was amended and restated pursuant to the Amended and Restated Loan Agreement dated August 7, 2007, and subsequently amended on February 13, 2008 (as so amended, the “ Existing Loan Agreement ”). The parties hereto wish to amend and restate the Existing Loan Agreement to be as set forth herein.

     The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

     SECTION 1.01 Defined Terms . The following terms, as used herein, have the following meanings:

     “ A.A.R. ” means the Association of American Railroads, and its successors.

     “ Acceptable Derivatives Agreement ” means a Derivatives Agreement with a term that extends at least until the anticipated Termination Date, in the form of any of the following, in each case with monthly settlement and having a notional amount equal to the aggregate outstanding principal amount of the Loans on the date of such Derivatives Agreement, with such notional amount declining automatically according to a schedule which is consistent with the then anticipated principal repayments of the Loans:

     (i) an interest rate cap agreement with a cap rate which is no higher than 5.00%;

     (ii) an interest rate swap agreement under which the fixed rate paid by the Borrower, exclusive of credit spreads, will not exceed 5.00%; or

     (iii) any other Derivatives Agreement (x) that is approved by (1) the Agent and the Required Lenders, in the case of a Hedging Event described in clause (i) of the definition of such term, or (2) all the Committed Lenders, in the case of a Hedging Event described in
clause (ii) of the definition of such term, and (y) under which the Borrower is protected for increases in LIBOR above 5.00%.

Second Amended and Restated
Warehouse Loan Agreement

     “ Accounts ” means, collectively, the Custody Account, the Collection Account, the Maintenance Reserve Account, the Modifications and Improvements Account, the Discretionary Account and the Liquidity Reserve Account.

     “ Additional Collateral Certificate ” means a certificate substantially in the form of Exhibit A-3 hereto, with appropriate insertions and deletions or with such other changes as may be reasonably agreed to by the Agent and the Collateral Agent, and which certificate contains a description of the Railcars and related Leases which are to become Portfolio Railcars and Portfolio Leases, as the case may be.

     “ Adjusted Eurodollar Rate ” means, for each Interest Period, the quotient obtained (rounded upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) LIBOR for such Interest Period by (ii) 1.00 minus the Eurodollar Reserve Percentage.

     “ Adjusted Facility Amount ” means the quotient of (i) the Committed Amount divided by (ii) the Maximum Advance Rate.

     “ Administrative Services Agreement ” means the Second Amended and Restated Administrative Services Agreement, substantially in the form of Exhibit L hereto, dated as of the Amendment Closing Date between the Borrower and TILC.

     “ Advance Rate ” means, as of any Calculation Date,

     (a) with respect to any Portfolio Railcar (x) which is subject to a Net Lease or a Full Service Lease as of such Calculation Date and (y) for which the Monthly Lease Rate Factor with respect to such Portfolio Railcar as of such Calculation Date is equal to or greater than 0.80%, the Maximum Advance Rate;

     (b) with respect to any Portfolio Railcar (x) which is subject to a Net Lease or a Full Service Lease as of such Calculation Date and (y) for which the Monthly Lease Rate Factor with respect to such Portfolio Railcar as of such Calculation Date is less than 0.80%, an amount equal to the product of

     (i) the Maximum Advance Rate and

     (ii) the quotient of the Monthly Lease Rate Factor with respect to such Portfolio Railcar as of such Calculation Date divided by 0.80%; and

     (c) with respect to any Portfolio Railcar not subject to a Net Lease or a Full Service Lease as of such Calculation Date, 50.00%;

provided that, the Advance Rate with respect any Portfolio Railcar

     (A) which is subject to clause (a) above, will continue to apply to such Portfolio Railcar until the next Calculation Date on which (x) the Monthly Rent with respect to such Portfolio Railcar decreases or (y) such Portfolio Railcar is no longer subject to a Net Lease or a Full Service Lease;

Second Amended and Restated
Warehouse Loan Agreement

     (B) which is subject to clause (b) above, will continue to apply to such Portfolio Railcar until the next Calculation Date on which (x) the Monthly Rent with respect to such Portfolio Railcar decreases or increases or (y) such Portfolio Railcar is no longer subject to a Net Lease or a Full Service Lease; and

     (C) which is subject to clause (c) above, will continue to apply to such Portfolio Railcar until the next Calculation Date on which such Portfolio Railcar becomes subject to a Net Lease or a Full Service Lease.

     “ Affiliate ” means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (including all directors and officers of such Person) (a “ Controlling Person ”) or (ii) any other Person which is controlled by or is under common control with a Controlling Person. As used herein, the term “ control ” means (i) with respect to any Person having voting shares or their equivalent and elected directors, managers or Persons performing similar functions, the possession, directly or indirectly, of the power to vote 10% or more of the Equity Interests having ordinary voting power of such Person, (ii) the ownership, directly or indirectly, of 10% or more of the Equity Interests in any Person or (iii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or their equivalent, by contract or otherwise.

     “ Agent ” means Credit Suisse, New York Branch, in its capacity as agent for the Lenders hereunder and under the other Loan Documents, and its successor or successors in such capacity.

     “ Agent’s Office ” means the Agent’s address and, as appropriate, account as set forth and identified as such in Schedule 11.01 , or such other address and account as the Agent may from time to time notify to the Borrower and the Lenders.

     “ Agreed-Upon Procedures Audit ” has the meaning set forth in Section 6.10(b) .

     “ Aggregate FMV ” means, as of any date of determination with respect to any specified group of Railcars, the aggregate of the Fair Market Values of all such Railcars (including, if calculated on a Funding Date, any such Railcars which will become Portfolio Railcars on such Funding Date, but excluding any such Railcars which will cease to be Portfolio Railcars at the time of such determination pursuant to Section 8.12 of the Security Agreement or otherwise).

     “ Aggregated Default Interest ” has the meaning set forth in Section 2.05(a) .

     “ Aggregated Default Interest Rate ” means, for any day during any Interest Period, the sum of the Adjusted Eurodollar Rate for such Interest Period plus  500 basis points.

     “ Agreement ” means this Warehouse Loan Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.

     “ Alternative Rate ” means, with respect to any Loan for any day during any Interest Period, the sum of (i) Three-Month LIBOR plus (ii) 225 basis points plus (iii) at any time after the Revolving Termination Date, the Step-Up Margin.

Second Amended and Restated
Warehouse Loan Agreement

     “ Amended Loan Documents ” means the amendments and restatements of this Agreement, the Management Agreement, the Insurance Management Agreement, the Administrative Services Agreement, the Depository Agreement, the Security Agreement, the Performance Guaranty, and the Asset Contribution and Purchase Agreement, as well as the supplement to the Customer Collections Account Administration Agreement delivered pursuant to Section 4.02(g) , in each case dated as of the Amendment Closing Date.

     “ Amendment Closing Date ” means May 29, 2009.

     “ Applicable Law ” means, with reference to any Person, all laws (foreign or domestic), statutes, rulings, codes, ordinances and treaties, including the FRA and the Interchange Rules, and all judgments, decrees, injunctions, writs and orders of any court, arbitrator or other Governmental Authority, and all rules, regulations, orders, interpretations, directives, licenses and permits of any governmental body, instrumentality, agency or other regulatory authority applicable to such Person or its property or in respect of its operations.

     “ Applicable Rate ” means, with respect to any Loan for any day during any Interest Period, the sum of (i) the Adjusted Eurodollar Rate for such Interest Period plus (ii) the Facility Margin plus (iii) at any time after the Revolving Termination Date, the Step-Up Margin.

