10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2009
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	75-0225040
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2525 Stemmons Freeway, Dallas, Texas (Address of principal executive offices)	75207-2401 (Zip Code)

Registrant’s telephone number, including area code: (214) 631-4420

Securities Registered Pursuant to Section 12(b) of the Act

	Name of each exchange
Title of each class	on which registered
Common Stock ($1.00 par value)	New York Stock Exchange, Inc.

Securities registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ  No o

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company.  Yes o     No þ

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter (June 30, 2009) was $1,048.2 million.

At January 31, 2010 the number of shares of common stock outstanding was 79,198,883.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the Registrant’s definitive 2010 Proxy Statement.

TRINITY INDUSTRIES, INC.

FORM 10-K

TABLE OF CONTENTS

		Caption	Page
		PART I
	Item 1.	Business		1
	Item 1A.	Risk Factors		7
	Item 1B.	Unresolved Staff Comments		13
	Item 2.	Properties		14
	Item 3.	Legal Proceedings		14
	Item 4.	Submission of Matters to a Vote of Security Holders		14
		PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
	Item 6.	Selected Financial Data		18
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		37
	Item 8.	Financial Statements and Supplementary Data		38
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		86
	Item 9A.	Controls and Procedures		86
	Item 9B.	Other Information		86
		PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		87
	Item 11.	Executive Compensation		87
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		87
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		88
	Item 14.	Principal Accountant Fees and Services		88
		PART IV
	Item 15.	Exhibits and Financial Statement Schedules		89
EX-10.9.1
EX-10.9.2
EX-10.10.7
EX-10.11
EX-10.20
EX-10.20.1
EX-12
EX-21
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I

Item 1.  Business.

General Development of Business.  Trinity Industries, Inc., (“Trinity”, “Company”, “we”, or “our”) headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity was incorporated in 1933.

Trinity became a Delaware Corporation in 1987. Our principal executive offices are located at 2525 Stemmons Freeway, Dallas, Texas 75207-2401, our telephone number is 214-631-4420, and our Internet website address is www.trin.net.

Financial Information About Industry Segments. Financial information about our industry segments for the years ended December 31, 2009, 2008, and 2007 is presented in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Narrative Description of Business. We manufacture and sell railcars and railcar parts in addition to leasing railcars to our customers through a captive leasing business, Trinity Industries Leasing Company (“TILC”). We also manufacture and sell inland barges, structural wind towers, concrete and aggregates, asphalt, highway products, structural steel components used in infrastructure projects, tank containers, and a variety of steel parts.

We serve our customers through the following five business groups:

Rail Group. Through wholly owned subsidiaries, our Rail Group is the leading freight railcar manufacturer in North America (“Trinity Rail Group” or “Rail Group”). We provide a full complement of railcars used for transporting a wide variety of liquids, gases, and dry cargo.

Trinity Rail Group offers a complete array of railcar solutions to our customers. We manufacture a full line of railcars, including:

•   Auto Carrier Cars — Auto carrier cars transport automobiles and a variety of other vehicles.

•   Box Cars — Box cars transport products such as food products, auto parts, wood products, and paper.

•   Gondola Cars — Rotary gondola cars are primarily used for coal service. Top-loading gondola cars transport a variety of other heavy bulk commodities such as scrap metals and steel products.

•   Hopper Cars — Covered hopper cars carry cargo such as grain, distillers dried grain, dry fertilizer, plastic pellets, and cement. Open-top hoppers are most often used to haul coal and aggregates.

•   Intermodal Cars — Intermodal cars transport intermodal containers and trailers, which are generally interchangeable among railcar, truck, and ship.

•   Specialty Cars — Specialty cars are designed to address the special needs of a particular industry or customer, such as waste-hauling gondolas, side dump cars, and pressure differential cars used to haul fine grain food products such as starch and flour.

•   Tank Cars — Tank cars transport products such as liquefied petroleum products, alcohol and renewable fuels, liquid fertilizer, and food and grain products such as vegetable oil and corn syrup.

We produce the widest range of railcars in the industry allowing us to capitalize on changing industry trends and developing market opportunities. We also provide a variety of railcar components for the North American market from our plants in the United States and Mexico. We manufacture and sell railcar parts used in manufacturing and repairing railcars, such as auto carrier doors and accessories, discharge gates, yokes, couplers, axles, and hitches. We also have two repair and coating facilities located in Texas.

Our customers include railroads, leasing companies, and shippers of products, such as utilities, petrochemical companies, grain shippers, and major construction and industrial companies. We compete against five major railcar manufacturers in the North American market.

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For the year ended December 31, 2009, we shipped approximately 9,100 railcars, or approximately 42% of total North American railcar shipments. As of December 31, 2009, our Rail Group backlog was approximately $195.4 million consisting of approximately 2,320 railcars. The railcar backlog dollar value as of December 31, 2009 was as follows:

	As of December 31, 2009
	(in millions)
External Customers	$	75.6
Leasing Group		119.8
Total	$	195.4

The total amount of the backlog dedicated to the Leasing Group was supported by lease agreements with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

We hold patents of varying duration for use in our manufacture of railcars and components. We believe patents offer a marketing advantage in certain circumstances. No material revenues are received from licensing of these patents.

Railcar Leasing and Management Services Group. Through wholly owned subsidiaries, primarily TILC, we provide operating leases for tank cars and freight cars. Our Railcar Leasing and Management Services Group (“Leasing Group”) is a provider of leasing and management services and an important strategic resource that uniquely links our Rail Group with our customers. Trinity’s Rail Group and TILC coordinate sales and marketing activities under the registered trade name TrinityRail^®, thereby providing a single point of contact for railroads and shippers seeking solutions to their rail equipment and service needs.

Our railcars are leased to shippers and railroads. These companies span the petroleum, chemical, agricultural, and energy industries, among others. Substantially all of our railcars are manufactured by our Rail Group. The terms of our railcar leases generally vary from one to twenty years and provide for fixed monthly rentals. A small percentage of our fleet is leased on a per diem basis. As of December 31, 2009, our lease fleet included approximately 50,090 owned or leased railcars that were 97.8% utilized. Of this total, approximately 38,810 railcars were owned by TILC and approximately 11,280 railcars were financed in sale leaseback transactions.

In addition, we manage railcar fleets on behalf of third parties. We believe our railcar fleet management services complement our leasing business by generating stable fee income, strengthening customer relationships, and enhancing the view of Trinity as a leading provider of railcar products and services.

Our railcar leasing business competes against a number of well-established entities that are also in the business of leasing railcars.

Construction Products Group. Through wholly owned subsidiaries, our Construction Products Group produces concrete, aggregates, and asphalt and manufactures highway products as well as other steel products for infrastructure related projects. Many of these lines of business are seasonal and revenues are impacted by weather conditions.

We are a leader in the supply of ready mix concrete in certain areas of Texas. We also have plant locations in Arkansas and Louisiana. Our customers for concrete include contractors and subcontractors in the construction and foundation industry who are located near our plant locations. We also distribute construction aggregates, such as crushed stone, sand and gravel, asphalt rock, and recycled concrete in several regions of Texas as well as smaller operations in Arkansas and Louisiana. Our aggregates customers are primarily other concrete producers, paving contractors, and other consumers of aggregates. We compete with ready mix concrete producers and aggregate producers located in the regions where we operate. We produce and sell asphalt material to state agencies and contractors for road surface and repair.

In highway products, we are the only full line producer of guardrails, crash cushions, and other protective barriers that dissipate the force of impact in collisions between vehicles and fixed roadside objects. Based on revenues, we believe we are the largest highway guardrail manufacturer in the United States, with a comprehensive nationwide guardrail supply network. The Federal Highway Administration, which determines which products are

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eligible for federal funds for highway projects, has approved most of our products as acceptable permanent and construction zone highway hardware according to requirements of the National Cooperative Highway Research Program.

Our crash cushions and other protective barriers include multiple proprietary products manufactured through various product license agreements with certain public and private research organizations and inventors. We hold patents and are a licensee for certain of our guardrail and end-treatment products that enhance our competitive position for these products.

We sell highway products in Canada, Mexico, and all 50 of the United States. We compete against several national and regional guardrail manufacturers. We also export our proprietary highway products to certain other countries.

Inland Barge Group. Through wholly owned subsidiaries, our Inland Barge Group is the leading manufacturer of inland barges in the United States and the largest manufacturer of fiberglass barge covers. We manufacture a variety of dry cargo barges, such as deck barges, and open or covered hopper barges that transport various commodities, such as grain, coal, and aggregates. We also manufacture tank barges used to transport liquid products. Our fiberglass reinforced lift covers are used primarily for grain barges while our rolling covers are used for other bulk commodities. Our four barge manufacturing facilities are located along the United States inland river systems allowing for rapid delivery to our customers. Our barge order backlog as of December 31, 2009 was approximately $318.8 million.

Our primary Inland Barge customers are commercial marine transportation companies. Many companies have the capability to enter into, and from time to time do enter into, the inland barge manufacturing business. We strive to compete through operational efficiency and quality products.

Energy Equipment Group. Through wholly owned subsidiaries, our Energy Equipment Group manufactures structural wind towers, tank containers and tank heads for pressure vessels, tank heads for non-pressure vessels, and propane tanks.

We are a leading manufacturer of structural wind towers in North America for use in the wind energy market. These towers are manufactured in the United States and Mexico to customer specifications and installed by our customers. Our customers are generally turbine producers. Our structural wind towers order backlog as of December 31, 2009 was approximately $1.1 billion.

We are a leading manufacturer of tank containers and tank heads for pressure and non-pressure vessels. We manufacture tanks in the United States and Mexico. We market a portion of our products in Mexico under the brand name of TATSA^®.

We manufacture tank heads, which are pressed metal components used in the manufacturing of many of our finished products. We manufacture the tank heads in various shapes, and we produce pressure rated or non-pressure rated tank heads, depending on their intended use. We use a significant portion of the tank heads we manufacture in the production of our tank cars and containers. We also sell our tank heads to a broad range of other manufacturers. There is strong competition in the tank heads business.

We manufacture propane tanks that are used by industrial plants, utilities, residences, and small businesses in suburban and rural areas. We also manufacture fertilizer containers for bulk storage, farm storage, and the application and distribution of anhydrous ammonia. Our propane tank products range from 9-gallon tanks for motor fuel use to 1,800,000-gallon bulk storage spheres. We sell our propane tanks to propane dealers and large industrial users. In the United States we generally deliver the containers to our customers who install and fill the containers. Our competitors include large and small manufacturers of tanks.

There are a number of well-established entities that actively compete with us in the business of manufacturing energy equipment including several domestic and foreign manufacturers of structural wind towers for the North American market.

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All Other. All Other includes our captive insurance and transportation companies; legal, environmental, and upkeep costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges.

Foreign Operations. Trinity’s foreign operations are primarily located in Mexico. Continuing operations included sales to foreign customers, primarily in Mexico, which represented 3.4%, 3.1%, and 1.9% of our consolidated revenues for the years ended December 31, 2009, 2008, and 2007, respectively. As of December 31, 2009, 2008, and 2007, we had approximately 5.1%, 5.0%, and 6.0%, respectively, of our long-lived assets not held for sale located outside the United States.

We manufacture railcars, propane tank containers, tank heads, structural wind towers, and other parts at our Mexico facilities for local consumption as well as for export to the United States and other countries. Any material change in the quotas, regulations, or duties on imports imposed by the United States government and its agencies or on exports imposed by the government of Mexico or its agencies could adversely affect our operations in Mexico. Our foreign activities are also subject to various other risks of doing business in foreign countries, including currency fluctuations, political changes, changes in laws and regulations, and economic instability. Although our operations have not been materially affected by any of these factors to date, any substantial disruption of business as it is currently conducted could adversely affect our operations at least in the short term.

Backlog. As of December 31, 2009, our backlog for new railcars was approximately $195.4 million, approximately $318.8 million for Inland Barge products, and approximately $1.1 billion for structural wind towers. The railcar backlog as of December 31, 2009 and 2008 was as follows:

	As of December 31,
	2009		2008
	(in millions)
External Customers	$	75.6	$	285.3
TRIP Leasing		—		124.3
Leasing Group		119.8		312.8
Total	$	195.4	$	722.4

The total amount of the backlog dedicated to the Leasing Group was supported by lease agreements with external customers.

Approximately half of our railcar backlog is expected to be delivered in the 12 months ending December 31, 2010 with the remainder in 2011. The majority of our backlog for barges is expected to be delivered in the 12 months ending December 31, 2010. For multi-year barge orders, the deliveries for 2010 are included in the backlog at this time; deliveries beyond 2010 are not included in the backlog if specific production quantities for future years have not been determined. The backlog for structural wind towers is expected to be evenly delivered over the years ending December 31, 2010, 2011, and 2012.

As of December 31, 2008, our backlog for new railcars was approximately $722.4 million, approximately $527.8 million for Inland Barge products, and approximately $1.4 billion for structural wind towers.

Marketing. We sell substantially all of our products and services through our own sales personnel operating from offices in multiple locations in the United States as well as Canada, Mexico, and Sweden. We also use independent sales representatives to a limited extent.

Raw Materials and Suppliers.

Railcar Specialty Components and Steel. Products manufactured at our railcar manufacturing facilities require a significant supply of raw materials such as steel, as well as numerous specialty components such as brakes, wheels, axles, side frames, bolsters, and bearings. Specialty components and steel purchased from third parties comprise approximately 50% of the production cost of each railcar. Although the number of alternative suppliers of specialty components has declined in recent years, at least two suppliers continue to produce most components. However, any unanticipated interruption in the supply chain of specialty components would have an impact on both our margins and production schedules.

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The principal material used in our Rail, Inland Barge, and Energy Equipment Groups is steel. During 2009, the supply of steel was sufficient to support our manufacturing requirements. Market steel prices were extremely volatile and rose significantly during most of 2008 before eventually declining and leveling off at the end of 2008. Generally we are able to mitigate this volatility through contract purchases and existing supplier commitments. Steel prices may continue to be volatile in part as a result of scrap surcharges assessed by steel production facilities and other market factors. We often use price escalation clauses and other arrangements with our customers to reduce the impact of this volatility, thus minimizing the effect on our operating margins for the year.

In general, we believe there is enough capacity in the supply industry to meet current production levels. We believe the existing contracts and other relationships we have in place will meet our current production forecasts. However, any unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules.

Aggregates. Aggregates can be found throughout the United States, and many producers exist nationwide. However, as a general rule, shipments from an individual quarry are limited in geographic scope because the cost of transporting processed aggregates to customers is high in relation to the value of the product itself. We operate 14 mining facilities strategically located in Texas, Arkansas, and Louisiana to fulfill some of our needs for aggregates.

Cement. Cement required for the concrete and aggregates business is received primarily from Texas and overseas. In 2009, the supply of cement was sufficient in our markets to meet demand. We have not experienced difficulties supplying concrete to our customers.

Employees. The following table presents the approximate breakdown of employees by business group:

	December 31,
Business Group	2009
Rail Group		1,530
Construction Products Group		1,530
Inland Barge Group		1,400
Energy Equipment Group		2,160
Railcar Leasing and Management Services Group		80
All Other		280
Corporate		220
		7,200

As of December 31, 2009, approximately 5,640 employees were employed in the United States and approximately 1,560 employees were employed in Mexico.

Acquisitions and Divestitures. See Note 2 of the Notes to Consolidated Financial Statements.

Environmental Matters. We are subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to the release or discharge of materials into the environment; the management, use, processing, handling, storage, transport, and disposal of hazardous and non-hazardous waste and materials; and other activities relating to the protection of human health and the environment. Such laws and regulations not only expose us to liability for our own acts, but also may expose us to liability for the acts of others or for our actions which were in compliance with all applicable laws at the time these actions were taken. In addition, such laws may require significant expenditures to achieve compliance, and are frequently modified or revised to impose new obligations. Civil and criminal fines and penalties may be imposed for non-compliance with these environmental laws and regulations. Our operations that involve hazardous materials also raise potential risks of liability under common law.

Environmental operating permits are, or may be, required for our operations under these laws and regulations. These operating permits are subject to modification, renewal, and revocation. We regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our businesses, as it is with other companies engaged in similar businesses. We believe that our operations and facilities, whether owned, managed, or leased, are in substantial compliance with applicable environmental laws and regulations and that any non-compliance is not likely to have a material adverse effect on our operations or financial condition.

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However, future events, such as changes in, or modified interpretations of, existing environmental laws and regulations or enforcement policies, or further investigation or evaluation of the potential health hazards associated with our products, business activities, or properties, may give rise to additional compliance and other costs that could have a material adverse effect on our financial condition and operations.

In addition to environmental laws, the transportation of commodities by railcar or barge raises potential risks in the event of a derailment, spill, or other accident. Generally, liability under existing law in the United States for a derailment, spill, or other accident depends on the negligence of the party, such as the railroad, the shipper, or the manufacturer of the barge, railcar, or its components. However, under certain circumstances strict liability concepts may apply.

Governmental Regulation.

Railcar Industry. The primary regulatory and industry authorities involved in the regulation of the railcar industry are the Environmental Protection Agency; the Research and Special Programs Administration and the Federal Railroad Administration, both divisions of the United States Department of Transportation; and the Association of American Railroads.

These organizations establish rules and regulations for the railcar industry, including construction specifications and standards for the design and manufacture of railcars and railcar parts; mechanical, maintenance, and related standards for railcars; safety of railroad equipment, tracks, and operations; and packaging and transportation of hazardous materials.

We believe that our operations are in substantial compliance with these regulations. We cannot predict whether any future changes in these rules and regulations could cause added compliance costs that could have a material adverse effect on our financial condition or operations.

Inland Barge Industry. The primary regulatory and industry authorities involved in the regulation of the inland barge industry are the United States Coast Guard; the United States National Transportation Safety Board; the United States Customs Service; the Maritime Administration of the United States Department of Transportation; and private industry organizations such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents, and recommend safety standards. Violations of these laws and related regulations can result in substantial civil and criminal penalties as well as injunctions curtailing operations.

We believe that our operations are in substantial compliance with applicable laws and regulations. We cannot predict whether future changes that affect compliance costs would have a material adverse effect on our financial condition and operations.

Highway Products. The primary regulatory and industry authorities involved in the regulation of highway products business are the United States Department of Transportation, the Federal Highway Administration, and various state highway departments.

These organizations establish certain standards and specifications related to the manufacture of our highway products. If our products were found not to be in compliance with these standards and specifications, we would be required to re-qualify our products for installation on state and national highways.

We believe that our highway products are in substantial compliance with all applicable standards and specifications. We cannot predict whether future changes in these standards and specifications would have a material adverse effect on our financial condition and operations.

Occupational Safety and Health Administration and Similar Regulations. Our operations are subject to regulation of health and safety matters by the United States Occupational Safety and Health Administration. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims may be asserted against us for work-related illnesses or injury, and our operations may be adversely affected by the further adoption of occupational health and safety regulations in the United States or in foreign jurisdictions in which we operate. While we do not anticipate having to make material expenditures in order to remain in substantial compliance with health and safety laws and regulations, we are unable to predict the ultimate cost of compliance. Accordingly, there

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can be no assurance that we will not become involved in future litigation or other proceedings or if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

Other Matters. To date, we have not suffered any material shortages with respect to obtaining sufficient energy supplies to operate our various plant facilities or transportation vehicles. Future limitations on the availability or consumption of petroleum products, particularly natural gas for plant operations and diesel fuel for vehicles, could have a material adverse effect upon our ability to conduct our business. The likelihood of such an occurrence or its duration, and its ultimate effect on our operations, cannot be reasonably predicted at this time.

Executive Officers of the Company.

The following table sets forth the names and ages of all of our executive officers, their positions and offices presently held by them, the year each person first became an executive officer, and the term of each person’s office:

				Officer		Term
Name(1)	Age		Office	Since		Expires
Timothy R. Wallace		56	Chairman, President, and Chief Executive Officer		1985	May 2010
William A. McWhirter II		45	Senior Vice President and Chief Financial Officer		2005	May 2010
D. Stephen Menzies		54	Senior Vice President and Group President		2001	May 2010
Mark W. Stiles		61	Senior Vice President and Group President		1993	May 2010
Madhuri A. Andrews		43	Vice President, Information Technology		2008	May 2010
Donald G. Collum		61	Vice President, Chief Audit Executive		2005	May 2010
Andrea F. Cowan		47	Vice President, Human Resources and Shared Services		2001	May 2010
Virginia C. Gray, Ph.D.		50	Vice President, Organizational Development		2007	May 2010
John M. Lee		49	Vice President, Business Development		1994	May 2010
James E. Perry		38	Vice President, Finance and Treasurer		2005	May 2010
S. Theis Rice		59	Vice President, Chief Legal Officer		2002	May 2010
Mary E. Henderson		51	Corporate Controller		2009	May 2010

(1)     Ms. Andrews joined us in 2008 as Vice President, Information Technology and brings over 10 years of experience driving technological improvements at global companies in a variety of industries. Since January 2002, she led the information technology organization for Maxim Integrated Products, Inc., a major semiconductor design and manufacturing company. Prior to that, she led the information technology organization for the Americas division of STMicroelectronics NV, a global semiconductor company for five years. Dr. Gray joined us in 2007 and was appointed Vice President, Organizational Development. Prior to that, she was President of Vehicles of Change, a consulting firm focused on improving organizational effectiveness. Dr. Gray has more than 13 years of experience in the field of Industrial/Organizational Psychology. All of the other above-mentioned executive officers have been in full time employment of Trinity or its subsidiaries for more than five years. Although the titles of certain such officers have changed during the past five years, all have performed essentially the same duties during such period of time with the exception of Mr. McWhirter, Mr. Menzies, Mr. Perry, and Ms. Henderson. Mr. McWhirter joined the Company in 1985 and held various accounting positions until 1992, when he became a business group officer. In 1999, he was elected to a corporate position as Vice President for Mergers and Acquisitions. In 2001, he was named Executive Vice President of a business group. In March 2005, he became Vice President and Chief Financial Officer and in 2006, Senior Vice President and Chief Financial Officer. Mr. Menzies joined us in 2001 as President of Trinity Industries Leasing Company. In 2006, he became Senior Vice President and Group President for TrinityRail^®. Mr. Perry joined Trinity in 2004 and was appointed its Treasurer in April 2005. Mr. Perry was named a Vice President of Trinity in 2006 and appointed its Vice President, Finance in 2007. Ms. Henderson joined us in 2003 as Director of Financial Reporting. She was named Assistant Corporate Controller in 2005 and Corporate Controller in 2009.

Item 1A.  Risk Factors.

There are risks and uncertainties that could cause our actual results to be materially different from those indicated by forward-looking statements that we make from time to time in filings with the Securities and Exchange Commission (“SEC”), news releases, reports, proxy statements, registration statements, and other written communications, as well as oral forward-looking statements made from time to time by representatives of our Company.

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These risks and uncertainties include, but are not limited to, the risks described below. Additional risks and uncertainties not presently known to us or that we currently deem immaterial but that which may become material in the future also may impair our business operations. The cautionary statements below discuss important factors that could cause our business, financial condition, operating results, and cash flows to be materially adversely affected. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements contained herein. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Negative global economic conditions could continue to result in a decrease in our revenues and an increase in our operating costs, which could adversely affect our business and operating results. If the current global economic downturn continues, many of our customers may continue to delay or reduce their purchases of railcars, barges, and wind towers. If the negative conditions in the global credit markets continue to prevent our customers’ access to credit, product orders may continue to decrease which could result in lower revenues. Likewise, if our suppliers continue to face challenges in obtaining credit, in selling their products, or otherwise in operating their businesses, they may become unable to continue to offer the materials we use to manufacture our products. These actions could continue to result in reductions in our revenues, increased price competition, and increased operating costs, which could adversely affect our business results of operations and financial condition.

Negative global economic conditions may lead to cancellations or delays in our backlog. The continued lack of stability in the global economy, current conditions in the global credit markets, volatility in the ethanol industry, and/or adverse changes in the financial condition of certain third party lessees could possibly lead to cancellations or delays of backlog orders.

The cyclical nature of our business results in lower revenues during economic downturns. We operate in cyclical industries. Downturns in overall economic conditions usually have a significant adverse effect on cyclical industries due to decreased demand for new and replacement products. Decreased demand could result in lower sales volumes, lower prices, and/or a loss of profits. The railcar, barge, and wind energy industries have previously experienced deep down cycles and at such times operated with a minimal backlog.

The economic and financial crisis experienced by the United States economy during 2009 and 2008 has impacted our businesses. New orders for railcars and barges continued to drop significantly in 2009 as the transportation industry saw a significant decline in the shipment of freight. The 2010 outlook for the transportation industry is for continued weakness. Orders for structural wind towers have been slow since mid-2008 when green energy companies experienced tightened credit markets coupled with lower prices for electricity and natural gas sales. The slowdown in the residential and commercial construction markets impacted our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand. As a result of our assessment, we have adapted to the rapid decline in market conditions by reducing our production footprint and staffing levels.

Litigation claims could increase our costs and weaken our financial condition. We are currently, and may from time to time be, involved in various legal proceedings arising out of our operations. Adverse outcomes in some or all of these claims could result in significant monetary damages against us that could increase our costs and weaken our financial condition. While we maintain reserves for reasonably estimable liability and liability insurance at coverage levels based upon commercial norms in our industries, our reserves may be inadequate to cover the uninsured portion of claims or lawsuits or any future claims or lawsuits arising from our businesses for which we are judged liable. Any such claims or lawsuits could have a material adverse effect on our business, operations or overall financial condition.

Increases in the price and demand for steel and other component parts could lower our margins and profitability. The principal material used in our Rail, Inland Barge, and Energy Equipment Groups is steel. During 2009, the supply of steel was sufficient to support our manufacturing requirements. Market steel prices were extremely volatile and rose significantly during most of 2008 before eventually declining and leveling off at the end of 2008. We were able to mitigate the majority of this volatility through contract purchases and existing supplier commitments. Steel prices may continue to be volatile in part as a result of scrap surcharges assessed by steel production facilities and other market factors. We often use price escalation clauses and other arrangements with our customers to reduce the impact of this volatility, thus minimizing the effect on our operating margins for the year.

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In general, we believe there is enough capacity in the supply industry to meet current production levels. We believe the existing contracts and other relationships we have developed will meet our current production forecasts. However, any unanticipated interruption in our supply chain could have an adverse impact on both our margins and production schedules.

We have potential exposure to environmental liabilities, which may increase costs and lower profitability. Our operations are subject to extensive federal, state, local, and foreign environmental laws and regulations, including those dealing with air quality and the handling and disposal of waste products, fuel products, and hazardous substances. In particular, we may incur investigation, remediation, and related expenses related to property conditions that we inherited after acquiring older manufacturing facilities that were constructed and operated before the adoption of current environmental laws. Further, some of the products we manufacture are used to transport hazardous materials.

Although we conduct due diligence inquiries and analysis with respect to environmental matters in connection with acquisitions, we may be unable to identify or be indemnified for all potential environmental liabilities relating to any acquired business. Environmental liabilities incurred by us, if not covered by adequate insurance or indemnification, will increase our respective costs and have a negative impact on our profitability.

We operate in highly competitive industries. We may not be able to sustain our market leadership positions which may impact our financial results. We face aggressive competition in all geographic markets and each industry sector in which we operate. As a result, competition on pricing, product performance and service is often intense. The effect of this competition could reduce our revenues and operating profits, limit our ability to grow, increase pricing pressure on our products, and otherwise affect our financial results.

If we are unable to obtain refinancing for existing debt as it matures or if our railcar leasing subsidiary is unable to obtain acceptable long-term financing of its railcar lease fleet, our lenders may foreclose on the portion of our lease fleet that secures our warehouse facility. In general, the ability to refinance maturing debt is significant to our leasing group’s operations. TILC, our wholly owned captive leasing subsidiary, uses borrowings under a warehouse facility to initially finance the railcars it purchases from our rail manufacturing business. Borrowings under the warehouse facility are secured by the specific railcars financed by such borrowings and the underlying leases. The warehouse facility is non-recourse to us and to our subsidiaries other than Trinity Rail Leasing Warehouse Trust (“TRLWT”), a qualified subsidiary of TILC that is the borrower under the warehouse facility. Borrowings under the warehouse facility are available through February 2011, and unless renewed would be payable in three equal installments in August 2011, February 2012, and August 2012. A decline in the value of the railcars securing borrowings under the warehouse facility or in the creditworthiness of the lessees under the associated leases could reduce TRLWT’s ability to obtain long-term financing for such railcars. Additionally, fluctuations in interest rates from the time TRLWT purchases railcars with short-term borrowings under the warehouse facility and the time TRLWT obtains permanent financing for such railcars could decrease our profitability on the leasing of the railcars and could have an adverse impact on our financial results. If TRLWT is unable to obtain long-term financing to replace borrowings under the warehouse facility, Trinity may decide to satisfy TRLWT’s indebtedness under the warehouse facility or the lenders under the warehouse facility may foreclose on the portion of TRLWT’s lease fleet pledged to secure this facility. As of December 31, 2009, there was $141.4 million of indebtedness outstanding and $333.6 million was available under the warehouse facility.

We may be unable to re-market leased railcars on favorable terms, which could result in lower lease utilization rates and reduced revenues. The profitability of our railcar leasing business is dependent in part on our ability to re-lease or sell railcars we own upon the expiration of existing lease terms, the default of leases or bankruptcy of third party lessees. Our ability to re-lease or sell leased railcars profitably is dependent upon several factors, including, among others:

•   the cost of and demand for newer or specific use models;

•   the availability in the market generally of other used or new railcars;

•   the degree of obsolescence of leased railcars;

•   the prevailing market and economic conditions, including interest and inflation rates;

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•   the need for refurbishment;

•   the cost of materials and labor; and

•   the volume of railcar traffic.

A downturn in the industries in which our lessees operate and decreased demand for railcars could also increase our exposure to re-market risk because lessees may demand shorter lease terms, requiring us to re-market leased railcars more frequently. Furthermore, the resale market for previously leased railcars has a limited number of potential buyers. Our inability to re-lease or sell leased railcars on favorable terms could result in lower lease utilization rates and reduced revenues.