     “ Appraised Value ”, with respect to any Railcar, means the amount set forth in the most recent Independent Appraisal with respect thereto as the amount, expressed in terms of currency, that may reasonably be expected for property exchanged between a willing buyer and a willing seller with equity to both, neither under any compulsion to buy or sell and both fully aware of all relevant, reasonably ascertainable facts.

     “ Approved Fund ” means (i) with respect to any Committed Lender, an entity (whether a corporation, partnership, limited liability company, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is managed by such Committed Lender or an Affiliate of such Committed Lender, (ii) with respect to any Committed Lender that is a fund that invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Committed Lender or by an Affiliate of such investment advisor, (iii) any Conduit Lender, and (iv) with respect to any Conduit Lender, any of its Support Parties.

     “ Asset Contribution and Purchase Agreement ” means the Second Amended and Restated Asset Contribution and Purchase Agreement dated as of the Amendment Closing Date, substantially in the form of Exhibit K hereto, between TILC and the Borrower.

     “ Asset Disposition ” means any sale, lease or other disposition by the Borrower (other than the lease of a Railcar pursuant to an Eligible Lease) of any Portfolio Railcar, Portfolio Lease or other item of Collateral, whether by sale, lease, transfer, Event of Loss, Condemnation or otherwise.

     “ Assignment and Acceptance ” means an Assignment and Acceptance, substantially in the form of Exhibit C hereto, under which an interest of a Lender hereunder is transferred to an Eligible Assignee pursuant to Section 11.06(b) .

Second Amended and Restated
Warehouse Loan Agreement

     “ Availability Period ” means the period from the Amendment Closing Date to the Revolving Termination Date.

     “ Available Commitment ” means, with respect to any Committed Lender, the aggregate of such Committed Lender’s Commitment less the aggregate principal amount of outstanding Loans held by such Committed Lender (or any Conduit Lender designated by such Committed Lender) under this Agreement.

     “ Back-up Manager ” has the meaning set forth in the Management Agreement.

     “ Bank Credit Facility ” means the Second Amended and Restated Credit Agreement dated as of April 20, 2005, as amended by that certain (i) First Amendment to Second Amended and Restated Credit Agreement dated as of June 9, 2006, (ii) Second Amendment to Second Amended and Restated Credit Agreement dated as of June 21, 2006, (iii) Third Amendment to Second Amended and Restated Credit Agreement dated as of June 22, 2007, (iv) Fourth Amendment to Second Amended and Restated Credit Agreement dated as of October 19, 2007, (v) Fifth Amendment to Second Amended and Restated Credit Agreement dated as of February 9, 2009 and (vi) Sixth Amendment to Second Amended and Restated Credit Agreement dated as of March 31, 2009, among Trinity, as borrower, the financial institutions now or hereafter parties thereto, JPMorgan Chase Bank, N.A., individually and as issuing bank and as administrative agent, Dresdner Bank AG, New York and Grand Cayman Branches, individually and as documentation agents, The Royal Bank of Scotland plc, Wachovia Bank, N.A. and Bank of America, N.A., individually and as syndication agents, and J.P. Morgan Securities, Inc., as sole lead arranger and bookrunner.

     “ Bankruptcy Code ” means the United States Bankruptcy Reform Act of 1978, as amended, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdiction from time to time affecting the rights of creditors generally.

     “ Base Component ” has the meaning set forth in the Management Agreement.

     “ Bill of Sale ” means a bill of sale delivered to the Borrower from the seller with respect to a Railcar and, if applicable, any related Lease in connection with the Borrower’s purchase of such Railcar and related Lease from such Seller.

     “ Borrower ” means Trinity Rail Leasing Warehouse Trust (formerly known as Trinity Rail Leasing Trust II), a Delaware statutory trust, and its successors.

     “ Borrower Change of Control ” means either (i) Trinity shall cease to own directly 100% of the Equity Interests of the Manager on a fully-diluted basis assuming the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then convertible or unexercisable), (ii) TILC shall cease to own directly 100% of the Equity Interests of the Borrower on a fully diluted basis assuming the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable).

     “ Borrowing ” means a borrowing of Loans pursuant to Section 2.01 hereof.

Second Amended and Restated
Warehouse Loan Agreement

     “ Borrowing Base ” means, on any date (after giving effect to (i) the addition to the “Borrowing Base” of any and all Railcars to become Portfolio Railcars on such date and (ii) the reduction of the “Borrowing Base” in respect of any and all Railcars that will cease to be Portfolio Railcars on such date), a Dollar amount equal to the difference of:

     (I) the sum of the products obtained for each Eligible Railcar that is a Portfolio Railcar on such date obtained by multiplying (A) the Advance Rate of such Eligible Railcar in effect on such date times (B) the Fair Market Value of such Eligible Railcar on such date; minus

     (II) the Excluded Assets Amount on such date.

     “ Borrowing Base Certificate ” means a certificate of the chief financial officer or chief accounting officer of each Facility Party, in the form of Exhibit A-6 hereto or such other form as may hereafter be agreed by the Borrower (and/or the Manager, as applicable) and the Agent, delivered to the Lenders pursuant to Section 2.02(c) or 6.01(d) , as applicable, and setting forth in reasonable detail the calculation of the Borrowing Base as of the date required by such Sections and such other information required thereby.

     “ Business Day ” means any day of the week, other than a Saturday or a Sunday, on which banks are open for business in London for the conduct of transactions in the London interbank market and on which commercial banks in New York City and Dallas, Texas are open for business and are not required or authorized by law, executive order or governmental decree to be closed.

     “ Calculation Date ” means with respect to any Settlement Date, the last day of the calendar month immediately preceding such Settlement Date.

     “ Capital Lease ” of any Person means any lease of property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.

     “ Cash Equivalents ” means (a) marketable direct obligations issued by, or fully and unconditionally guaranteed by, the United States Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition, (b) certificates of deposit, time deposits, eurocurrency time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any United States commercial bank having a long-term unsecured debt rating of at least “AA” by S&P and “Aa2” by Moody’s (or carrying an equivalent rating by another internationally recognized rating agency if both S&P and Moody’s cease publishing ratings with respect to Cash Equivalents of the type described in this clause (b) ), (c) commercial paper of an issuer rated at the time of acquisition at least A-1 by S&P and P-1 by Moody’s (or carrying an equivalent rating by another internationally recognized rating agency if both S&P and Moody’s cease publishing ratings with respect to Cash Equivalents of the type described in this clause (c) ) and maturing within one year from the date of acquisition, (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States Government, (e) securities with maturities of one year

Second Amended and Restated
Warehouse Loan Agreement

or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at the time of acquisition at least A-1 by S&P and P-1 by Moody’s (or carrying an equivalent rating by another internationally recognized rating agency if both S&P and Moody’s cease publishing ratings with respect to Cash Equivalents of the type described in this clause (e) ), (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by a commercial bank satisfying the requirements of
clause (b) of this definition or (g) shares of money market mutual or similar funds that are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, and operated in accordance with Rule 2a-7 thereunder and that, at the time of such investment, are rated “Aaa” by Moody’s and “AAA” by S&P (or carrying an equivalent rating by another internationally recognized rating agency if both S&P and Moody’s cease publishing ratings with respect to Cash Equivalents of the type described in this clause (g) ) or invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

     “ Cash Flow ” means all amounts received by or on behalf of, or credited to the Borrower from any source under or in respect of a Lease or otherwise from the ownership or operation of the Portfolio, including, without limitation, Monthly Rent, service charges, rentals, Railroad Mileage Credits, delivery costs reimbursed by a Lessee and cancellation or penalty payments, as well as all other amounts paid under each Lease or any other Lease Document as reimbursement, indemnity, fees or commissions, or on account of assumed financial responsibility or liability or otherwise, other than Excepted Payments.