Fluctuations in the supply of component parts used in the production of our railcar-related and structural wind towers products could have a material adverse effect on our ability to cost-effectively manufacture and sell our products. A significant portion of our business depends on the adequate supply of numerous specialty components at competitive prices for the railcar business such as brakes, wheels, side frames, bolsters, and bearings as well as flanges for the wind towers business. We depend on third-party suppliers for a significant portion of our component part needs. Specialty components comprise a significant portion of the production cost of each railcar we manufacture. Due to consolidations and challenging industry conditions, the number of alternative suppliers of specialty components has declined in recent years, though generally a minimum of two suppliers continue to produce each type of component we use in our products. While we endeavor to be diligent in contractual relationships with our suppliers, a significant decrease in the availability of specialty components could materially increase our cost of goods sold or prevent us from manufacturing our products on a timely basis.

Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs. We use natural gas at our manufacturing facilities and use diesel fuel in vehicles to transport our products to customers and to operate our plant equipment. Over the past three years, prices for natural gas have fluctuated significantly. An outbreak or escalation of hostilities between the United States and any foreign power and, in particular, a prolonged armed conflict in the Middle East, could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in the cost of natural gas or energy in general. Hurricanes or other natural disasters could result in a real or perceived shortage of petroleum and/or natural gas, which could result in an increase in natural gas prices or general energy costs. Speculative trading in energy futures in the world markets could also result in an increase in natural gas and general energy cost. Future limitations on the availability or consumption of petroleum products and/or an increase in energy costs, particularly natural gas for plant operations and diesel fuel for vehicles and plant equipment, could have an adverse effect upon our ability to conduct our business cost effectively.

Our manufacturer’s warranties expose us to potentially significant claims. Depending on the product, we warrant against manufacturing defects due to our workmanship and certain materials pursuant to express limited contractual warranties. Accordingly, we may be subject to significant warranty claims in the future such as multiple claims based on one defect repeated throughout our mass production process or claims for which the cost of repairing or replacing the defective part is highly disproportionate to the original cost of the part. These types of warranty claims could result in costly product recalls, significant repair costs, and damage to our reputation.

Increasing insurance claims and expenses could lower profitability and increase business risk. The nature of our business subjects us to product liability, property damage, and personal injury claims, especially in connection with the repair and manufacture of products that transport hazardous, toxic or volatile materials. We maintain reserves for reasonably estimable liability claims and liability insurance coverage at levels based upon commercial norms in the industries in which we operate and our historical claims experience. Over the last several years, insurance carriers have raised premiums for many companies operating in our industries. Increased premiums may further increase our insurance expense as coverage expires or otherwise cause us to raise our self-insured retention. If the number or severity of claims within our self-insured retention increases, we could suffer costs in excess of our reserves. An unusually large liability claim or a string of claims based on a failure repeated throughout our mass production process may exceed our insurance coverage or result in direct damages if we were unable or elected not to insure against certain hazards because of high premiums or other reasons. In addition, the availability of, and our ability to collect on, insurance coverage is often subject to factors beyond our control. Moreover, any accident or incident involving us, even if we are fully insured or not held to be liable, could negatively affect our reputation

10

among customers and the public, thereby making it more difficult for us to compete effectively, and could significantly affect the cost and availability of insurance in the future.

Risks related to our operations outside of the United States could decrease our profitability. Our operations outside of the United States are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade, or economic changes or instability could limit or curtail our respective foreign business activities and operations. Some foreign countries where we operate have regulatory authorities that regulate railroad safety, railcar design and railcar component part design, performance, and manufacture of equipment used on their railroad systems. If we fail to obtain and maintain certifications of our railcars and railcar parts within the various foreign countries where we operate, we may be unable to market and sell our railcars in those countries. In addition, unexpected changes in regulatory requirements, tariffs and other trade barriers, more stringent rules relating to labor or the environment, adverse tax consequences, and price exchange controls could limit operations and make the manufacture and distribution of our products difficult. Furthermore, any material change in the quotas, regulations, or duties on imports imposed by the United States government and agencies, or on exports by the government of Mexico or its agencies, could affect our ability to export products that we manufacture in Mexico.

Because we do not have employment contracts with our key management employees, we may not be able to retain their services in the future. Our success depends on the continued services of our key management employees, none of whom currently have employment agreements with us. Although we have historically been successful in retaining the services of our key management, we may not be able to do so in the future. The loss of the services of one or more key members of our management team could result in increased costs associated with attracting and retaining a replacement and could disrupt our operations and result in a loss of revenues.

Repercussions from terrorist activities or armed conflict could harm our business. Terrorist activities, anti-terrorist efforts, and other armed conflict involving the United States or its interests abroad may adversely affect the United States and global economies and could prevent us from meeting our financial and other obligations. In particular, the negative impacts of these events may affect the industries in which we operate. This could result in delays in or cancellations of the purchase of our products or shortages in raw materials or component parts. Any of these occurrences could have a material adverse impact on our operating results, revenues, and costs.

Violations of or changes in the regulatory requirements applicable to the industries in which we operate may increase our operating costs. We are subject to extensive regulation by governmental regulatory and industry authorities. Our railcar operations are subject to regulation by the United States Environmental Protection Agency; the Research and Special Programs Administration and the Federal Railroad Administration, both divisions of the United States Department of Transportation; and the Association of American Railroads. These organizations establish rules and regulations for the railcar industry, including construction specifications and standards for the design and manufacture of railcars; mechanical, maintenance, and related standards for railcars; safety of railroad equipment, tracks, and operations; and packaging and transportation of hazardous or toxic materials. Future changes that affect compliance costs may have a material adverse effect on our financial condition and operations.

Our Inland Barge operations are subject to regulation by the United States Coast Guard; the National Transportation Safety Board; the United States Customs Service; the Maritime Administration of the United States Department of Transportation; and private industry organizations such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents and recommend improved safety standards. Violations of these regulations and related laws can result in substantial civil and criminal penalties as well as injunctions curtailing operations.

Our Construction Products Group business is subject to regulation by the United States Department of Transportation, the Federal Highway Administration, and various state highway departments. These organizations establish certain standards and specifications related to the manufacture of our highway products. If our products were found to be not in compliance with these standards and specifications, we would be required to re-qualify our products for installation on state and national highways.

Our operations are also subject to regulation of health and safety matters by the United States Occupational Safety and Health Administration. We believe that we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities. However, claims that may be asserted against us for work-related illnesses or injury, and the further adoption of occupational

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health and safety regulations in the United States or in foreign jurisdictions in which we operate could increase our operating costs. We are unable to predict the ultimate cost of compliance with these health and safety laws and regulations. Accordingly, there can be no assurance that we will not become involved in future litigation, investigations, or other proceedings or if we were found to be responsible or liable in any litigation, investigations, or proceedings, that such costs would not be material to us.

We may be required to reduce the value of our long-lived assets and/or goodwill, which would weaken our financial results. We periodically evaluate for potential impairment the carrying values of our long-lived assets to be held and used. The carrying value of a long-lived asset to be held and used is considered impaired when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the asset is less than the carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced commensurate with the estimated cost to dispose of the assets. In addition, goodwill is required to be tested for impairment annually, or on an interim basis, whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process requiring the comparison of a reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test determines the amount of goodwill impairment to be recorded when a reporting unit’s recorded net assets exceed its fair value. We perform this test for our five principal business segments, considered to be “reporting units”: (1) the Rail Group, (2) the Construction Products Group, (3) the Inland Barge Group, (4) the Energy Equipment Group, and (5) the Railcar Leasing and Management Services Group. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325 million during the second quarter of 2009. See Note 9 of the Notes to Consolidated Financial Statements for further explanation and results of this test. Any resulting impairment loss related to reductions in the value of our long-lived assets or our goodwill could weaken our financial condition and results of operations.

We may incur increased costs due to fluctuations in interest rates and foreign currency exchange rates. We are exposed to risks associated with fluctuations in interest rates and changes in foreign currency exchange rates. We seek to minimize these risks, when considered appropriate, through the use of interest rate hedges and similar financial instruments and other activities, although these measures may not be implemented or effective. Any material and untimely changes in interest rates or exchange rates could result in significant losses to us.

Railcars as a significant mode of transporting freight could decline, become more efficient over time, experience a shift in types of modal transportation and/or certain railcar types could become obsolete. As the freight transportation markets we serve continue to evolve and become more efficient, the use of railcars may decline in favor of other more economic transportation modalities. Features and functionality specific to certain railcar types could result in those railcars becoming obsolete as customer requirements for freight delivery change.

Business, regulatory, and legal developments regarding climate change may affect the demand for our products or the ability of our critical suppliers to meet our needs. The Company has followed the current debate over climate change in general, and the related science, policy discussion, and prospective legislation. Additionally, the potential challenges and opportunities for the Company that climate change policy and legislation may pose, have been reviewed. However, any such challenges or opportunities are heavily dependent on the nature and degree of climate change legislation and the extent to which it applies to our industries. At this time, the Company cannot predict the ultimate impact of climate change and climate change legislation on the Company’s operations or opportunities. Potential opportunities could include greater demand for wind towers and certain types of rail cars, while potential challenges could include decreased demand for certain types of rail cars and higher energy costs. Further, when or if these impacts may occur cannot be assessed until scientific analysis and legislative policy are more developed and specific legislative proposals begin to take shape.

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Additional Information. Our Internet website address is www.trin.net. Information on the website is available free of charge. We make available on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments thereto, as soon as reasonably practicable after such material is filed with, or furnished to, the SEC. The contents of our website are not intended to be incorporated by reference into this report or in any other report or document we file and any reference to our website is intended to be an inactive textual reference only.

Item 1B.  Unresolved Staff Comments.

None.

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Item 2.  Properties.

We principally operate in various locations throughout the United States and in Mexico. Our facilities are considered to be in good condition, well maintained, and adequate for our purposes. The productive capacity utilized represents the percentage for all of 2009.

	Approximate Square				Productive
	Feet				Capacity
	Owned		Leased		Utilized
Rail Group		5,450,173		152,016	27%
Construction Products Group		1,027,000		—	67%
Inland Barge Group		911,800		81,000	78%
Energy Equipment Group		1,264,761		247,580	72%
Executive Offices		173,000		2,300	N/A
		8,826,734		482,896

Item 3.  Legal Proceedings.

See Note 18 of the Notes to Consolidated Financial Statements.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is traded on the New York Stock Exchange under the ticker symbol “TRN”. The following table shows the closing price range of our common stock by quarter for the years ended December 31, 2009 and 2008.

	Prices
Year Ended December 31, 2009	High		Low
Quarter ended March 31, 2009	$	17.90	$	6.47
Quarter ended June 30, 2009		16.95		9.57
Quarter ended September 30, 2009		19.07		12.01
Quarter ended December 31, 2009		19.45		16.35

Year Ended December 31, 2008	High		Low
Quarter ended March 31, 2008	$	31.09	$	22.34
Quarter ended June 30, 2008		40.85		25.05
Quarter ended September 30, 2008		38.80		25.73
Quarter ended December 31, 2008		25.31		10.14

Our transfer agent and registrar as of December 31, 2009 was American Stock Transfer & Trust Company.

Holders

At December 31, 2009, we had approximately 1,957 record holders of common stock. The par value of the common stock is $1.00 per share.

Dividends

Trinity has paid 183 consecutive quarterly dividends. The quarterly dividend was increased to $0.08 per common share effective with the July 2008 dividend payment, an increase of over 14% as compared to the April 2008 dividend payment. Quarterly dividends declared by Trinity for the years ended December 31, 2009 and 2008 are as follows:

	Year Ended December 31,
	2009		2008
Quarter ended March 31,	$	0.08	$	0.07
Quarter ended June 30,		0.08		0.08
Quarter ended September 30,		0.08		0.08
Quarter ended December 31,		0.08		0.08
Total	$	0.32	$	0.31

Recent Sales of Unregistered Securities

None.

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Performance Graph

The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.

The following graph compares the Company’s cumulative total stockholder return (assuming reinvestment of dividends) during the five-year period ended December 31, 2009 with an overall stock market index (New York Stock Exchange index) and the Company’s peer group index (Dow Jones Commercial Vehicles & Trucks Index). The data in the graph assumes $100 was invested on December 31, 2004.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG TRINITY INDUSTRIES, INC.,

DJ COMMERCIAL VEHICLES & TRUCKS and NYSE MARKET INDEX

ASSUMES $100 INVESTED ON Dec. 31, 2004

ASSUMES DIVIDEND REINVESTED

FISCAL YEAR ENDING DEC. 31, 2008

	2004		2005		2006		2007		2008		2009
Trinity Industries, Inc.		100		130		157		125		72		81
Dow Jones Commercial Vehicles & Trucks Index		100		109		140		203		98		143
New York Stock Exchange Index		100		109		132		143		87		112

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Issuer Purchases of Equity Securities

This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended December 31, 2009:

							Maximum
							Number (or
					Total Number of		Approximate
					Shares (or Units)		Dollar Value) of
					Purchased as		Shares (or Units)
					Part of Publicly		that May Yet Be
	Number of		Average Price		Announced		Purchased
	Shares		Paid per		Plans or		Under the Plans
Period	Purchased (1)		Share (1)		Programs (2)		or Programs (2)
October 1, 2009 through October 31, 2009		640	$	18.57		—	$	132,536,481
November 1, 2009 through November 30, 2009		262	$	19.37		—	$	132,536,481
December 1, 2009 through December 31, 2009		2,074	$	18.48		—	$	132,536,481
Total		2,976	$	18.58		—	$	132,536,481

  

(1)

These columns include the following transactions during the three months ended December 31, 2009: (i) the deemed surrender to the Company of 340 shares of common stock to pay the exercise price in connection with the exercise of employee stock options, (ii) the surrender to the Company of 1,828 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees, and (iii) the purchase of 808 shares of common stock by the Trustee for assets held in a non-qualified employee profit sharing plan trust.

(2)

On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program originally commenced in 2007 with an authorization of $200 million. No shares were repurchased under this program for the three months ended December 31, 2009. Since the inception of this program through December 31, 2009, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

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Item 6.  Selected Financial Data.

The following financial information for the five years ended December 31, 2009 has been derived from our audited consolidated financial statements. Historical information previously reported has been adjusted as a result of the adoption of accounting pronouncements and reclassified to conform to the 2009 presentation. See Notes 11 and 17 of the Notes to Consolidated Financial Statements for further discussion. This information should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto included elsewhere herein.

	Year Ended December 31,
(in millions, except percent and per share data)	2009			2008			2007			2006			2005
Statement of Operations Data:
Revenues	$	2,575.2		$	3,882.8		$	3,832.8		$	3,218.9		$	2,709.7
Operating profit (loss)		(30.7	)		559.5			529.8			396.0			209.6
Income (loss) from continuing operations		(137.5	)		282.4			289.8			212.6			110.5
Discontinued operations:
Gain on sales of discontinued operations, net of provision for income taxes of $12.2		—			—			—			20.4			—
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $(0.0), $(0.0), $(0.2), $(1.7), and $(8.3)		(0.2	)		(1.5	)		(0.7	)		(5.8	)		(24.2	)
Net income (loss)	$	(137.7	)	$	280.9		$	289.1		$	227.2		$	86.3
Net income (loss) applicable to common shareholders	$	(137.7	)	$	280.9		$	289.1		$	227.2		$	83.1
Net income (loss) applicable to common shareholders per common share:
Basic:
Continuing operations	$	(1.81	)	$	3.49		$	3.58		$	2.69		$	1.48
Discontinued operations		(0.00	)		(0.02	)		(0.01	)		0.19			(0.34	)
	$	(1.81	)	$	3.47		$	3.57		$	2.88		$	1.14
Diluted:
Continuing operations	$	(1.81	)	$	3.47		$	3.55		$	2.64		$	1.42
Discontinued operations		(0.00	)		(0.02	)		(0.01	)		0.18			(0.31	)
	$	(1.81	)	$	3.45		$	3.54		$	2.82		$	1.11
Weighted average number of shares outstanding:
Basic		76.4			78.4			78.7			76.9			71.0
Diluted		76.4			78.8			79.4			78.5			76.2
Dividends declared per common share	$	0.32		$	0.31		$	0.26		$	0.21		$	0.17
Balance Sheet Data:
Total assets	$	4,656.4		$	4,911.6		$	4,039.7		$	3,422.3		$	2,586.5
Debt — recourse		646.0			584.4			590.3			624.3			432.7
Debt — non-recourse		1,199.1			1,190.3			643.9			426.5			256.3
Series B Preferred Stock		—			—			—			—			58.7
Stockholders’ equity	$	1,806.3		$	1,912.3		$	1,812.7		$	1,493.5		$	1,114.4
Ratio of total debt to total capital		50.5	%		48.1	%		40.5	%		41.3	%		37.0	%
Book value per share	$	22.81		$	24.08		$	22.27		$	18.67		$	15.04

A goodwill impairment charge of $325 million was recorded in 2009 related to the Rail Group segment. See Note 9 of the Notes to Consolidated Financial Statements for further discussion.

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Company Overview

Trinity Industries, Inc., headquartered in Dallas, Texas, is a multi-industry company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. We operate in five distinct business groups which we report on a segment basis: the Rail Group, Construction Products Group, Inland Barge Group, Energy Equipment Group, and Railcar Leasing and Management Services Group. We also report All Other which includes the Company’s captive insurance and transportation companies; legal, environmental, and upkeep costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges.

Our Rail and Inland Barge Groups and our structural wind towers business operate in cyclical industries. Our Construction Products and Energy Equipment Groups are subject to seasonal fluctuations with the first quarter historically being the weakest quarter. Fluctuations in the Railcar Leasing and Management Services Group are primarily driven by railcar sales from the lease fleet. The economic and financial crisis experienced by the United States economy during 2009 and 2008 has impacted our businesses. During 2008, market steel prices were extremely volatile and rose significantly during most of 2008 before eventually declining and leveling off at the end of 2008. Generally we are able to mitigate this volatility through contract purchases, existing supplier commitments and price escalation clauses and other arrangements with our customers. New orders for railcars and barges continued to drop significantly in 2009 as the transportation industry saw a significant decline in the shipment of freight. The 2010 outlook for the transportation industry is for continued weakness. Orders for structural wind towers have been slow since mid-2008 when green energy companies experienced tightened credit markets coupled with lower prices for electricity and natural gas sales. The slowdown in the residential and commercial construction markets impacted our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand. As a result of our assessment, we idled a significant amount of our production capacity commencing in the fourth quarter of 2008 and continuing through 2009.

Executive Summary

The Company’s revenues for 2009 exceeded $2.5 billion. Operating loss from continuing operations was $30.7 million including a goodwill impairment charge of $325 million recorded during the second quarter of 2009. For the year ended December 31, 2009, we experienced decreases in both income from continuing operations and net income over the prior year primarily as a result of the goodwill impairment charge and an overall decline in product shipments. Net income for 2009 decreased $418.6 million from the previous year.

Goodwill is required to be tested for impairment annually, or on an interim basis, whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process requiring the comparison of a reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when a reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test. We perform this test for our five principal business segments: (1) the Rail Group, (2) the Construction Products Group, (3) the Inland Barge Group, (4) the Energy Equipment Group, and (5) the Railcar Leasing and Management Services Group.

During the second quarter of 2009, there was a significant decline in new orders for railcars and continued weakening demand for products in the Rail Group as well as a change in the average estimated railcar deliveries from independent third party research firms. Additionally, the significant number of idled railcars in the North American fleet resulted in the creation of new internal sales estimates by railcar type. Based on this information, we concluded that indications of impairment existed with respect to the Rail Group which required an interim goodwill impairment analysis and, accordingly, we performed such a test as of June 30, 2009. As a basis for our conclusion, the table below is an average of the estimates of approximate industry railcar deliveries for the next five years from two independent third party research firms, Global Insight, Inc. and Economic Planning Associates, Inc.

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Average Estimated Railcar Deliveries
	As of January 2009		As of May 2009		Percent Change
2009		28,300		24,000		(15.2	)%
2010		23,700		15,100		(36.3	)%
2011		41,550		29,150		(29.8	)%
2012		56,050		48,200		(14.0	)%
2013		62,550		59,750		(4.5	)%

Our estimate of the Rail Group’s fair value (considered to be a level three fair value measurement) utilized an income approach based on the anticipated future discounted cash flows of the Rail Group, requiring significant estimates and assumptions related to future revenues and operating profits, exit multiples, tax rates and consequences, and discount rates based upon market- based capital costs. Because the estimated fair value of the Rail Group was less than the carrying amount of its net assets, we performed step two of our goodwill impairment analysis as required by generally accepted accounting principles, by estimating the fair value of individual assets and liabilities of the Rail Group in accordance with the provisions of the accounting standards pertaining to business combinations and fair value measurements. The result of our impairment analysis indicated that the remaining implied goodwill amounted to $122.5 million for our Rail Group as of June 30, 2009 and, consequently, we recorded an impairment charge of $325.0 million during the second quarter of 2009. The change in our estimate of the Rail Group’s enterprise value from December 31, 2008 to June 30, 2009 was driven by economic indicators, including third-party studies that predicted the decline in the railcar industry was likely to extend longer than was previously expected. In management’s opinion, no interim impairment tests were necessary for our remaining business segments as there had not been a significant change in market conditions for these segments since the 2008 annual impairment test. As of December 31, 2009, the Company’s annual impairment test of goodwill was completed at the reporting unit level and no additional impairment charges were determined to be necessary.

During the second quarter of 2009, we performed an interim test for recoverability of the carrying value of our Rail Group long-lived assets based on cash flow estimates consistent with those used in the goodwill impairment test. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. We determined that there was no impairment of the recoverability of the Rail Group’s long-lived assets as the Rail Group’s estimated undiscounted future cash flows exceeded the carrying value of its long-lived assets.

Given the current economic environment and the uncertainties regarding the potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the duration of the ongoing economic downturn, or the period or strength of recovery, made for the purposes of the long-lived asset and goodwill impairment tests will prove to be accurate predictions of the future. If our assumptions regarding forecasted cash flows are not achieved, it is possible that additional impairments of remaining goodwill and long-lived assets may be required.

Goodwill remaining by segment is as follows:

	December 31,		December 31,
	2009		2008
	(in millions)
Rail Group	$	122.5	$	447.5
Construction Products Group		52.2		50.4
Energy Equipment Group		4.3		4.3
Railcar Leasing and Management Services Group		1.8		1.8
	$	180.8	$	504.0

Capital expenditures for 2009 were $429.2 million with $381.8 million utilized for lease fleet additions, net of deferred profit of $22.6 million.

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We ended 2009 with a backlog in our Rail Group of approximately $195.4 million consisting of approximately 2,320 railcars. The railcar backlog dollar value as of December 31, 2009 was as follows:

	As of December 31, 2009
	(in millions)
External Customers	$	75.6
Leasing Group		119.8
Total	$	195.4

The total amount of the backlog dedicated to the Leasing Group was supported by lease agreements with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

Global Insight, Inc., an independent industry research firm, has estimated in its Fourth Quarter 2009 report that the average age of the North American freight car fleet is approximately 19.3 years, with approximately 39% older than 25 years and has estimated that United States carload traffic will grow by 2.0% in 2010, with an increase of 4.0% for 2011 and 2012.

The table below is an average of the most recent estimates of approximate industry railcar deliveries for the next five years from two independent third party research firms, Global Insight, Inc. and Economic Planning Associates, Inc.

2010	14,300
2011	23,700
2012	42,000
2013	56,800
2014	61,400

TILC purchases a portion of our railcar production, financing a portion of the purchase price through a non-recourse warehouse lending facility and periodically refinances those borrowings through equipment financing transactions. In 2009, TILC purchased approximately 50.9% of our railcar production, up slightly from 50.0% in 2008. On a segment basis, sales to TILC and related profits are included in the operating results of our Rail Group but are eliminated in consolidation.

In 2007, the Company purchased 20% of the equity in newly-formed TRIP Rail Holdings LLC (“TRIP Holdings”). TRIP Holdings and its subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”), provide railcar leasing and management services in North America. Railcars are purchased from Trinity by TRIP Leasing. In 2009, the Company acquired an additional 8.16% equity ownership in TRIP Holdings for approximately $16.2 million from another equity investor. As a result, the Company now owns a 28.16% equity ownership in TRIP Holdings, increasing the Company’s total investment to $63.5 million. Trinity’s remaining equity commitment to TRIP Holdings is $5.5 million through June 2010.

Trinity’s carrying value of its investment in TRIP Holdings follows:

	December 31,			December 31,
	2009			2008
	(in millions)
Capital contributions	$	47.3		$	35.9
Equity purchased from another investor		16.2			—
Equity in earnings		3.0			0.5
Equity in unrealized losses on derivative financial instruments		(3.2	)		(9.5	)
Distributions		(6.0	)		(3.1	)
Deferred broker fees		(1.0	)		(0.8	)
	$	56.3		$	23.0

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On October 15, 2009, TILC loaned TRIP Holdings $14.5 million to resolve a collateral deficiency. The note has a balance of $10.4 million as of December 31, 2009 and is repayable monthly from TRIP Holdings’ excess cash flow plus accrued interest at 11% and is expected to be repaid in full by June 2010.

On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program originally commenced in 2007 with an authorization of $200 million. During the year ended December 31, 2009, 813,028 shares were repurchased under this program at a cost of approximately $6.3 million. Since the inception of this program, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued a new accounting pronouncement that requires issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability and equity components in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. The effective date of the new accounting pronouncement was for financial statements issued for fiscal years and interim periods beginning after December 15, 2008 and does not permit earlier application. The pronouncement requires that all periods presented be adjusted. The Company adopted the provisions of the new accounting pronouncement as of January 1, 2009 and has accordingly adjusted amounts previously reported with respect to Debt, Other assets, Capital in excess of par value, Deferred income taxes and Interest expense. See Note 11 of the Notes to Consolidated Financial Statements for a further explanation of the effects of implementing this pronouncement as it applies to our Convertible Subordinated Notes.

In May 2009, TILC renewed its railcar leasing warehouse facility through February 2011. This facility, which was set to mature in August 2009, was established to finance railcars owned by TILC. In November 2009, TILC and Trinity Rail Leasing VII LLC, a Delaware limited liability company, (“TRL VII”), a limited purpose, indirect wholly-owned subsidiary of Trinity, owned by Trinity through TILC, closed a railcar leasing financing in the amount of approximately $238.3 million with a coupon of 6.657%. The transaction is secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII. The proceeds were used, in part, to pay down a portion of TILC’s railcar leasing warehouse facility, and will be used, in part, for future growth of TILC’s lease fleet. Additionally, TILC completed several other financings during the year ended December 31, 2009 totaling $117.6 million. See Financing Activities.

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Results of Operations

Years Ended December 31, 2009, 2008, and 2007

Overall Summary for Continuing Operations

Revenues

	Year Ended December 31, 2009
	Revenues								Percent Change
	External		Intersegment			Total			2009 versus 2008
	(in millions, except percents)
Rail Group	$	485.2	$	410.1		$	895.3			(65.1	)%
Construction Products Group		524.0		14.5			538.5			(27.3	)%
Inland Barge Group		527.3		—			527.3			(15.7	)%
Energy Equipment Group		502.2		7.8			510.0			(19.4	)%
Railcar Leasing and Management Services Group		524.5		—			524.5			(2.1	)%
All Other		12.0		36.4			48.4			(38.5	)%
Eliminations – lease subsidiary		—		(391.6	)		(391.6	)
Eliminations – other		—		(77.2	)		(77.2	)
Consolidated Total	$	2,575.2	$	—		$	2,575.2			(33.7	)%

	Year Ended December 31, 2008
	Revenues								Percent Change
	External		Intersegment			Total			2008 versus 2007
	(in millions, except percents)
Rail Group	$	1,381.0	$	1,182.4		$	2,563.4			7.6	%
Construction Products Group		719.7		21.5			741.2			1.1	%
Inland Barge Group		625.2		—			625.2			26.8	%
Energy Equipment Group		605.7		26.9			632.6			45.8	%
Railcar Leasing and Management Services Group		535.9		—			535.9			(15.2	)%
All Other		15.3		63.4			78.7			12.8	%
Eliminations – lease subsidiary		—		(1,162.4	)		(1,162.4	)
Eliminations – other		—		(131.8	)		(131.8	)
Consolidated Total	$	3,882.8	$	—		$	3,882.8			1.3	%

	Year Ended December 31, 2007
	Revenues
	External		Intersegment			Total
	(in millions)
Rail Group	$	1,540.0	$	841.5		$	2,381.5
Construction Products Group		731.2		1.8			733.0
Inland Barge Group		493.2		—			493.2
Energy Equipment Group		422.4		11.5			433.9
Railcar Leasing and Management Services Group		631.7		—			631.7
All Other		14.3		55.5			69.8
Eliminations – lease subsidiary		—		(828.5	)		(828.5	)
Eliminations – other		—		(81.8	)		(81.8	)
Consolidated Total	$	3,832.8	$	—		$	3,832.8

Our revenues for the year ended December 31, 2009 decreased primarily due to the impact of the economic downturn on the markets we serve, especially the new railcar market. In addition, pricing from certain segments resulting from lower material costs and competitive pricing pressures. Our revenues for the year ended December 31, 2008 increased due to improved sales in all our business groups, except the Railcar Leasing and

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Management Services Group (“Leasing Group”) whose revenues declined because of a decline in sales of railcars from the lease fleet.

Operating Profit (Loss)

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Rail Group	$	(355.9	)	$	247.7		$	347.6
Construction Products Group		32.6			64.2			72.4
Inland Barge Group		125.2			119.2			72.6
Energy Equipment Group		73.8			100.3			50.1
Railcar Leasing and Management Services Group		149.0			158.9			161.2
All Other		0.8			7.0			4.6
Corporate		(30.6	)		(41.3	)		(34.9	)
Eliminations – lease subsidiary		(22.6	)		(86.3	)		(138.0	)
Eliminations – other		(3.0	)		(10.2	)		(5.8	)
Consolidated Total	$	(30.7	)	$	559.5		$	529.8

Our operating profit for the year ended December 31, 2009 decreased as a result of the $325 million goodwill impairment charge and lower revenues coupled with reduced pricing driven by lower material costs and highly competitive markets. Selling, engineering, and administrative expenses as a percentage of revenues increased to 7.2% for 2009 as compared to 6.3% for 2008. Overall, selling, engineering, and administrative expenses decreased $57.1 million year over year as a result of decreased headcount and related costs and decreased professional services.