     “ Casualty ” means any Event of Loss or other casualty, loss, damage, destruction or other similar loss with respect to any Portfolio Railcar or other item of Collateral.

     “ Casualty Insurance Policy ” means any insurance policy maintained by or on behalf of the Borrower covering losses with respect to Casualties involving one or more Portfolio Railcars or other items of Collateral.

     “ Casualty Proceeds ” means all proceeds under any Casualty Insurance Policy, and all other insurance proceeds, damages, awards, claims and rights of action of the Borrower with respect to any Casualty.

     “ Chattel Paper Legend ” means the following statement: “COUNTERPART No. ___ OF ___ SERIALLY NUMBERED COUNTERPARTS. TO THE EXTENT THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY APPLICABLE JURISDICTION, NO SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1”.

     “ Closing Date ” means June 27, 2002.

Second Amended and Restated
Warehouse Loan Agreement

     “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and Treasury Regulations issued thereunder, in each case as in effect from time to time. Reference to particular sections of the Code shall be construed also to refer to any successor sections.

     “ Collateral ” means all of the property which is subject or is purported to be subject to the Liens granted by the Collateral Documents.

     “ Collateral Agent ” means Wilmington Trust Company in its capacity as collateral agent and representative for the Protected Parties under the Security Agreement and the Depository Agreement.

     “ Collateral Deficiency ” means, as of any date of determination, the Dollar amount of the excess , if any, of (x) the aggregate outstanding principal amount of the Loans as of such date over (y) the Borrowing Base calculated as of such date.

     “ Collateral Documents ” means, collectively, the Security Agreement, each Perfection Certificate, the Depository Agreement, the Customer Collections Account Administration Agreement, the Asset Contribution and Purchase Agreement, the Marks Company Trust Agreement, any additional pledges, security agreements, patent, trademark or copyright filings or mortgages required to be delivered pursuant to the Loan Documents and any instruments of assignment, control agreements, lockbox letters or other instruments or agreements executed pursuant to the foregoing.

     “ Collection Account ” means the Collection Account established by the Depositary pursuant to the Depository Agreement.

     “ Commitment ” means, with respect to any Committed Lender, the commitment of such Lender, in an aggregate principal amount at any time outstanding of up to such Lender’s Commitment Percentage of the Committed Amount, to make Loans in accordance with the provisions of Section 2.01 , in each case as set forth on Schedule 1.01 or in the applicable Assignment and Acceptance as its Commitment, as any such amount may be increased or decreased from time to time pursuant to this Agreement.

     “ Commitment Percentage ” means, for each Committed Lender, the percentage identified as its Commitment Percentage on Schedule 1.01 hereto, as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 11.06(b) .

     “ Committed Amount ” means $475,000,000 or such lesser amount to which the Committed Amount may be reduced pursuant to Section 2.08 . Notwithstanding anything in any Transaction Document to the contrary, each of the Committed Lenders agrees (i) that the Committed Amount, as of the Amendment Closing Date, will be equal to the amount specified pursuant to the preceding sentence and (ii) it will undertake such action, in accordance with Section 11.06(b) , necessary so that the proportion of (A) the outstanding portion of its respective Loans to the aggregate amount of all outstanding Loans is equal to (B) its Commitment Percentage.

Second Amended and Restated
Warehouse Loan Agreement

     “ Committed Lender ” means a Lender listed on Schedule 1.01 and shown as having a Commitment hereunder as of the Amendment Closing Date or which thereafter acquires a Commitment hereunder in accordance with Section 11.06(b) .

     “ Competitor of the Borrower ” means a Person who either (i) is engaged in the full service railcar leasing or manufacturing business or (ii) has a material non-passive investment interest (whether held directly or indirectly) in, or is otherwise an Affiliate of, a Person that is engaged in the full service railcar leasing or manufacturing business; provided , however , that a Person which is a commercial bank, savings institution, insurance company, trust company or national banking association or an Affiliate of any thereof, or a Person regularly engaged (or a Person which is a Subsidiary of a Person regularly engaged) in the business of acting as the lessor or equity participant in a trust or statutory trust acting as the lessor in net financial leases, in each case acting for its own account, shall be deemed not to be a Competitor of the Borrower, unless either Facility Party has notified the Agent and each Lender in writing that such Person is a Competitor of the Borrower.

     “ Condemnation ” means any taking of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

     “ Condemnation Award ” means all proceeds of any Condemnation or transfer in lieu thereof with respect to any Portfolio Railcar or other item of Collateral.

     “ Conduit Lender ” shall mean any Lender which is designated as a Conduit Lender pursuant to Section 11.06(h) .

     “ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any indenture, loan agreement, mortgage, deed of trust, contract or other agreement, instrument or undertaking to which such Person is a party or by which it or any of its property or assets is bound. Contractual Obligation does not include obligations under the Transaction Documents.

     “ Corporate Base Rate ” shall mean for any day, the higher of (i) the prime rate per annum announced from time to time by Credit Suisse in New York in effect on such day and (ii) the Federal Funds Rate plus 100 basis points. (The Corporate Base Rate is not intended to represent the lowest rate charged by Credit Suisse for extensions of credit.)

     “ CP Rate ” means, with respect to any portion of a Loan funded and maintained by a Conduit Lender through the direct or indirect issuance of commercial paper for any day during any Interest Period, the sum of

     (i) the rate applicable to such day in such Interest Period as calculated in the manner specified by such Conduit Lender in writing to the Agent and the Borrower as such Conduit Lender’s “CP Rate” plus

     (ii) the Facility Margin plus

     (iii) at any time after the Revolving Termination Date, the Step-Up Margin.

Second Amended and Restated
Warehouse Loan Agreement

     “ Credit Exposure ” has the meaning set forth in the definition of “Required Lenders” in this Section 1.01 .

     “ Credit Obligations ” means, without duplication:

     (i) all principal of and interest (including, without limitation, any interest which accrues after the commencement of any bankruptcy or insolvency proceeding with respect to the Borrower, whether or not allowed or allowable as a claim under the Bankruptcy Code) on any Loan under, or any Note issued pursuant to, this Agreement or any other Loan Document;

     (ii) all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by any Facility Party (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Facility Party, whether or not allowed or allowable as a claim under the Bankruptcy Code) pursuant to this Agreement or any other Loan Document;

     (iii) all expenses of the Agent and the Collateral Agent as to which the Agent or the Collateral Agent, as the case may be, has a right to reimbursement under Section 11.04 of this Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral; and

     (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the right to reimbursement under Section 11.05 of this Agreement or under any other similar provision of any other Loan Document;

together in each case with all renewals, modifications, consolidations or extensions thereof.

     “ Creditor ” means, without duplication, each Lender, each Derivatives Creditor, the Agent and each Indemnitee and their respective successors and assigns, and “ Creditors ” means any two or more of such Creditors.

     “ Custody Account ” means the Custody Account established by the Depositary pursuant to the Depository Agreement.

     “ Customer Collections Account Administration Agreement ” means the Customer Collections Account Administration Agreement, dated as of November 12, 2003, among, inter alios, the Trinity Industries Leasing Company, Trinity Rail Leasing III, L.P., TRIP Rail Leasing LLC, the TRL-III Transaction Investors identified on the signature pages thereto, Credit Suisse, New York Branch, Wilmington Trust Company, and the Borrower, as amended and/or supplemented from time to time.

     “ Customer Collections Account Administration Agreement Severance ” has the meaning set forth in Section 9.02(f) .