Our operating profit for the year ended December 31, 2008 increased compared to 2007 as the result of overall higher revenues, an increase in the size of our lease fleet, and higher barge and structural wind towers sales. These increases in operating profit were offset by higher raw material costs and competitive pricing pressure in the market for new railcars. Selling, engineering, and administrative expenses as a percentage of revenues increased to 6.3% for 2008 as compared to 6.0% for 2007. Overall, selling, engineering, and administrative expenses increased $14.1 million year over year as a result of increased headcount and related costs, increased professional services, and approximately $4.2 million for due diligence related to potential acquisitions that are no longer being pursued.

Other Income and Expense. Interest expense, net of interest income and capitalized interest of $0.9 million for 2008, was $121.5 million for the year ended December 31, 2009 and $104.3 million for the year ended December 31, 2008 (as adjusted — see Note 11 of the Notes to Consolidated Financial Statements). Interest income in 2009 decreased $3.4 million over the prior year as a result of lower interest rates more than offsetting the effect of an increase in cash available for investment. Interest expense in 2009 increased $13.8 million over the prior year due to an increase in debt levels and an increase in expense related to the ineffective portion of interest rate hedges. Interest expense for the year ended December 31, 2009 included $3.9 million of interest expense related to the ineffective portion of interest rate hedges. The increase in Other, net for the year ended December 31, 2009 was primarily due to the $3.7 million gain recognized on the sale of one of our equity investments partially offset by foreign currency translation losses.

Interest expense, net of interest income and capitalized interest of $0.9 million and $0.6 million, respectively, was $104.3 million for the year ended December 31, 2008 and $72.3 million for the year ended December 31, 2007. Interest income in 2008 decreased $7.1 million over the prior year as a result of lower interest rates and a decrease in cash available for investment. Interest expense in 2008 increased $24.9 million over the prior year due to an increase in debt levels and expense related to the ineffective portion of interest rate hedges. Interest expense for the year ended December 31, 2008 included $6.8 million of interest expense related to the ineffective portion of interest rate hedges. The decrease in Other, net for the year ended December 31, 2008 was primarily due to an increase in foreign currency translation losses, partially offset by a write-down of an equity investment in the prior year.

Income Taxes. The effective tax rate of 6.4% for continuing operations for 2009 varied from the federal statutory rate of 35.0% due primarily to the goodwill impairment charge not being fully deductible for income tax

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purposes; the recording of a valuation reserve related to the utilization of foreign tax credits previously benefited; state income taxes and discrete adjustments related to foreign and state taxes. The prior year effective tax rate of 37.8% for continuing operations for 2008 varied from the federal statutory rate of 35.0% due primarily to state income taxes and the loss of the benefit of the domestic production deduction. The effective tax rate for continuing operations for 2007 of 36.3% varied from the federal statutory rate of 35.0% due primarily to state income taxes, offset by an increase in the temporary credit to be applied against the State of Texas margin tax, the benefit of the domestic production deduction, and the utilization of capital losses previously not benefited.

Segment Discussion

Rail Group

	Year Ended December 31,									Percent Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
	($ in millions)
Revenues:
Rail	$	776.8		$	2,396.9		$	2,221.8			(67.6	)%		7.9	%
Components		118.5			166.5			159.7			(28.8	)%		4.3	%
Total revenues	$	895.3		$	2,563.4		$	2,381.5			(65.1	)%		7.6	%
Operating profit (loss)	$	(355.9	)	$	247.7		$	347.6
Operating profit (loss) margin		(39.8	)%		9.7	%		14.6	%

Railcar shipments in 2009 decreased 67.7% as compared to 2008 shipments to approximately 9,100 railcars compared to the railcars shipped in 2008 and 2007 of approximately 28,200 and 27,370 railcars, respectively. As of December 31, 2009, our Rail Group backlog was approximately $195.4 million and consisted of approximately 2,320 railcars. The railcar backlog dollar value as of December 31, 2009, 2008, and 2007 was as follows:

	Year Ended December 31,
	2009		2008		2007
	(in millions)
External Customers	$	75.6	$	285.3	$	748.4
TRIP Leasing		—		124.3		514.5
Leasing Group		119.8		312.8		1,426.7
Total	$	195.4	$	722.4	$	2,689.6

The total amount of the backlog dedicated to the Leasing Group was supported by lease agreements with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. Backlog as of December 31, 2008 and 2007 was approximately 8,260 and 31,870 railcars, respectively.

Operating profit for the Rail Group decreased for the year ended December 31, 2009 compared to the prior year primarily due to a $325 million goodwill impairment charge during the quarter ended June 30, 2009 and lower railcar shipments. See Note 9 of the Notes to Consolidated Financial Statements. Additionally, a significantly reduced volume of railcars was delivered during the year amid a lower pricing and unit demand environment.

Operating profit for the Rail Group decreased for the year ended December 31, 2008 by $99.9 million compared to the same period in 2007. This decrease was primarily due to the competitive pricing environment, increases in raw material costs, and a reserve for future losses on railcar sales. Steel costs were very volatile and rose significantly during most of the year before eventually declining and leveling off at the end of the year. On certain fixed price railcar contracts, actual cost increases and surcharges caused the total cost of the railcar to exceed the amounts originally anticipated, and in some cases, the actual contractual sale price of the railcar. The expense related to reserves for estimated losses on fixed price contracts of $4.6 million was recorded during the year ended December 31, 2008. The expense related to reserves for estimated losses on fixed price contracts was not significant for the year ended December 31, 2007.

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In the year ended December 31, 2009, railcar shipments included sales to the Leasing Group of $391.6 million compared to $1,162.4 million in 2008 with a deferred profit of $22.6 million compared to $86.3 million for the year ended December 31, 2008. Railcar sales to the Leasing Group for 2007 were $828.5 million with a deferred profit of $138.0 million. Results for the year ended December 31, 2009 included $113.0 million in railcars sold to TRIP Leasing, that resulted in a gain of $11.2 million of which $2.8 million in profit was deferred based on our equity interest. Results for the years ended December 31, 2008 and December 31, 2007 included $337.5 million and $232.6 million, respectively, in railcars sold to TRIP Leasing that resulted in gains of $61.6 million and $41.1 million, respectively, of which $12.4 million and $8.2 million, respectively, in profit was deferred based on our equity interest. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but eliminated in consolidation.

Construction Products Group

	Year Ended December 31,									Percent Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
	($ in millions)
Revenues:
Concrete and Aggregates	$	291.4		$	430.5		$	458.8			(32.3	)%		(6.2	)%
Highway Products		238.0			284.1			239.1			(16.2	)%		18.8	%
Other		9.1			26.6			35.1			(65.8	)%		(24.2	)%
Total revenues	$	538.5		$	741.2		$	733.0			(27.3	)%		1.1	%
Operating profit	$	32.6		$	64.2		$	72.4
Operating profit margin		6.1	%		8.7	%		9.9	%

The decrease in revenues for the year ended December 31, 2009 compared to the same period in 2008 was primarily attributable to the overall decline in the economic conditions related to the markets served by this segment including a reduction in state funding of highway construction and in commercial and residential construction. Additionally, revenues declined as the result of lower material costs that are passed onto the customer.

Revenues increased for the year ended December 31, 2008 compared to the same period in 2007 primarily due to an increase in volume in our highway products business, sales generated by our entry into the asphalt business in 2007, and an increase in various raw material costs that have resulted in higher sales prices. These increases were offset by a decrease in volume in our bridge girder business and the impact of divestitures in the concrete and aggregates businesses. Revenues were also offset by lower revenues in the concrete and aggregates businesses due to adverse weather conditions in Texas and Louisiana during the year ended December 31, 2008 as well as decreased demand.

Operating profit and operating margin for the year ended December 31, 2009 compared to the same period in 2008 decreased as a result of lower volumes and decreased operating efficiencies. Additionally, operating profit included a $2.8 million write down of surplus inventory quantities in 2009 while 2008 included higher gains from property dispositions related to our concrete and aggregates operations.

Operating profit and operating margin for the year ended December 31, 2008 compared to the same period in 2007 decreased due to higher gains from property dispositions in 2007 related to our concrete and aggregates operations. Increased sales in the highway products and asphalt businesses was offset by lower margins in the concrete and aggregates businesses due to volume decreases, unfavorable weather conditions, and increased raw material prices.

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Inland Barge Group

	Year Ended December 31,									Percent Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
	($ in millions)
Revenues	$	527.3		$	625.2		$	493.2			(15.7	)%		26.8	%
Operating profit	$	125.2		$	119.2		$	72.6
Operating profit margin		23.7	%		19.1	%		14.7	%

Revenues decreased for the year ended December 31, 2009 compared to the same period in 2008 due to the shipment of fewer hopper barges and a change in the mix of tank barge types. The increase in revenues for the year ended December 31, 2008 compared to the same period in 2007 was due to an increase in the sales of hopper and tank barges, a change in the mix of barges sold, and an increase in raw material costs that resulted in higher sales prices.

Operating profit for the year ended December 31, 2009 increased compared to the same period in 2008 due to lower material costs and better operating efficiencies. Operating profit for the years ended December 31, 2009 and December 31, 2008 included the refund of $1.6 million and $2.0 million, respectively, in unclaimed settlement funds related to a legal settlement. Operating profit for the year ended December 31, 2008 increased compared to the same period in 2007 due to increased revenues, a change in the mix of barges sold, improved margins due to operating efficiencies, and the $2.0 million refund in unclaimed settlement funds related to the legal settlement (see Note 18 of the Notes to Consolidated Financial Statements). Barge litigation and related costs were insignificant for 2009, $0.2 million for 2008, and $16.5 million for 2007, which included a $15.0 million charge for the resolution of the legal settlement. As of December 31, 2009, the backlog for the Inland Barge Group was approximately $318.8 million compared to approximately $527.8 million and approximately $752.8 million for 2008 and 2007, respectively.

Energy Equipment Group

	Year Ended December 31,									Percent Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
	($ in millions)
Revenues:
Structural wind towers	$	358.3		$	422.5		$	245.9			(15.2	)%		71.8	%
Other		151.7			210.1			188.0			(27.8	)%		11.8	%
Total revenues	$	510.0		$	632.6		$	433.9			(19.4	)%		45.8	%
Operating profit	$	73.8		$	100.3		$	50.1
Operating profit margin		14.5	%		15.9	%		11.5	%

Revenues decreased for the year ended December 31, 2009 compared to the same period in 2008 due to overall lower volumes. Revenues increased for the year ended December 31, 2008 compared to the same period in 2007 due to an increase in sales of structural wind towers and products manufactured and sold in Mexico offset by lower sales in the weaker U.S. LPG tank market. As of December 31, 2009, the backlog for structural wind towers was approximately $1.1 billion and is expected to be evenly delivered over the years ending December 31, 2010, 2011, and 2012 compared to approximately $1.4 billion and approximately $702.4 million for 2008 and 2007, respectively.

Operating profit and operating margin for the year ended December 31, 2009 decreased compared to the same period in 2008 as a result of lower volumes partially offset by improved operating profit in structural wind towers due to better operating efficiencies and product mix. Operating profit and operating profit margin for the year ended December 31, 2008 increased compared to the same period in 2007 due to an increase in sales of structural wind towers and the improved margins on containers produced in Mexico.

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Railcar Leasing and Management Services Group

	Year Ended December 31,									Percent Change
	2009			2008			2007			2009 versus 2008			2008 versus 2007
	($ in millions)
Revenues:
Leasing and management	$	329.3		$	313.8		$	272.4			4.9	%		15.2	%
Sales of cars from the lease fleet		195.2			222.1			359.3			(12.1	)%		(38.2	)%
Total revenues	$	524.5		$	535.9		$	631.7			(2.1	)%		(15.2	)%
Operating profit:
Leasing and management	$	128.5		$	124.2		$	112.0
Sales of cars from the lease fleet		20.5			34.7			49.2
Total operating profit	$	149.0		$	158.9		$	161.2
Operating profit margin:
Leasing and management		39.0	%		39.6	%		41.1	%
Sales of cars from the lease fleet		10.5			15.6			13.7
Total operating profit margin		28.4			29.7			25.5
Fleet utilization at year end		97.8	%		98.6	%		99.2	%

Total revenues decreased for the year ended December 31, 2009 due to decreased sales from the lease fleet partially offset by increased rental revenues related to additions to the lease fleet. Total revenues decreased for the year ended December 31, 2008 due to decreased sales from the lease fleet offset by increased rental revenues related to additions to the lease fleet, and management and origination fees.

Operating profit decreased for the year ended December 31, 2009 due to lower profit for lease fleet sales, lower fleet utilization and lower rental rates partially offset by increased rental proceeds from fleet additions. Operating profit for leasing and management operations increased for the year ended December 31, 2008 primarily due to rental proceeds from fleet additions. Results for the year ended December 31, 2009 included $183.8 million in sales of railcars to TRIP Leasing that resulted in the recognition of previously deferred gains of $30.3 million of which $7.6 million were deferred based on our equity interest. Results for the years ended December 31, 2008 and December 31, 2007 included $134.2 million and $283.6 million, respectively, in sales of railcars to TRIP Leasing that resulted in the recognition of previously deferred gains of $20.8 million and $48.6 million, respectively, of which $4.2 million and $9.7 million, respectively, in profit was deferred based on our equity interest.

To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group generally uses its non-recourse $475 million warehouse facility or excess cash to provide initial financing for a portion of the purchase price of the railcars. Due to the lower level of demand for railcars and the Company’s resulting need for less financing of this type, the size of the warehouse facility commitment was reduced from $600 million to $475 million at the time of the renewal. After initial financing, the Leasing Group generally obtains long-term financing for the railcars in the lease fleet through long-term recourse debt such as equipment trust certificates, long-term non-recourse operating leases pursuant to sales/leaseback transactions, non-recourse asset-backed securities, or recourse convertible subordinated notes. In November 2009, Trinity Rail Leasing VII LLC issued $238.3 million of 20-year non-recourse secured railcar equipment notes. See Financing Activities.

As of December 31, 2009, the Leasing Group’s lease fleet of approximately 50,090 owned or leased railcars had an average age of 5.3 years and an average remaining lease term of 3.8 years.

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All Other

	Year Ended December 31,						Percent Change
	2009		2008		2007		2009 versus 2008			2008 versus 2007
	($ in millions)
Revenues	$	48.4	$	78.7	$	69.8		(38.5	)%		12.8	%
Operating profit (loss)	$	0.8	$	7.0	$	4.6

The decrease in revenues for the year ended December 31, 2009 over the same period in 2008 was primarily due to a decrease in both external and intersegment sales by our transportation company as a result of an overall decline in business activity. The increase in revenues for the year ended December 31, 2008 over 2007 was primarily attributable to an increase in intersegment sales by our transportation company. The decrease in operating profit for the year ended December 31, 2009 as compared to 2008 was primarily due to the decrease in transportation company revenue and a decline in the market valuation of commodity hedges that are required to be marked to market. The increase in operating profit for the year ended December 31, 2008 as compared to 2007 was due to the increase in intersegment sales, partially offset by an increase in legal and environmental costs associated with non-operating facilities and a decline in the market valuation of commodity hedges that are required to be marked to market.

Liquidity and Capital Resources

Cash Flows

Operating Activities. Net cash provided by the operating activities of continuing operations for the year ended December 31, 2009 was $659.9 million compared to $420.7 million of net cash provided by the operating activities of continuing operations for the same period in 2008. There was $0.2 million of net cash required by operating activities of discontinued operations for the year ended December 31, 2009 compared to $1.5 million of net cash required by operating activities for discontinued operations for the same period in 2008.

Accounts receivables at December 31, 2009 as compared to the accounts receivables balance at December 31, 2008 decreased by $91.5 million or approximately 36.4% due to lower shipping volumes and the collection of foreign tax receivables. Income tax receivable declined primarily due to the receipt of $111.4 million in income tax refunds. Raw materials inventory at December 31, 2009 decreased by $255.9 million or approximately 72.5% since December 31, 2008 primarily attributable to lower demand resulting from lower production levels. Finished goods inventory decreased by $59.7 million since December 31, 2008 primarily due to lower finished goods inventory in our Rail Group. Accounts payable and accrued liabilities decreased from December 31, 2008 by $248.1 million primarily due to lower production activity.

Investing Activities. Net cash required by investing activities of continuing operations for the year ended December 31, 2009 was $185.3 million compared to $1.0 billion for the same period last year. Capital expenditures for the year ended December 31, 2009 were $429.2 million, of which $381.8 million were for additions to the lease fleet. This compares to $1,243.1 million of capital expenditures for the same period last year, of which $1,110.8 million were for additions to the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets were $313.9 million for the year ended December 31, 2009, composed primarily of railcar sales from the lease fleet, which included $183.8 million to TRIP Leasing, and the sale of non-operating assets. This compared to $242.9 million for the same period in 2008 composed primarily of railcar sales from the lease fleet, which included $134.2 million to TRIP Leasing, and the sale of non-operating assets.

Financing Activities. Net cash required by financing activities during the year ended December 31, 2009 was $24.4 million compared to $453.2 million provided by financing activities for the same period in 2008. In February 2009, we repaid in full our Leasing Group’s equipment trust certificates in the amount of $61.4 million. In May 2009, TILC entered into a seven-year $61 million term loan agreement. During the year ended December 31, 2009, TILC entered into ten-year capital lease obligations totaling $56.6 million. These new debt obligations are guaranteed by the Company and secured by railcar equipment and related leases. We intend to use our cash and credit facilities to fund the operations, expansions, and growth initiatives of the Company.

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At December 31, 2009, there were no borrowings under our $425 million revolving credit facility that matures on October 19, 2012. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points. After $89.6 million was considered for letters of credit, $335.4 million was available under the revolving credit facility as of December 31, 2009.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued a new accounting pronouncement which requires that issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. The effective date of the new accounting pronouncement is for financial statements issued for fiscal years and interim periods beginning after December 15, 2008 and does not permit earlier application. The pronouncement requires that all periods presented be adjusted. The Company adopted the provisions of the new accounting pronouncement as of January 1, 2009 and has accordingly adjusted amounts previously reported with respect to Debt, Other assets, Capital in excess of par value, Deferred income taxes and Interest expense. See Note 11 of the Notes to Consolidated Financial Statements for a further explanation of the effects of implementing this pronouncement as it applies to our Convertible Subordinated Notes.

In May 2008, Trinity Rail Leasing VI LLC , a Delaware limited liability company (“TRL VI”), a limited purpose, indirect subsidiary of the Company owned through TILC, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions. The Promissory Notes were secured by a portfolio of railcars valued at approximately $743.1 million, operating leases thereon, and certain cash reserves. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. TILC entered into certain agreements relating to the transfer of the railcars to TRL VI and the management and servicing of TRL VI’s assets. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate hedges. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time and may be prepaid without penalty at any time after the third anniversary date of the issuance of the Promissory Notes.

In May 2009, TILC renewed its railcar leasing warehouse facility through February 2011. Unless renewed, this facility will be payable in three equal installments in August 2011, February 2012, and August 2012. The facility, which originally matured in August 2009, was established to finance railcars owned by TILC. Railcars financed by the warehouse facility have historically been refinanced under long-term financing agreements. Specific railcars and the underlying leases secure the facility. Advances under the facility may not exceed 75% of the fair market value of the eligible railcars securing the facility as defined by the agreement. Due to the lower level of demand for railcars and the Company’s resulting need for less financing of this type, the size of the warehouse facility commitment was reduced from $600 million to $475 million at the time of the renewal. Advances under this facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.77% at December 31, 2009. At December 31, 2009, $141.4 million was outstanding and $333.6 million was available under this facility.

In November 2009, TRL VII, a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (“the 2009 Secured Railcar Equipment Notes”). The 2009 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Secured Railcar Equipment Notes bear interest at a fixed rate of 6.657% per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Secured Railcar Equipment Notes are limited recourse obligations of TRL VII only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.

On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010.

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The repurchase program originally commenced in 2007 with an authorization of $200 million. During the year ended December 31, 2009, 813,028 shares were repurchased under this program at a cost of approximately $6.3 million. Since the inception of this program, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

The economic and financial crisis experienced by the United States economy during 2009 and 2008 has impacted our businesses. New orders for railcars and barges continued to drop significantly in 2009 as the transportation industry saw a significant decline in the shipment of freight. The 2010 outlook for the transportation industry is for continued weakness. Orders for structural wind towers have been slow since mid-2008 when green energy companies experienced tightened credit markets coupled with lower prices for electricity and natural gas sales. The slowdown in the residential and commercial construction markets impacted our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand. As a result of our assessment, we have adapted to the rapid decline in market conditions by reducing our production footprint and staffing levels.

Equity Investment

See Note 6 of the Notes to Consolidated Financial Statements.

Future Operating Requirements

We expect to finance future operating requirements with cash flows from operations, and depending on market conditions, long-term and short-term debt, and equity. Debt instruments that the Company has utilized include its revolving credit facility, the warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale/leaseback transactions. The Company has also issued equity at various times. As of December 31, 2009, the Company had $335.4 million available under its revolving credit facility and $333.6 million available under its warehouse facility. Despite the volatile conditions in both the credit and stock markets, the Company believes it has access to adequate capital resources to fund operating requirements and is active in the credit markets.

Off Balance Sheet Arrangements

See Notes 5 and 6 of the Notes to Consolidated Financial Statements.

Derivative Instruments

We use derivative instruments to mitigate the impact of increases in interest rates and zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. For instruments designated as hedges, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative contract is entered into, and at least quarterly thereafter, the Company assesses whether the derivative item is effective in offsetting the changes in fair value or cash flows. Any change in fair value resulting in ineffectiveness, as defined by accounting standards issued by the FASB is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in Accumulated Other Comprehensive Loss (“AOCL”) as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings. Trinity monitors its derivative positions and credit ratings of its counterparties and does not anticipate losses due to counterparties’ non- performance. See Notes 3 and 7 of the Notes to Consolidated Financial Statements for discussion on how the Company valued its commodity hedges and interest rate swaps at December 31, 2009.

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Interest rate hedges

In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008. The weighted average fixed interest rate under these instruments was 5.34%. These interest rate swaps were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed with a principal balance of $572.2 million in May 2008. The balance is being amortized over the term of the related debt. On December 31, 2009, the balance remaining in AOCL was $17.9 million. The effect on interest expense for the year ended December 31, 2009 was an increase of $4.0 million due to the amortization of the AOCL balance. The effect on interest expense for the year ended December 31, 2008 was an increase of $7.1 million. Of the expense, $4.5 million was due to the ineffective portion of the hedges primarily associated with hedged interest payments that were never made and $2.6 million was due to amortization of the AOCL balance. It is expected that $3.8 million in interest expense will be recognized during 2010 from amortization of the AOCL balance.

In May 2008, we entered into an interest rate swap transaction that is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The fixed interest rate under this instrument is 4.126%. The amount recorded for this instrument as of December 31, 2009 in the consolidated balance sheet was a liability of $30.1 million, with $28.1 million of expense in AOCL. The effect on interest expense for the years ended December 31, 2009 and December 31, 2008 was an increase of $21.6 million and $5.5 million, respectively, which related to the monthly settlement of interest and in 2009, included $1.0 million in unrealized derivative losses reclassified from AOCL that was related to a partial retirement of the debt issuance. See Notes 11 and 15 of the Notes to Consolidated Financial Statements. Based on the fair value of the interest rate hedge as of December 31, 2009, it is expected that $18.5 million in interest expense will be recognized during 2010.

During the fourth quarter of 2008, we entered into interest rate swap transactions, with a notional amount of $200 million, which are being used to counter our exposure to changes in the variable interest rate associated with our warehouse facility. The weighted average fixed interest rate under these instruments at December 31, 2009 was 1.798%. The amount recorded for these instruments as of December 31, 2009 in the consolidated balance sheet was a liability of $2.4 million. The effect on interest expense for the years ended December 31, 2009 and December 31, 2008 was an increase of $2.9 million and $2.4 million, respectively, which included the mark to market valuation on the interest rate swap transactions and the monthly settlement of interest. Based on the fair value of the interest rate hedges as of December 31, 2009, it is expected that $2.4 million in interest expense will be recognized during 2010.

During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. The weighted average fixed interest rate under these instruments was 4.87%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. At December 31, 2009, the balance remaining in AOCL was $3.0 million of income. The effect of the amortization on interest expense for each of the years ended December 31, 2009, 2008, and 2007 was a decrease of $0.4 million. It is expected that $0.4 million in earnings will be recognized during 2010 from amortization of the AOCL balance.

Natural gas and diesel fuel

We continue a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of December 31, 2009 for these instruments was not significant. The effect on the consolidated statement of operations for the year ended December 31, 2009 was operating expense of $1.5 million,

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which includes the mark to market valuation resulting in a loss of $0.3 million. In July 2008, we settled our 2008 outstanding diesel fuel hedge contracts. The effect of the change in fair value of the diesel fuel hedges, as well as the effect of the settled 2008 diesel fuel contracts, on the consolidated statement of operations for the year ended December 31, 2008 was operating income of $9.5 million. The amount recorded in the consolidated balance sheet for natural gas hedges was a liability of $2.0 million as of December 31, 2008 and $1.0 million of expense in AOCL for both types of derivative instruments. The effect of the natural gas hedges on the consolidated statement of operations for the year ended December 31, 2008 was operating expense of $1.3 million, including losses of $0.3 million resulting from the mark to market valuation for the year ended December 31, 2008. The effect on the consolidated statement of operations for both types of derivative instruments for the year ended December 31, 2007 was operating income of $2.2 million.

Foreign Exchange Hedge

During the year ended December 31, 2009, we entered into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of December 31, 2009. The effect on the consolidated statement of operations for the year ended December 31, 2009 was expense of $1.9 million included in other, net on the consolidated statement of operations.

Zinc

In 2008, we continued a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program was to protect our operating profit from adverse price changes by entering into derivative instruments. During the third quarter of 2009, we entered into a derivative instrument which expired on December 31, 2009. The effect of this derivative instrument on the 2009 consolidated financial statement of operations was not significant. During the fourth quarter of 2009, we entered into a derivative instrument expiring on March 31, 2010. The effect of this derivative instrument on the 2009 consolidated financial statements was not significant. The effect on the consolidated statement of operations for the years ended December 31, 2008 and December 31, 2007 was income of $1.8 million and $2.6 million, respectively.

Stock-Based Compensation

We have a stock-based compensation plan covering our employees and our Board of Directors. See Note 16 of the Notes to Consolidated Financial Statements.

Employee Retirement Plans

As disclosed in Note 14 of the Notes to Consolidated Financial Statements, the projected benefit obligation for the employee retirement plans exceeds the plans’ assets by $68.5 million as of December 31, 2009 as compared to $133.4 million as of December 31, 2008. The change was primarily due to an increase in actual investment returns and well as the curtailment of plan benefits as further discussed below. We continue to sponsor an employee savings plan under the existing 401(k) plan that covers substantially all employees and includes a Company matching contribution of up to 6% based on our performance, as well as a Supplemental Profit Sharing Plan.

Employer contributions for the year ending December 31, 2010 are expected to be $12.3 million for the defined benefit plans compared to $19.3 million contributed during 2009. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2010 are expected to be $7.7 million compared to $7.4 million during 2009.

During the first quarter of 2009, the Company amended its Supplemental Retirement Plan (the “Supplemental Plan”) to reduce future retirement plan costs. This amendment provides that all benefit accruals under the Supplemental Plan cease effective March 31, 2009, and the Supplemental Plan was frozen as of that date. In addition, the Company amended the Trinity Industries, Inc. Standard Pension Plan (the “Pension Plan”). This amendment was designed to reduce future pension costs and provides that, effective March 31, 2009, all future benefit accruals under the Pension Plan automatically cease for all participants, and the accrued benefits under the Pension Plan were determined and frozen as of that date. Accordingly, as a result of these amendments, accrued

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pension liability was reduced by $44.1 million with an offsetting reduction in funded status of pension liability included in AOCL.

Contractual Obligations and Commercial Commitments

As of December 31, 2009, we had the following contractual obligations and commercial commitments:

			Payments Due by Period
			1 Year		2-3		4-5		After
Contractual Obligations and Commercial Commitments	Total		or Less		Years		Years		5 Years
	(in millions)
Debt, excluding interest	$	1,966.7	$	62.6	$	253.7	$	321.4	$	1,329.0
Operating leases		22.4		12.1		9.0		1.0		0.3
Purchase obligations(1)		44.2		44.2		—		—		—
Letters of credit		89.6		84.4		5.2		—		—
Leasing Group — operating leases related to sale/leaseback transactions		690.3		46.4		96.0		100.2		447.7
Other		56.8		39.4		13.1		4.3		—
Total	$	2,870.0	$	289.1	$	377.0	$	426.9	$	1,777.0

(1) Non-cancelable purchase obligations principally relate to the Inland Barge Group.

On January 1, 2007, we adopted the provisions of a pronouncement issued by the FASB regarding the accounting treatment of uncertain tax positions. See Note 13 of the Notes to Consolidated Financial Statements. As of December 31, 2009 and 2008, we had approximately $56.1 million and $43.5 million, respectively, of tax liabilities, including interest and penalties, related to uncertain tax positions. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, we are unable to estimate the years in which settlement will occur with the respective taxing authorities.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to bad debts, inventories, property, plant, and equipment, goodwill, income taxes, warranty obligations, insurance, restructuring costs, contingencies, and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Inventory

We state all our inventories at the lower of cost or market. Our policy related to excess and obsolete inventory requires the inventory to be analyzed at the business unit level on a quarterly basis and to record any required adjustments. In assessing the ultimate realization of inventories, we are required to make judgments as to future demand requirements and compare that with the current or committed inventory levels. It is possible that changes in required inventory reserves may occur in the future due to then current market conditions.

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Long-lived Assets

We periodically evaluate the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when the carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than its carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced by the estimated cost to dispose of the assets.

Goodwill

Goodwill is required to be tested for impairment annually, or on an interim basis, whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-baed test. We perform this test for our five principal business segments: (1) the Rail Group, (2) the Construction Products Group, (3) the Inland Barge Group, (4) the Energy Equipment Group, and (5) the Railcar Leasing and Management Services Group. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325 million during the second quarter of 2009. As of December 31, 2009, the Company’s annual impairment test of goodwill was completed at the reporting unit level and no additional impairment charges were determined to be necessary. See Note 9 of the Notes to Consolidated Financial Statements for further explanation and results of this test.