     “ Customer Payments Accounts ” means the Customer Payments Account referred to and defined in the Customer Collections Account Administration Agreement.

Second Amended and Restated
Warehouse Loan Agreement

     “ Debt ” of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations of such Person to pay the deferred purchase price of property or services (other than current accounts payable arising in the ordinary course of business), (v) the capitalized amount of all Capital Leases of such Person that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (vi) all obligations (other than obligations in respect of like kind exchanges) of such Person in respect of securities repurchase agreements or otherwise to purchase securities or other property which arise out of or in connection with the sale of the same or substantially similar securities or property, (vii) all non-contingent obligations (and, for purposes of Section 7.01 , all contingent obligations) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, bankers’ acceptance or similar instrument, (viii) all obligations of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether or not such obligation is assumed by such Person; provided that the amount of any Debt of others that constitutes Debt of such Person solely by reason of this clause (viii) shall not for purposes of this Agreement exceed the greater of the book value or the fair market value of the properties or assets subject to such Lien, (ix) all Guaranty Obligations of such Person, (x) all Disqualified Stock of such Person, (xi) all Derivatives Obligations of such Person and (xii) the Debt of any other Person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venturer) to the extent such Person would be liable therefor under Applicable Law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Debt provide that such person shall not be liable therefor.

     “ Debt Service Coverage Ratio ” means, with respect to any Settlement Date, the ratio of:

     (i) the sum of the aggregate amount of

     (A) Monthly Rent actually collected and paid into the Collection Account plus

     (B) payments of Railroad Mileage Credits to the Borrower, net of any portion of such Railroad Mileage Credits which the Borrower is required to pay to Lessees or other third parties plus

     (C) interest earned under deposits in the Accounts,

in each case for each of the three most recent Measuring Periods ended on or prior to the Calculation Date immediately preceding such Settlement Date, to

     (ii) the sum of the aggregate amount of

     (A) interest expense accrued on the Loans plus

Second Amended and Restated
Warehouse Loan Agreement

     (B) Liquidity Fees accrued hereunder plus

     (C) with respect to each Portfolio Railcar, the product of (a) the Monthly Depreciation with respect to such Portfolio Railcar multiplied by (b) the Advance Rate with respect to such Portfolio Railcar minus

     (D) payments owed to the Borrower (other than any Derivatives Termination Value) as of such Settlement Date under any Derivatives Agreement plus

     (E) payments owed by the Borrower (other than any Derivatives Termination Value) as of such Settlement Date under any Derivatives Agreement,

in each case for each of the three most recent Measuring Periods ended on or prior to the Calculation Date immediately preceding such Settlement Date.

     “ Debt Service Coverage Ratio (Six-Month) ” means, with respect to any Settlement Date, the ratio of:

     (i) the sum of the aggregate amount of

     (A) Monthly Rent actually collected and paid into the Collection Account plus

     (B) payments of Railroad Mileage Credits to the Borrower, net of any portion of such Railroad Mileage Credits which the Borrower is required to pay to Lessees or other third parties plus

     (C) interest earned under deposits in the Accounts,

in each case for each of the six most recent Measuring Periods ended on or prior to the Calculation Date immediately preceding such Settlement Date, to

     (ii) the sum of the aggregate amount of

     (A) interest expense accrued on the Loans plus

     (B) Liquidity Fees accrued hereunder plus

     (C) with respect to each Portfolio Railcar, the product of (a) the Monthly Depreciation with respect to such Portfolio Railcar multiplied by (b) the Advance Rate with respect to such Portfolio Railcar minus

     (D) payments owed to the Borrower (other than any Derivatives Termination Value) as of such Settlement Date under any Derivatives Agreement plus

     (E) payments owed by the Borrower (other than any Derivatives Termination Value) as of such Settlement Date under any Derivatives Agreement,

in each case for each of the six most recent Measuring Periods ended on or prior to the Calculation Date immediately preceding such Settlement Date.

Second Amended and Restated
Warehouse Loan Agreement

     “ Default ” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

     “ Default Margin ” means 375 basis points.

     “ Depositary ” means Wilmington Trust Company, or a successor thereto appointed pursuant to the Depository Agreement.

     “ Depositary’s Office ” means the Depositary’s address as set forth and identified as such in Schedule 11.01 , or such other address as the Depositary may from time to time notify to the Agent, the Borrower and the Lenders.

     “ Depository Account ” means the Depository Account established by the Depositary pursuant to the Depository Agreement.

     “ Depository Agreement ” means the Second Amended and Restated Depository Agreement, substantially in the form of Exhibit F hereto, dated as of the Amendment Closing Date, among the Borrower, the Agent, the Collateral Agent, the Manager and the Depositary.

     “ Depreciated Appraised Value ” means, with respect to any Portfolio Railcar at any time, an amount equal to the Appraised Value of such Portfolio Railcar minus the product of

     (a) the Monthly Depreciation with respect to such Portfolio Railcar multiplied by

     (b) the number of Settlement Dates from and excluding the date of the then most recent Independent Appraisal with respect to such Portfolio Railcar to but including the date as of which the Depreciated Appraised Value with respect to such Portfolio Railcar is calculated.

     “ Depreciated Purchase Price ” means, with respect to any Portfolio Railcar at any time, an amount equal to the Original Purchase Price of such Portfolio Railcar minus the product of

     (a) the Monthly Depreciation with respect to such Portfolio Railcar multiplied by

     (b) the number of Settlement Dates from the date the Borrower acquired such Portfolio Railcar to and including the date as of which the Depreciated Purchase Price with respect to such Portfolio Railcar is calculated.

     “ Derivatives Agreement ” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or

Second Amended and Restated
Warehouse Loan Agreement

governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement.

     “ Derivatives Creditor ” means any Lender or any Affiliate of any Lender from time to time party to one or more Derivatives Agreements with the Borrower (even if any such Lender for any reason ceases after the execution of such agreement to be a Lender hereunder), and its successors and assigns, and “ Derivatives Creditors ” means any two or more of such Derivatives Creditors.

     “ Derivatives Obligations ” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under the Bankruptcy Code) of such Person in respect of any Derivatives Agreement, excluding any amounts which such Person is entitled to set-off against its obligations under Applicable Law.

     “ Derivatives Termination Value ” means, at any date after the termination of any Derivatives Agreement, after taking into account the effect of any legally enforceable netting agreements relating to such Derivatives Agreement, the amount payable by (in which case the amount shall be positive) or payable to (in which case the amount shall be negative), the Borrower as a result of the termination of such Derivatives Agreement.

     “ Designated Ineligible Type ” means with respect to Portfolio Railcars and Portfolio Leases, Railcars or Leases, as the case may be, which are of a type which the Agent, in its reasonable discretion, has theretofore designated (by written notice to the Borrower) as ineligible for inclusion in the Borrowing Base hereunder.

     “ Designated Type ” means when used with respect to Railcars, Railcars which are classified as covered hopper grain cars or as coal cars (each of which shall be a separate “type” of Railcar).

     “ Discretionary Account ” means the Discretionary Account established by the Depositary pursuant to the Depository Agreement.

     “ Disqualified Stock ” of any Person means any Equity Interest of such Person which by its terms (or by the terms of any security for which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event or otherwise (including an event which would constitute a Change of Control), (A) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund or otherwise, (B) is convertible into or exchangeable for Debt or Disqualified Stock or (C) is redeemable or subject to any repurchase requirement arising at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Termination Date.

     “ Dollars ” and the sign “ $ ” means lawful money of the United States.

     “ Effective Date ” means the date this Agreement becomes effective in accordance with Section 11.21 .

Second Amended and Restated
Warehouse Loan Agreement

     “ Eligible Assignee ” means (i) any Lender, (ii) any Affiliate of a Lender, (iii) any Approved Fund and (iv) any other Person (other than a natural Person) approved by the Agent, which approval will not be unreasonably withheld so long as such assignee is a financial institution with a net worth of at least $50,000,000.00.

     “ Eligible Lease ” means, as of any date of determination, a Lease:

     (i) in the form or substantially in the form of Exhibit J-1 or Exhibit J-2 hereto or such other form as may have been approved by the Agent in its reasonable discretion;

     (ii) which constitutes an operating lease in accordance with GAAP;

     (iii) which represents a transaction with respect to a related Railcar which is either (A) evidenced by a single lease agreement between the Borrower and the related Lessee governing only (y) the lease of such specific Railcar and (z) other identified Railcars which have been or will be transferred concurrently to the Borrower and are or will become Portfolio Railcars, or (B) evidenced by a specific schedule to a master lease agreement between the Borrower and related Lessee, which schedule identifies as the subject of (and sets forth the specific economic terms of) a lease transaction only as to (y) such specific Railcar and (z) other identified Railcars which have been or will be transferred concurrently to the Borrower and are or will become Portfolio Railcars (i.e., Railcars subject to the same single lease agreement or single schedule to a master lease agreement have not been and will not be transferred to the Borrower by virtue of separate or “split” transfers);

     (iv) which is not a Designated Ineligible Type of Lease;

     (v) under which the Lessee is a Person (other than a natural Person) organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province thereof) or Mexico (or any state thereof), or otherwise approved in writing by the Agent as evidenced by the approval of the related Funding Package;

     (vi) which provides for payment in Dollars;

     (vii) which complies with all Applicable Laws of the jurisdiction in which it was originated;

     (viii) which represents the legal, valid and binding obligation of the Lessee thereunder, is enforceable against such Lessee in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and to general equitable principles) and was duly executed by parties having legal capacity to do so;

     (ix) which is not the subject of, and with respect to which there does not exist and are not overtly threatened, any actions, suits, investigations or legal, equitable or arbitrative or administrative proceedings against or adversely affecting any Facility Party;

Second Amended and Restated
Warehouse Loan Agreement

     (x) which has not been satisfied, subordinated or rescinded and remains in full force and effect;

     (xi) in respect of which the Security Agreement is effective to create a valid and perfected first priority Lien in favor of the Collateral Agent, subject only to Permitted Liens; and

     (xii) with respect to any Lease that becomes a Portfolio Lease at any time subsequent to the Amendment Closing Date, which is either a Follow-On Lease or a Lease that, on its initial Funding Date, has more than two years remaining in its term.

     “ Eligible Railcar ” means, as of any date of determination,

     (i) a Railcar other than a Railcar which the Agent has determined and has previously notified the Borrower in writing is of a type which could, if included in the Portfolio, cause the Loans or any Securitization of Portfolio assets to receive a long term rating or a shadow rating of below “A-” from S&P or below “A3” from Moody’s or which is otherwise a Designated Ineligible Type of Railcar;

     (ii) a Railcar other than a Railcar which as of such date of determination, if leased, is leased to a third party pursuant to a Lease which is not an Eligible Lease;

     (iii) a Railcar in respect of which the Security Agreement is effective to create a valid and perfected first priority Lien in favor of the Collateral Agent, subject only to Permitted Liens;

     (iv) a Railcar other than a Railcar (it being understood and agreed that Railcars deemed ineligible under this clause (iv) shall be excluded from the “Eligible Railcars” in descending order by age, beginning with the oldest Portfolio Railcar) which, when taken together with all of the other Portfolio Railcars, causes the weighted average age (weighted by Fair Market Values) of all Eligible Railcars in the Portfolio from their respective dates of manufacture to exceed five years; and

     (v) with respect to any Railcar that becomes a Portfolio Railcar at any time subsequent to the Amendment Closing Date, a Railcar other than a Railcar with an age from its date of manufacture equal to or greater than ten years.

     “ Environmental Laws ” means any current or future legal requirement of any Governmental Authority pertaining to (i) the protection of health, safety, and the environment, (ii) the conservation, management, damage to or use of natural resources and wildlife, (iii) the protection or use of surface water and groundwater or (iv) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC 6901 et seq., Federal Water Pollution

Second Amended and Restated
Warehouse Loan Agreement

Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing or successor law, any comparable state, local and regional laws, and any amendment, rule, regulation, order or directive issued thereunder.

     “ Equity Equivalents ” means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.

     “ Equity Interests ” means all shares of capital stock, partnership interests (whether general or limited), limited liability company membership interests, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of profits or losses, or distributions of assets, of an issuing Person, but excluding any debt securities convertible into such Equity Interests.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

     “ ERISA Event ” means: (i) a Reportable Event with respect to a Pension Plan; (ii) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA); (iii) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (vi) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

Second Amended and Restated
Warehouse Loan Agreement

     “ Eurodollar Reserve Percentage ” means for any day that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City with deposits exceeding five billion Dollars in respect of “Eurocurrency liabilities”, whether or not a Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for prorations, exceptions or offsets that may be available from time to time to a Lender. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

     “ Event of Default ” has the meaning set forth in Section 9.01 .

     “ Event of Loss ”, with respect to any Portfolio Railcar, means any of the following events:

     (a) during the term of any Lease with respect to such Railcar, such events with respect to such Railcar as are included in the definition of “Destroyed”, “Event of Loss”, “Total Loss” or any equivalent term, as the case may be, in such Lease; and

     (b) when no Lease of such Railcar is in effect, any of the following events with respect to such Railcar:

     (i) loss of such Railcar or the use of such Railcar due to destruction of or damage to such Railcar or any other casualty which renders repair uneconomic or which renders such Railcar permanently unfit for normal use;

     (ii) any damage to such Railcar which gives rise to a right to receive Casualty Proceeds by the Agent or the Collateral Agent with respect to such Railcar on the basis of an actual, constructive or compromised total loss;

     (iii) the theft or disappearance of such Railcar for a period in excess of 60 consecutive days;

     (iv) the confiscation of, seizure of or taking of title to or other Condemnation of such Railcar by any Governmental Authority;

     (v) the requisition of use of such Railcar (not involving taking of title) by any Governmental Authority, which continues for a period of more than 60 consecutive days; or

     (vi) as a result of any law, rule, regulation, order or other action by the STB or other Governmental Authority having jurisdiction, use of such Railcar in the normal course of business of rail transportation is prohibited for a period of longer than 60 consecutive days.