Given the current economic environment and the uncertainties regarding the potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the duration of the ongoing economic downturn, or the period or strength of recovery, made for the purposes of the long-lived asset and goodwill impairment tests will prove to be accurate predictions of the future. If our assumptions regarding forecasted cash flows are not achieved, it is possible that additional impairments of remaining goodwill and long-lived assets may be required.

Warranties

The Company provides warranties against workmanship and materials defects generally ranging from one to five years depending on the product. The warranty costs are estimated using a two step approach. First, an engineering estimate is made for the cost of all claims that have been filed by a customer. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis.

Insurance

We are effectively self-insured for workers’ compensation claims. A third-party administrator processes all such claims. We accrue our workers’ compensation liability based upon independent actuarial studies. To the extent actuarial assumptions change and claims experience rates differ from historical rates, our liability may change.

Contingencies and Litigation

We are currently involved in certain legal proceedings. As discussed in Note 18 of the Notes to Consolidated Financial Statements, as of December 31, 2009, we have accrued our estimate of the probable settlement or judgment costs for the resolution of certain of these claims. This estimate has been developed in consultation with

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outside counsel handling our defense in these matters and is based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. We do not believe these proceedings will have a material adverse effect on our consolidated financial position. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions related to these proceedings.

Environmental

We are involved in various proceedings related to environmental matters. We have provided reserves to cover probable and estimable liabilities with respect to such proceedings, taking into account currently available information and our contractual rights of indemnification. However, estimates of future response costs are necessarily imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings or, if we were found to be responsible or liable in any litigation or proceeding, that such costs would not be material to us.

Recent Accounting Pronouncements

See Note 1 of the Notes to Consolidated Financial Statements.

Forward-Looking Statements

This annual report on Form 10-K (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the SEC, news releases, conferences, World Wide Web postings or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

•  market conditions and demand for our business products and services;

•  the cyclical nature of industries in which we compete;

•  variations in weather in areas where our construction and energy products are sold, used, or installed;

•  disruption of manufacturing capacity due to weather related events;

•  the timing of introduction of new products;

•  the timing of customer orders or a breach of customer contracts;

•  the credit worthiness of customers and their access to capital;

•  product price changes;

•  changes in mix of products sold;

•  the extent of utilization of manufacturing capacity;

•  availability and costs of steel, component parts, supplies, and other raw materials;

•  competition and other competitive factors;

•  changing technologies;

•  surcharges and other fees added to fixed pricing agreements for raw materials;

•  interest rates and capital costs;

•  counter-party risks for financial instruments;

•  long-term funding of our operations;

•  taxes;

•  the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;

•  changes in import and export quotas and regulations;

•  business conditions in foreign economies;

•  results of litigation; and

•  legal, regulatory, and environmental issues.

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Any forward-looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

Our earnings could be affected by changes in interest rates due to the impact those changes have on our variable rate debt obligations, which represented approximately 36.4% of our total debt as of December 31, 2009. If interest rates average one percentage point more in fiscal year 2010 than they did during 2009, our interest expense would increase by $0.6 million. In comparison, at December 31, 2008, we estimated that if interest rates averaged one percentage point more in fiscal year 2009 than they did during the year ended December 31, 2008, our interest expense would increase by $1.1 million. The impact of an increase in interest rates was determined based on the impact of the hypothetical change in interest rates and scheduled principal payments on our variable-rate debt obligations as of December 31, 2009 and 2008. A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $111.9 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $130.4 million.

Trinity uses derivative instruments to mitigate the impact of increases in natural gas, diesel fuel prices, and zinc. Existing hedge transactions as of December 31, 2009 are based on the New York Mercantile Exchange for natural gas and heating oil. Hedge transactions are settled with the counterparty in cash. At December 31, 2009, the effect on the consolidated balance sheet was insignificant, and at December 31, 2008 we had recorded in the consolidated balance sheet a liability of $2.0 million. The effect on the consolidated statement of operations for the year ended December 31, 2009 was operating expense of $1.5 million, and for the year ended December 31, 2008 was operating income of $10.0 million. We estimate that the impact to earnings and the balance sheet that could result from hypothetical price changes of up to 10% are not significant based on hedge positions at December 31, 2009.

In addition, we are subject to market risk related to our net investments in our foreign subsidiaries. The net investment in foreign subsidiaries as of December 31, 2009 was $181.9 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not been material to us. See Note 12 of the Notes to Consolidated Financial Statements.

37

Item 8.  Financial Statements and Supplementary Data.

Trinity Industries, Inc.

Index to Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		39
Report of Independent Registered Public Accounting Firm		40
Consolidated Statements of Operations for the years ended December 31, 2009, 2008 and 2007		41
Consolidated Balance Sheets as of December 31, 2009 and 2008		42
Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		43
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2009, 2008 and 2007		44
Notes to Consolidated Financial Statements		45

The Consolidated Balance Sheet as of December 31, 2008, the Consolidated Statements of Operations for the years ended December 31, 2007 and 2008 and the Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2008 have been adjusted due to the adoption of new accounting pronouncements. See Notes 11 and 17 of the Notes to Consolidated Financial Statements for an explanation of the effects of these pronouncements.

38

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

  Trinity Industries, Inc.

We have audited Trinity Industries, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Trinity Industries, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Trinity Industries, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Trinity Industries, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, cash flows, and stockholders’ equity for each of the three years in the period ended December 31, 2009 of Trinity Industries, Inc. and Subsidiaries and our report dated February 18, 2010 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 18, 2010

39

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

  Trinity Industries, Inc.

We have audited the accompanying consolidated balance sheets of Trinity Industries, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Trinity Industries, Inc. and Subsidiaries at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, during the year ended December 31, 2009, the Company adopted new accounting standards relating to convertible debt instruments that may be settled in cash upon conversion and the manner in which basic and diluted earnings per share are calculated.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Trinity Industries, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2010 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 18, 2010

40

Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations

	Year Ended December 31,
	2009			2008			2007
				(adjusted – see Notes 11 and 17)
	(in millions, except per share data)
Revenues	$	2,575.2		$	3,882.8		$	3,832.8
Operating costs:
Cost of revenues		2,095.0			3,080.3			3,074.1
Selling, engineering, and administrative expenses		185.9			243.0			228.9
Goodwill impairment		325.0			—			—
		2,605.9			3,323.3			3,303.0
Operating profit (loss)		(30.7	)		559.5			529.8
Other (income) expense:
Interest income		(1.7	)		(5.1	)		(12.2	)
Interest expense		123.2			109.4			84.5
Other, net		(5.3	)		1.4			2.6
		116.2			105.7			74.9
Income (loss) from continuing operations before income taxes		(146.9	)		453.8			454.9
Provision (benefit) for income taxes:
Current		14.4			(75.8	)		110.1
Deferred		(23.8	)		247.2			55.0
		(9.4	)		171.4			165.1
Income (loss) from continuing operations		(137.5	)		282.4			289.8
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $(0.0), $(0.0), and $(0.2)		(0.2	)		(1.5	)		(0.7	)
Net income (loss)	$	(137.7	)	$	280.9		$	289.1
Net income (loss) per common share:
Basic:
Continuing operations	$	(1.81	)	$	3.49		$	3.58
Discontinued operations		(0.00	)		(0.02	)		(0.01	)
	$	(1.81	)	$	3.47		$	3.57
Diluted:
Continuing operations	$	(1.81	)	$	3.47		$	3.55
Discontinued operations		(0.00	)		(0.02	)		(0.01	)
	$	(1.81	)	$	3.45		$	3.54
Weighted average number of shares outstanding:
Basic		76.4			78.4			78.7
Diluted		76.4			78.8			79.4
Dividends declared per common share	$	0.32		$	0.31		$	0.26

See accompanying notes to consolidated financial statements.

41

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets

	December 31,			December 31,
	2009			2008
				(adjusted – see
				Note 11)
	(in millions)
ASSETS
Cash and cash equivalents	$	611.8		$	161.8
Short-term marketable securities		70.0			—
Receivables, net of allowance for doubtful accounts of $5.1 and $6.8		159.8			251.3
Income tax receivable		11.2			98.7
Inventories:
Raw materials and supplies		97.1			353.0
Work in process		46.5			111.2
Finished goods		87.9			147.6
		231.5			611.8
Property, plant, and equipment, at cost		3,973.3			3,843.5
Less accumulated depreciation		(935.1	)		(852.9	)
		3,038.2			2,990.6
Goodwill		180.8			504.0
Restricted cash		138.6			112.1
Other assets		214.5			181.3
	$	4,656.4		$	4,911.6
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	76.8		$	217.6
Accrued liabilities		374.5			481.8
Debt:
Recourse, net of unamortized discount of $121.6 and $131.2		646.0			584.4
Non-recourse		1,199.1			1,190.3
		1,845.1			1,774.7
Deferred income		77.7			71.8
Deferred income taxes		397.9			388.3
Other liabilities		78.1			65.1
		2,850.1			2,999.3
Stockholders’ equity:
Preferred stock — 1.5 shares authorized and un-issued		—			—
Common stock — shares authorized — 200.0; shares issued and outstanding at December 31, 2009 — 81.7; at December 31, 2008 — 81.7		81.7			81.7
Capital in excess of par value		598.4			612.7
Retained earnings		1,263.9			1,427.0
Accumulated other comprehensive loss		(98.0	)		(161.3	)
Treasury stock — at December 31, 2009 — 2.5 shares; at December 31, 2008 — 2.3 shares		(39.7	)		(47.8	)
		1,806.3			1,912.3
	$	4,656.4		$	4,911.6

See accompanying notes to consolidated financial statements.

42

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

	Year Ended December 31,
	2009			2008			2007
				(adjusted – see Note 11)
	(in millions)
Operating activities:
Net income (loss)	$	(137.7	)	$	280.9		$	289.1
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:
Loss from discontinued operations		0.2			1.5			0.7
Goodwill impairment		325.0			—			—
Depreciation and amortization		160.8			140.3			118.9
Stock-based compensation expense		13.5			18.7			18.6
Excess tax benefits from stock-based compensation		—			(0.9	)		(4.0	)
(Benefit) provision for deferred income taxes		(23.8	)		247.2			55.0
Gain on disposition of property, plant, equipment, and other assets		(5.9	)		(10.5	)		(17.0	)
Other		(11.8	)		(17.8	)		(37.7	)
Changes in assets and liabilities:
(Increase) decrease in receivables		91.5			43.4			(45.7	)
Decrease in income tax receivable — collection of refunds		111.4			—			—
Increase in income tax receivable — other		(23.9	)		(98.7	)		—
(Increase) decrease in inventories		380.1			(25.8	)		(50.9	)
(Increase) decrease in restricted cash		(26.5	)		(20.4	)		8.5
(Increase) decrease in other assets		(43.1	)		(18.6	)		(61.5	)
Increase (decrease) in accounts payable		(140.8	)		(13.8	)		(5.2	)
Increase (decrease) in accrued liabilities		(20.5	)		(114.5	)		92.4
Increase (decrease) in other liabilities		11.4			9.7			(16.0	)
Net cash provided by operating activities — continuing operations		659.9			420.7			345.2
Net cash required by operating activities — discontinued operations		(0.2	)		(1.5	)		(0.7	)
Net cash provided by operating activities		659.7			419.2			344.5
Investing activities:
Investment in short-term marketable securities		(70.0	)		—			—
Proceeds from sales of railcars from our lease fleet		195.2			222.1			359.3
Proceeds from sales of railcars from our lease fleet — sale and leaseback		103.6			—			—
Proceeds from disposition of property, plant, equipment, and other assets		15.1			20.8			51.0
Capital expenditures — lease subsidiary		(381.8	)		(1,110.8	)		(705.4	)
Capital expenditures — manufacturing and other		(47.4	)		(132.3	)		(188.7	)
Payment for purchase of acquisitions, net of cash acquired		—			—			(51.0	)
Net cash required by investing activities		(185.3	)		(1,000.2	)		(534.8	)
Financing activities:
Issuance of common stock, net		1.1			3.1			12.2
Excess tax benefits from stock-based compensation		—			0.9			4.0
Payments to retire debt		(294.0	)		(390.8	)		(129.5	)
Proceeds from issuance of debt		300.1			922.5			304.8
Stock repurchases		(6.3	)		(58.3	)		(2.9	)
Dividends paid to common shareholders		(25.3	)		(24.2	)		(20.2	)
Net cash (required) provided by financing activities		(24.4	)		453.2			168.4
Net increase (decrease) in cash and cash equivalents		450.0			(127.8	)		(21.9	)
Cash and cash equivalents at beginning of period		161.8			289.6			311.5
Cash and cash equivalents at end of period	$	611.8		$	161.8		$	289.6

Interest paid for the years ended December 31, 2009, 2008, and 2007, net of $0.9 million and $0.6 million in capitalized interest for 2008, and 2007, respectively, was $101.4 million, $84.3 million, and $71.5 million, respectively. There was no capitalized interest in 2009. Tax refunds received, net of payments made, for the year ended December 31, 2009 were $85.6 million. Taxes paid, net of refunds received, for the years ended December 31, 2008, and 2007 were $33.6 million, and $71.3 million, respectively.

Non-cash investing and financing activity: During the year ended December 31, 2009, the Company acquired $56.6 million of equipment on lease through the assumption of capital lease obligations. The Company issued 325,800 shares of its common stock valued at $11.7 million in connection with a 2007 acquisition. See Note 2 Acquisitions and Divestitures.

See accompanying notes to consolidated financial statements.

43

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity

	Common Stock										Accumulated
	Shares				Capital in						Other						Treasury			Total
	(200.0		$1.00 Par		Excess of Par			Retained			Comprehensive			Treasury			Stock at			Stockholders’
	Authorized)		Value		Value			Earnings			Loss			Shares			Cost			Equity
	(in millions, except par value)
Balances at December 31, 2006 as originally reported		80.0	$	80.0	$	484.3		$	908.8		$	(69.2	)		(0.0	)	$	(0.4	)	$	1,403.5
Cumulative effect of adopting accounting pronouncement (see Note 11)		—		—		92.8			(2.8	)		—			—			—			90.0
Balances at December 31, 2006 as adjusted		80.0	$	80.0	$	577.1		$	906.0		$	(69.2	)		(0.0	)	$	(0.4	)	$	1,493.5
Cumulative effect of adopting accounting pronouncement (see Note 13)		—		—		—			(3.1	)		—			—			—			(3.1	)
Net income		—		—		—			289.1			—			—			—			289.1
Other comprehensive income:
Change in funded status of pension liability, net of tax		—		—		—			—			18.7			—			—			18.7
Currency translation adjustments, net of tax		—		—		—			—			0.2			—			—			0.2
Unrealized loss on derivative financial instruments, net of tax		—		—		—			—			(11.3	)		—			—			(11.3	)
Comprehensive net income																					296.7
Cash dividends on common stock		—		—		—			(21.0	)		—			—			—			(21.0	)
Restricted shares issued, net		0.5		0.5		21.5			—			—			—			(1.2	)		20.8
Shares repurchased		—		—		—			—			—			(0.1	)		(2.9	)		(2.9	)
Shares issued for acquisition		0.3		0.3		11.4			—			—			—			—			11.7
Stock options exercised		0.8		0.8		14.3			—			—			(0.1	)		(3.4	)		11.7
Income tax benefit from stock options exercised		—		—		4.7			—			—			—			—			4.7
Stock-based compensation expense		—		—		1.6			—			—			—			—			1.6
Other		—		—		0.6			—			—			—			(1.6	)		(1.0	)
Balances at December 31, 2007 as adjusted		81.6	$	81.6	$	631.2		$	1,171.0		$	(61.6	)		(0.2	)	$	(9.5	)	$	1,812.7
Net income		—		—		—			280.9			—			—			—			280.9
Other comprehensive income:
Currency translation adjustments, net of tax		—		—		—			—			0.2			—			—			0.2
Change in funded status of pension liability, net of tax		—		—		—			—			(50.6	)		—			—			(50.6	)
Unrealized loss on derivative financial instruments, net of tax		—		—		—			—			(48.3	)		—			—			(48.3	)
Other changes, net of tax		—		—		—			—			(1.0	)		—			—			(1.0	)
Comprehensive net income																					181.2
Cash dividends on common stock		—		—		—			(24.9	)		—			—			—			(24.9	)
Restricted shares surrendered, net		—		—		(16.0	)		—			—			0.3			11.1			(4.9	)
Shares repurchased		—		—		—			—			—			(2.6	)		(58.3	)		(58.3	)
Stock options exercised		0.1		0.1		(5.9	)		—			—			0.2			8.9			3.1
Income tax benefit from stock options exercised		—		—		1.7			—			—			—			—			1.7
Stock-based compensation expense		—		—		1.2			—			—			—			—			1.2
Other		—		—		0.5			—			—			—			—			0.5
Balances at December 31, 2008 as adjusted		81.7	$	81.7	$	612.7		$	1,427.0		$	(161.3	)		(2.3	)	$	(47.8	)	$	1,912.3
Net loss		—		—		—			(137.7	)		—			—			—			(137.7	)
Other comprehensive loss:
Change in funded status of pension liability, net of tax		—		—		—			—			35.6			—			—			35.6
Unrealized loss on derivative financial instruments, net of tax		—		—		—			—			27.8			—			—			27.8
Other changes, net of tax				—		—			—			(0.1	)		—			—			(0.1	)
Comprehensive net loss																					(74.4	)
Cash dividends on common stock		—		—		—			(25.3	)		—			—			—			(25.3	)
Restricted shares issued, net		—		—		(12.6	)		—			—			0.5			12.6			—
Shares repurchased		—		—		—			—			—			(0.8	)		(6.3	)		(6.3	)
Stock options exercised		—		—		(0.6	)		—			—			0.1			1.7			1.1
Income tax expense from stock options exercised		—		—		(2.1	)		—			—			—			—			(2.1	)
Stock-based compensation expense		—		—		1.0			—			—			—			—			1.0
Other		—		—		—			(0.1	)		—			—			0.1			—
Balances at December 31, 2009		81.7	$	81.7	$	598.4		$	1,263.9		$	(98.0	)		(2.5	)	$	(39.7	)	$	1,806.3

See accompanying notes to consolidated financial statements.

44

Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies

Principles of Consolidation

The financial statements of Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity”, “Company”, “we” or “our”) include the accounts of all majority owned subsidiaries. The equity method of accounting is used for companies in which the Company has significant influence and 50% or less ownership. All significant intercompany accounts and transactions have been eliminated.

Stockholders’ Equity

On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program originally commenced in 2007 with an authorization of $200 million. During the year ended December 31, 2009, 813,028 shares were repurchased under this program at a cost of approximately $6.3 million. Since the inception of this program, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

Revenue Recognition

Revenues for contracts providing for a large number of units and few deliveries are recorded as the individual units are produced, inspected, and accepted by the customer as the risk of loss passes to the customer upon pre-delivery acceptance on these contracts. This occurs primarily in the Rail and Inland Barge Groups. Revenues from construction contracts are recorded using percentage of completion accounting, using incurred labor hours to estimated total hours of the contract. Estimated losses on all contracts are recorded when determined to be probable and estimable. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Fees for shipping and handling are recorded as revenue. For all other products, we recognize revenue when products are shipped or services are provided.

Income Taxes

The liability method is used to account for income taxes. Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized.

Financial Instruments

The Company considers all highly liquid debt instruments to be either cash and cash equivalents if purchased with a maturity of three months or less or short-term marketable securities if purchased with a maturity of more than three months and less than one year.

Financial instruments which potentially subject the Company to concentration of credit risk are primarily cash investments, short-term marketable securities, and receivables. The Company places its cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limits the amount of credit exposure to any one commercial issuer. Concentrations of credit risk with respect to receivables are limited due to control procedures to monitor the credit worthiness of customers, the large number of customers in the Company’s customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, the Company maintains an allowance for doubtful accounts based upon the expected collectability of all receivables.

45

Inventories

Inventories are valued at the lower of cost or market, with cost determined principally on the first in first out method. Market is replacement cost or net realizable value. Work in process and finished goods include material, labor, and overhead.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The estimated useful lives are: buildings and improvements — 3 to 30 years; leasehold improvements — the lesser of the term of the lease or 7 years; machinery and equipment — 2 to 10 years; information systems hardware and software — 2 to 5 years; and railcars in our lease fleet — generally 35 years. The costs of ordinary maintenance and repair are charged to operating costs while renewals and major replacements are capitalized.

Long-lived Assets

The Company periodically evaluates the carrying value of long-lived assets to be held and used for potential impairment. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved or market quotes as available. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the estimated cost to dispose of the assets. Impairment losses were not material for the years ended December 31, 2009, 2008, and 2007.

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment annually, or on an interim basis whenever events or circumstances change, indicating that the carrying amount of the goodwill might be impaired. The goodwill impairment test is a two-step process requiring the comparison of the reporting unit’s estimated fair value with the carrying amount of its net assets. Step two of the impairment test is necessary to determine the amount of goodwill impairment to be recorded when the reporting unit’s recorded net assets exceed its fair value. Impairment is assessed at the “reporting unit” level by applying a fair value-based test. We perform this test for our five principal business segments: (1) the Rail Group, (2) the Construction Products Group, (3) the Inland Barge Group, (4) the Energy Equipment Group, and (5) the Railcar Leasing and Management Services Group. The estimates and judgments that most significantly affect the fair value calculations are assumptions related to revenue and operating profit growth, discount rates and exit multiples. Due to an overall market decline for products in the Rail Group during the second quarter of 2009, we concluded that indications of impairment existed that required an interim goodwill impairment analysis. Accordingly, we tested the Rail Group’s goodwill for impairment as of June 30, 2009 and recorded a charge of $325 million during the second quarter of 2009. See Note 9 for further explanation and results of this test. Other than the Rail Group goodwill impairment charge, we determined that there was no additional impairment of the recorded goodwill balance of $180.8 as of December 31, 2009.

Intangible assets with defined useful lives, which as of December 31, 2009 had net book values of $7.0 million, are amortized over their estimated useful lives and are also evaluated for potential impairment at least annually. Impairment losses were not material for the years ended December 31, 2009, 2008, and 2007.

Restricted Cash

Restricted cash consists of cash and cash equivalents which are held as collateral for the Company’s debt and lease obligations and as such are restricted in use.

Insurance

The Company is effectively self-insured for workers’ compensation. A third party administrator is used to process claims. We accrue our workers’ compensation liability based upon independent actuarial studies.

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Warranties

The Company provides warranties against workmanship and materials defects generally ranging from one to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been filed by a customer. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis.

Foreign Currency Translation

Operations outside the United States prepare financial statements in currencies other than the United States dollar. The income statement amounts are translated at average exchange rates for the year, while the assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of stockholders’ equity and other comprehensive loss.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive net income (loss) consists of net income (loss), foreign currency translation adjustments, the effective unrealized portions of changes in fair value of the Company’s derivative financial instruments, and the change in the funded status of pension liabilities. See Note 15 Accumulated Other Comprehensive Loss (“AOCL”). All components are shown net of tax.

Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued new rules that significantly change the accounting for and reporting of business combination transactions and noncontrolling interests (previously referred to as minority interests) in consolidated financial statements. These rules were effective for fiscal years beginning after December 15, 2008 and are applicable only to transactions occurring after the effective date. The Company adopted the new rules as of January 1, 2009; however, for the year ended December 31, 2009, the Company did not enter into any transactions for which these rules would be applicable.

In March 2008, the FASB issued a new accounting standard that changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedge items are accounted for, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This standard enhances the previously existing disclosure framework and requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. The provisions of this standard were effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted this standard as of January 1, 2009, and the impact of the adoption was not significant. See Note 7 for required disclosures.

In May 2008, the FASB issued a new accounting pronouncement that requires issuers of certain convertible debt instruments that may be settled in cash upon conversion to separately account for the liability and equity components in a manner that reflects the entity’s nonconvertible debt borrowing rate when interest expense is recognized in subsequent periods. The effective date of the new accounting pronouncement is for financial statements issued for fiscal years and interim periods beginning after December 15, 2008 and does not permit earlier application. The Company adopted the provisions of the new pronouncement as of January 1, 2009. See Note 11 for a further explanation of the effects of implementing this pronouncement as it applies to our Convertible Subordinated Notes.

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In June 2008, the FASB issued a new accounting pronouncement that applies to the calculation of earnings per share for share-based payment awards with nonforfeitable rights to dividends or dividend equivalents under the existing rules for earnings per share. The pronouncement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those years. The Company adopted the provisions of the new pronouncement as of January 1, 2009. See Note 17 for a further explanation of the effects of implementing this pronouncement.

In May 2009, the FASB issued a new accounting standard that requires the disclosure of the date through which an entity has evaluated subsequent events and whether that represents the date the financial statements were issued or were available to be issued. This standard was not expected to result in significant changes in the subsequent events that an entity reports, either through recognition or disclosure, in its financial statements. The provisions of this standard were effective for interim or annual financial periods ending after June 15, 2009, and are applied prospectively. The Company adopted this standard on June 30, 2009, and the impact of the adoption was not significant. Subsequent events through February 18, 2010 were evaluated for disclosure in these consolidated financial statements.

In June 2009, the FASB issued a new accounting standard that amends the previous accounting rules for consolidation of variable interest entities. This new accounting standard addresses the elimination of the concept of a qualifying special purpose entity. The new standard also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly affect its economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the new standard provides more timely and useful information about an enterprise’s involvement with a variable interest entity. This standard is effective for annual reporting periods beginning after November 15, 2009. Accordingly, the Company adopted this new standard on January 1, 2010. See Note 6 for a further explanation of the effects of implementing this pronouncement as it applies to our equity investment in TRIP Rail Holdings LLC (“TRIP Holdings”).

Management’s Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Amounts previously reported have been adjusted as a result of the adoption of accounting pronouncements as previously explained under Recent Accounting Pronouncements and Notes 11 and 17. Certain prior year balances have been reclassified in the Consolidated Financial Statements to conform to the 2009 presentations.

Note 2.  Acquisitions and Divestitures

During 2009, there were no significant acquisitions or divestitures.

During 2008, the Construction Products Group sold various ready mix concrete facilities located in West Texas and a bridge business production facility. Total proceeds from the 2008 dispositions were $17.8 million with a gain of $8.1 million. Included in the gain was a goodwill write-off of $1.5 million.

There were no significant acquisitions during the year ended December 31, 2008.

During 2007, the Construction Products Group, through wholly owned subsidiaries, made a number of acquisitions including the following:

•   highway products companies operating under the names of Central Fabricators, Inc. and Central Galvanizing, Inc.;

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•   a combined group of East Texas asphalt, ready mix concrete, and aggregates businesses operating under the name Armor Materials; and

•   a number of assets in five separate smaller transactions.

The total cost of the 2007 acquisitions was approximately $58.5 million, plus 325,800 shares of Trinity common stock valued at $11.7 million, additional future cash consideration of $10.7 million to be paid during the next three to five years, and contingent payments not to exceed $6.0 million paid during the three year period following the acquisition. In connection with the acquisitions, the Construction Products Group recorded goodwill of approximately $41.7 million and other intangible assets of approximately $5.3 million. The intangible assets acquired in connection with the acquisitions made by the Company during the year ended December 31, 2007, were all related to or resulting from non-compete agreements with the seller(s). Their useful lives were all determined by the contractual terms of the purchase agreements.

Also during 2007, the Construction Products Group sold the following assets:

•   a group of assets located in South Texas including four ready mix concrete facilities;

•   two ready mix concrete facilities located in the North Texas area;

•   three ready mix concrete facilities located in West Texas; and

•   a group of assets located in Houston, Texas which included seven ready mix concrete facilities and an aggregates distribution yard.

Total proceeds from the 2007 dispositions were $42.9 million with an after-tax gain of $9.3 million. Included in the after tax gain of $9.3 million was a goodwill write-off of $1.9 million.

On January 7, 2010, Trinity Industries, Inc. commenced a tender offer through a wholly owned subsidiary, THP Merger Co., for all outstanding shares of common stock of Quixote Corporation (“Quixote”) for $6.38 per share, including the associated preferred stock purchase rights. The tender offer and merger, with a transactional value of approximately $61 million, were subject to customary closing conditions contained in a Merger Agreement dated December 23, 2009, including the acquisition by THP Merger Co. of at least 60% of Quixote Corporation’s issued and outstanding shares on a fully-diluted basis in the tender offer. At the date of the expiration of the tender offer on February 4, 2010, approximately 87% of the outstanding shares of Quixote had been validly tendered and accepted for purchase bringing the Company’s total ownership in Quixote to approximately 92% after taking into account the shares already owned by Trinity. On February 5, 2010, THP Merger Co. merged with and into Quixote in a short-form merger with Quixote surviving as a wholly-owned subsidiary of Trinity Industries, Inc as a part of the Construction Products Group.

Note 3.  Fair Value Accounting

Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of December 31, 2009
			(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	581.1	$	—	$	—	$	581.1
Short-term marketable securities		70.0		—		—		70.0
Restricted cash		138.6		—		—		138.6
Fuel derivative instruments (1)		—		0.0		—		0.0
Total assets	$	789.7	$	0.0	$	—	$	789.7
Liabilities:
Fuel derivative instruments (1)	$	—	$	0.0	$	—	$	0.0
Interest rate hedges (2)		—		32.5		—		32.5
Total liabilities	$	—	$	32.5	$	—	$	32.5

(1)	Fuel derivative instruments are included in Other assets and Accrued liabilities on the Consolidated Balance Sheet.
(2)	Interest rate hedges are included in Accrued liabilities on the Consolidated Balance Sheet.

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The carrying amounts and estimated fair values of our long-term debt at December 31, 2009 were as follows:

			Estimated Fair
	Carrying Value		Value
	(in millions)
Convertible subordinated notes	$	328.4	$	310.5
Senior notes		201.5		202.8
Term loan		59.8		59.8
2006 secured railcar equipment notes		304.7		298.2
Warehouse facility		141.4		141.4
Promissory notes		515.4		506.5
2009 secured railcar equipment notes		237.6		237.6
Capital lease obligations		53.6		53.6
Other		2.7		2.7
Total	$	1,845.1	$	1,813.1

The estimated fair values of our convertible subordinated notes and senior notes were based on quoted market prices as of December 31, 2009. The estimated fair values of our 2006 secured railcar equipment notes and promissory notes were based on our estimate of their fair value as of December 31, 2009 determined by discounting their future cash flows at an appropriate market interest rate. The carrying values of our warehouse facility and term loan approximate fair value because the interest rates adjust to market interest rates and there has been no change in the