     “ Excepted Payments ” means amounts payable to or for the benefit of the Borrower, the Manager, the Agent, the Collateral Agent or any Lender (or any similar party as defined and used

Second Amended and Restated
Warehouse Loan Agreement

in such Lease), including, without limitation, (i) proceeds of public liability insurance (or other liability insurance maintained by or on behalf of the Borrower for its own account) payable to or for the benefit of the Borrower or the Lessee (or governmental indemnities in lieu thereof) and (ii) any rights to enforce and collect the same, but excluding, for the avoidance of doubt, payments for the use of, the loss of use of, damage to, or compensation for any loss of acquisition of any Portfolio Railcar.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “ Excluded Assets Amount ” means, as of any date of determination, the sum (without duplication) of the following amounts (including in such calculation amounts in respect of Eligible Railcars which will become Portfolio Railcars on such date, but excluding amounts in respect of any Eligible Railcars which will cease to be Portfolio Railcars on or before such date pursuant to Section 8.12 of the Security Agreement or otherwise)

     (i) the amount by which (x) the Aggregate FMV of all Eligible Railcars which are either (A) not subject to a Lease as of the date of calculation or (B) subject to a Lease with a Lessee with respect to which payment obligations owed by such Lessee under such Lease, which in aggregate exceed more than 5 percent of the aggregate Monthly Rent then payable by such Lessee under such Lease, are more than 120 days past the stated due dates for such payment obligations, exceeds (y) 5% of the Adjusted Facility Amount; plus

     (ii) the Aggregate FMV of all Eligible Railcars which are not subject to a Lease as of the date of calculation and have not been subject to a Lease for more than 180 consecutive days; plus

     (iii) for each single Lessee whose unsecured, unsubordinated, non-credit enhanced long-term indebtedness for money borrowed is rated at least BBB– by S&P and Baa3 by Moody’s, the amount by which (x) the Aggregate FMV of all Eligible Railcars subject to one or more Eligible Leases to such Lessee exceeds (y) 20% of the Adjusted Facility Amount; plus

     (iv) the amount by which (x) the Aggregate FMV of all Eligible Railcars subject to one or more Eligible Leases to Lessees whose unsecured, unsubordinated, non-credit enhanced long-term indebtedness for money borrowed is (A) rated lower than BBB– by S&P or Baa3 by Moody’s or (B) rated by neither S&P nor Moody’s exceeds (y) 60% of the Adjusted Facility Amount; plus

     (v) for each single Lessee whose unsecured, unsubordinated, non-credit enhanced long-term indebtedness for money borrowed is (A) rated below BBB– by S&P or Baa3 by Moody’s or (B) rated by neither S&P nor Moody’s, the amount by which (x) the Aggregate FMV of all Eligible Railcars subject to one or more Eligible Leases to such Lessee exceeds (y) 12.5% of the Adjusted Facility Amount; plus

     (vi) the amount by which (x) the Aggregate FMV of all Eligible Railcars subject to one or more Eligible Leases to Lessees whose unsecured, unsubordinated,

Second Amended and Restated
Warehouse Loan Agreement

non-credit enhanced long-term indebtedness for money borrowed is rated by neither S&P nor Moody’s exceeds (y) 50% of the Adjusted Facility Amount; plus

     (vii) the amount by which (x) the Aggregate FMV of all Eligible Railcars leased by the five Lessees who, collectively, lease Eligible Railcars having the greatest Aggregate FMV, exceeds (y) 50% of the Adjusted Facility Amount; plus

     (viii) the amount by which (x) the Aggregate FMV of all Eligible Railcars which are leased to Lessees domiciled outside the United States exceeds (y) 15% of the Adjusted Facility Amount; plus

     (ix) the amount by which (x) the Aggregate FMV of all Eligible Railcars which are leased to Lessees domiciled in Mexico exceeds (y) 5% of the Adjusted Facility Amount; plus

     (x) the Aggregate FMV of all Eligible Railcars which are subject to one or more Eligible Leases to Lessees who are then subject to any proceeding of the type described in Section 9.01(g) ; plus

     (xi) the amount by which (x) the Aggregate FMV of all (A) 70-ton boxcars and (B) steel coal cars exceeds (y) 3% of the Adjusted Facility Amount; plus

     (xii) the amount by which (x) the Aggregate FMV of all Specialty Railcars exceeds (y) 5% of the Adjusted Facility Amount; plus

     (xiii) the amount by which (x) the Aggregate FMV of all covered hopper cars with a gross rail load of 263,000 lbs. or less exceeds (y) 10% of the Adjusted Facility Amount; plus

     (xiv) the maximum amount by which (x) the Aggregate FMV of all Railcars that are leased to all Lessees categorized in any Industry Group (determined as of the commencement of each Lease) exceeds (y) an amount equal to the product of (A) the Industry Concentration Percentage for such Industry Group times (B) the Adjusted Facility Amount (provided that, to the extent that a positive amount is calculated for any Industry Group under this clause (xiv) , only the highest positive amount calculated for any single Industry Group pursuant to this clause (xiv) shall be deemed to be an “Excluded Assets Amount” under this clause (xiv) and all other amounts shall be disregarded); plus

     (xv) the Aggregate FMV of all Eligible Railcars which are, or which are subject to one or more Eligible Leases which are, subject to any Lien other than Permitted Liens; plus

     (xvi) the Aggregate FMV of all Eligible Railcars which otherwise fail to meet the specifications and requirements established from time to time by, or are otherwise deemed excluded from the Borrowing Base by, the Agent, in each case in its reasonable discretion and following written notice by the Agent to each Facility Party of such specifications and/or requirements or deemed exclusions;

Second Amended and Restated
Warehouse Loan Agreement

     “ Facility Margin ” means 250 basis points.

     “ Facility Party ” means each of the Manager and the Borrower, and “ Facility Parties ” means both of the foregoing.

     “ Failed Lender ” has the meaning set forth in Section 2.03(e) .

     “ Failed Loan ” has the meaning set forth in Section 2.03(e) .

     “ Failed Loan Amount ” has the meaning set forth in Section 2.03(e) .

     “ Fair Market Value ” means, with respect to any Railcar, the lesser of (i) the Depreciated Appraised Value of such Railcar and (ii) the Depreciated Purchase Price of such Railcar.

     “ Federal Funds Rate ” means for any day the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Credit Suisse, New York Branch, on such day on such transactions as determined by the Agent.

     “ Financing Notice ” means a notice in substantially the form of Exhibit A-4 hereto, with appropriate insertions.

     “ Follow-On Lease ” has the meaning specified in Section 6.12 .

     “ FRA ” means the Federal Railroad Administration Rules and Regulations, as such regulations are amended from time to time, or corresponding provisions of future regulations.

     “ Full Service Lease ” means a Lease substantially in the form of Exhibit J-1 hereto.

     “ Funding Date ” means each date on which a Loan is made to the Borrower in accordance with this Agreement.

     “ Funding Losses ” has the meaning set forth in Section 3.04 .

     “ Funding Package ” means with respect to each Railcar:

     (i) a copy of each related Lease;

     (ii) an Independent Appraisal, if required under Section 6.10 ;

     (iii) a Physical Inspection Report, if required under Section 6.10 ;

     (iv) the following information:

Second Amended and Restated
Warehouse Loan Agreement

     (A) the Manufacturer, type and car number, including whether such Railcar is a Designated Type and the date of manufacture;

     (B) the Mark that is, or after acquisition by the Borrower will be applicable to such Railcar and the identity of the registered holder of such Mark;

     (C) the Lessee or proposed Lessee, if applicable, and the primary Industry in which such Railcar operates;

     (D) the seller of the Railcar and whether it is an Affiliate of the Borrower;

     (E) the proposed Purchase Price, the information on any material modifications (including, but not limited to, prospective material modifications) to the Railcar that relate to such Purchase Price and a written certification that, to the best of the Borrower’s knowledge and belief, such proposed Purchase Price does not exceed the fair market value of the Railcar;

     (F) the terms of the Lease or proposed Lease, if any, with respect to such Railcar, including, without limitation, the terms, Monthly Rent, maintenance reserves (if any), security deposit (if any), return conditions and if requested by the Agent, non-confidential information showing the basis for the decision to enter into the applicable Lease;

     (G) if Trinity or any of its Affiliates then owns or owned such Railcar at any time prior to the purchase of such Railcar by the Borrower, (A) the dates of such ownership, (B) the purchase price paid by Trinity and/or any such Affiliate for such Railcar and (C) such further information as the Agent may reasonably request;

     (H) search reports (or oral confirmation thereof) as of a recent date from all public offices (including, without limitation, the STB and the Office of the Registrar General of Canada) in which a filing or recording is required or would be effective to perfect a Lien on the interests of the Borrower or the applicable seller in such Railcar and any related Lease; and

     (I) if such Railcar is then subject to a Lien of record of any Person, information regarding all such Liens including, but not limited to, (A) the name of such lienholder, (B) a description of the collateral granted to such lienholder to secure each such Lien and (C) the payoff amount required to satisfy each such Lien;

     (v) a memorandum addressed to the Agent and each Lender describing all material differences, if any, between any related Lease and the applicable form of Lease attached hereto as Exhibit J-1 or J-2 ; and

     (vi) evidence satisfactory to the Agent that the insurances required by this Agreement are in effect in respect of such Railcar;

Second Amended and Restated
Warehouse Loan Agreement

provided that to the extent one or more Lease Documents relating to a Railcar that is or is intended to be subject to a Lease that will become a Portfolio Lease on the applicable Funding Date has not been executed at the time such Funding Package is delivered to the Agent, drafts of such documents may be included in such Funding Package, and provided , further , that if drafts of the foregoing are submitted, final versions of such documents must be received by the Agent at least three days prior to the applicable Funding Date.

     “ GAAP ” means at any time generally accepted accounting principles as then in effect in the United States, applied on a basis consistent (except for changes with which the independent public accountants of both Trinity and TILC have concurred) with the financial statements of each of Trinity and TILC delivered to the Agent and each of the Lenders pursuant to Section 6.01(a) and (b) .

     “ Governmental Authority ” means any federal, state, local, provincial or foreign government, authority, agency, central bank, quasi-governmental or regulatory authority, court or other body or entity, and any arbitrator with authority to bind a party at law.

     “ Granting Lender ” has the meaning specified in Section 11.06(h) .

     “ Guaranty Obligation ” means, with respect to any Person, without duplication, any obligation (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guarantying, intended to guaranty, or having the economic effect of guarantying, any Debt of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Debt or other obligation or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of such indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Debt of such other Person, (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Debt or (iv) to otherwise assure or hold harmless the owner of such Debt or obligation against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Debt in respect of which such Guaranty Obligation is made.

     “ Hedging Event ” means:

     (i) the occurrence and continuation of any of the following at any time during the Availability Period:

     (A) on any Settlement Date, LIBOR commencing on such Settlement Date equals or exceeds 4.00%;

     (B) on any Settlement Date, the Two Year USD Swap Rate equals or exceeds 4.00%; or

Second Amended and Restated
Warehouse Loan Agreement

     (C) receipt by the Borrower or the Agent of notification by any Rating Agency that entering into an Acceptable Derivatives Agreement is necessary in order to retain the then current rating by such Rating Agency of the Loans; or

     (ii) at any time, the occurrence of any Event of Default or Manager Event of Default, or the occurrence of the third Scheduled Payment Date.

     “ Illegality Event ” has the meaning specified in Section 3.02 .

     “ Increased Cost ” has the meaning specified in Section 3.03(a) .

     “ Indemnified Liabilities ” has the meaning set forth in Section 11.05 .

     “ Indemnitee ” has the meaning set forth in Section 11.05 .

     “ Independent Appraisal ” means a document executed by an Independent Appraiser setting forth the Appraised Value of the item of equipment being appraised and the data and explanation, all in reasonable detail, supporting such Appraised Value.

     “ Independent Appraiser ” means RailSolutions, Inc., or, in substitution of the foregoing appraiser, any independent railcar appraisal expert of recognized standing selected by the Agent, with the consent of the Required Lenders, in consultation with, and reasonably satisfactory to, the Borrower; provided that no such consultations with, or satisfaction of, the Borrower shall be required so long as a Default, a Manager Event of Default or an Event of Default shall have occurred and be continuing.

     “ Industry ” means any industry listed in column I of Schedule A hereto.

     “ Industry Concentration Percentage ” means, with respect to an Industry Group, the percentages listed in column II of Schedule A hereto that correspond to the Industry of such Industry Group.

     “ Industry Group ” means Railcars that operate primarily in a particular Industry (as certified by each Facility Party in each Borrowing Base Certificate).

     “ Insolvency Event ” means any condition or event set forth in Section 9.01(g) .

     “ Insurance Management Agreement ” means the Second Amended and Restated Insurance Management Agreement, substantially in the form of Exhibit I hereto, dated as of the Amendment Closing Date, between the Borrower and the Manager.

     “ Interchange Rules ” means the interchange rules and supplements thereto promulgated by the A.A.R., as in effect from time to time.

     “ Interest Period ” means (i) initially, the period from the Amendment Closing Date to the first Calculation Date, and (ii) thereafter, the period from the last day of the immediately preceding Interest Period to the next succeeding Calculation Date; provided that the final Interest Period shall end on but exclude the Termination Date.

Second Amended and Restated
Warehouse Loan Agreement

     “ Investment ” in any Person means (i) the acquisition (whether for cash, property, services, assumption of Debt, securities or otherwise) of assets, Equity Interests, bonds, notes, debentures, time deposits or other securities of such other Person, (ii) any deposit with, or advance, loan or other extension of credit to or for the benefit of such Person (other than deposits made in connection with the purchase of equipment or inventory in the ordinary course of business) or (iii) any other capital contribution to or investment in such Person, including by way of Guaranty Obligations of any obligation of such Person, any support for a letter of credit issued on behalf of such Person incurred for the benefit of such Person or any release, cancellation, compromise or forgiveness in whole or in part of any Debt owing by such Person.

     “ Lease ” means, with respect to any Railcar, (i) any lease entered into by the Borrower, as lessor, and any and all supplements and amendments related thereto or (ii) any such lease transferred to the Borrower pursuant to a Sale Agreement.

     “ Lease Default ” means the occurrence of any default (other than a default which has been waived in compliance with Section 7.14 , excluding the proviso therein) under a Lease which is not or has not become, through the giving of notice and/or passage of time or otherwise, a Lease Event of Default.

     “ Lease Documents ” means (i) each of the Leases, Notices of Lease Assignments and Sale Agreements and (ii) each other document, certificate or opinion delivered or caused to be delivered to or for the benefit of the Borrower pursuant thereto.

     “ Lease Event of Default ” means any default (other than a default which has been waived with the specific written consent of the Agent under Section 7.14 , excluding the proviso thereof) under a Lease which, through the giving of notice, the passage of time or otherwise, has become an “event of default” or similar term (as defined and used in such Lease) thereunder, it being the intention that a Lease Event of Default shall mean a default under a Lease as to which the cure period, if any, has expired or which has no cure period.

     “ Legal Final Maturity Date ” means the 30 ^th anniversary of the Amendment Closing Date.

     “ Lender ” means each Committed Lender and each Eligible Assignee which acquires or funds a Commitment or Loan pursuant to Section 11.06(b) or 11.06(h) , and their respective successors.

     “ Lessee ” means any lessee under any Lease.

     “ Lessee Consent ” means, with respect to any Lease, a consent, executed by the respective Lessee, to the assignment of such Lease to the Borrower and to the grant of the security interest in such Lease to the Collateral Agent, in each case without any material qualifications.

     “ LIBOR ” means, for any Interest Period:

     (i) the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the page of the Reuters screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for one-month deposits in Dollars (for delivery on the first day of such Interest Period), determined as of

Second Amended and Restated
Warehouse Loan Agreement

approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or

     (ii) if the rate referred to in clause (i) above does not appear on such Reuters page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on such other page or service that displays an average British Bankers Association Interest Settlement Rate for one-month deposits in Dollars (for delivery on the first day of such Interest Period), determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or

     (iii) if the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum determined by the Agent as the rate of interest (rounded upwards to the next 1/16th of 1%) at which one-month deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Loans held by Credit Suisse, New York Branch, as would be offered by the principal London Office of Credit Suisse to major banks in the offshore Dollar market at their request at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or

     (iv) if the rates referenced in the preceding clauses (i) , (ii) and (iii) are not available or are not established for any reason for any Interest Period, “LIBOR” shall equal the Corporate Base Rate for each day during such Interest Period.

     “ Lien ” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement or memorandum of lien under the Uniform Commercial Code or comparable laws of any jurisdiction), including the interest of a purchaser of accounts receivable, chattel paper, payment intangibles or promissory notes. For the avoidance of doubt, a security interest granted by a Lessee on such Lessee’s leasehold interest with respect to any Railcar shall not be a “Lien” for purposes of this Agreement so long as such grant would not entitle the grantee to any interest in such Railcar (other than an interest in the Lessee’s leasehold interest as evidenced by the Lease) under Applicable Law.

     “ Liquidity Fee ” has the meaning set forth in Section 2.09.

     “ Liquidity Reserve Account ” means the Liquidity Reserve Account established by the Depositary pursuant to the Depository Agreement.

     “ Liquidity Reserve Target Amount ”, as calculated on any Calculation Date, means an amount equal to twelve times the sum of (i) the aggregate interest expense payable on the Loans for the Interest Period ending on such Calculation Date minus (ii) any amounts (other than any Derivatives Termination Value) owed to the Borrower as of the related Settlement Date under any Derivatives Agreement plus (iii) any amounts (other than any Derivatives Termination

Second Amended and Restated
Warehouse Loan Agreement

Value) owed by the Borrower as of the related Settlement Date under any Derivatives Agreement (for purposes of this calculation, the amounts referred to in clauses (ii) and (iii) shall only include amounts accruing during the Interest Period as to which the amount in clause (i) is computed).

     “ Loan ” means a loan made under Section 2.01 .

     “ Loan Documents ” means this Agreement, the Notes, the Performance Guaranty and the Collateral Documents, collectively, and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto, in each case as the same may be amended, modified or supplemented from time to time.

     “ Maintenance Reserve Account ” means the Maintenance Reserve Account established by the Depositary pursuant to the Depository Agreement.

     “ Management Agreement ” means the Second Amended and Restated Operation, Maintenance, Servicing and Remarketing Agreement, substantially in the form of Exhibit H hereto, dated as of the date hereof, among the Borrower, the Agent and the Manager.

     “ Management Documents ” means the Management Agreement, the Insurance Management Agreement, the Administrative Services Agreement and the Marks Company Servicing Agreement, collectively.

     “ Manager ” means TILC, and its successors and permitted assigns.

     “ Manager Advances ” means any advance (other than any advance giving rise to a Reimbursement Amount) made by the Manager (from time to time in the Manager’s sole discretion) to the Borrower in respect of one or more delinquent Lease payments which the Manager reasonably determines will ultimately be recoverable to be deposited in the Collection Account on any Settlement Date or otherwise. Outstanding Manager Advances shall bear interest at a rate per annum equal to the Applicable Rate and shall be repaid on each Settlement Date in the order of priority of payments set forth in the applicable provisions of Section 2.07(c) .

     “ Manager Default ” means a “Manager Default” as defined in the Management Agreement.

     “ Manager Event of Default ” means a “Manager Event of Default” as defined in the Management Agreement.

     “ Manager’s Fee ” means as of any Settlement Date an amount equal to (i) the Reimbursable Amounts and (ii) either (a) the Base Component, without giving effect to any adjustment, amendment or other modification thereto not expressly approved in writing by the Agent (acting with the prior written consent of the Required Lenders), if the Manager is TILC or one of its Affiliates or (b) the Monthly Rent actually collected under each Portfolio Lease by the Manager on behalf of the Company for such calendar month multiplied by either (x) such other percentage as may be agreed among the Successor Manager, the Borrower and the Required Lenders, if the Agent or one of its Affiliates is the Manager or (y) such other percentage as may be agreed among the Successor Manager, the Borrower and each of the Committed Lenders, if the Manager is not TILC, the Agent or one of their Affiliates.

Second Amended and Restated
Warehouse Loan Agreement

     “ Manufacturer ” means the relevant manufacturer of each Railcar.

     “ Margin Stock ” means “margin stock” as such term is defined in Regulation U.

     “ Market Disruption Event ” has the meaning set forth in Section 3.05 .

     “ Marks ” means identification marks of Railcars.

     “ Marks Company ” means Trinity Marks Company, a Delaware statutory trust, and its successors.

     “ Marks Company Delaware Trustee ” means Wilmington Trust Company, in its capacity as Delaware trustee for the Marks Company, and its successor or successors in such capacity.

     “ Marks Company Interests ” means all beneficial interests, including, without limitation all special units of beneficial interests, now or hereafter issued to or for the benefit of the Borrower representing the right of the Borrower to receive payments of all Railroad Mileage Credits received by the Marks Company in respect of Portfolio Railcars.

     “ Marks Company Servicing Agreement ” means the Management and Servicing Agreement dated as of May 17, 2001 between TILC and the Marks Company, as amended by the First Amendment to the Management and Servicing Agreement, dated as of December 28, 2001, between TILC and the Marks Company.

     “ Marks Company Trust Agreement ” means the Second Amended and Restated Marks Company Trust Agreement dated as of May 17, 2001 between TILC, as Settlor, UTI Trustee and Initial Beneficiary, and Wilmington Trust Company, as Delaware Trustee.

     “ Material Adverse Effect ” means, with respect to any Trinity Party, any event or circumstance which will have a material adverse effect, individually or in the aggregate with other events or circumstances, on (i) the operations, business, properties or condition (financial or otherwise) of any Trinity Party (after taking into account any applicable insurance and any applicable indemnification (to the extent the provider of such insurance or indemnification has the financial ability to support its obligations with respect thereto and is not disputing or refusing to acknowledge the same)), considered either individually or as a whole, (ii) the ability of any Trinity Party to consummate the transactions contemplated hereby to occur on the Closing Date or the Amendment Closing Date, (iii)  the ability of any Trinity Party to perform any of its obligations under any Transaction Document, (iv) the validity or enforceability of the rights and benefits of the Lenders under any Transaction Document, (v) the collectability of all or a material portion of the receivables originated by, or transferred to, such Person or the collections or related rights related thereto or any other Collateral, or (vi) the ability of the Manager, or any replacement or successor to it, to service or administer the Railcars, receivables, collections or related security.

     “ Maximum Advance Rate ” means a rate of 75.00%.

     “ Measuring Period ”, as determined with respect to any Settlement Date, means the period from the second preceding Calculation Date to the then most recent Calculation Date.

Second Amended and Restated
Warehouse Loan Agreement

     “ Modifications and Improvements Account ” means the Modifications and Improvements Account established by the Depositary pursuant to the Depository Agreement.

     “ Monthly Depreciation ” means with respect to any Measuring Period, the aggregate depreciation expense of the Borrower for such Measuring Period in respect of the Portfolio Railcars, calculated for each such Portfolio Railcar based upon the Original Purchase Price therefor paid by the Borrower (in the case of Portfolio Railcars purchased by the Borrower from a seller other than TILC) or TILC (in the case of Portfolio Railcars transferred to the Borrower under the Asset Contribution and Purchase Agreement), using the straight-line method of depreciation and assuming a 10% residual value and a useful life of 35 years from the date of manufacture according to the following: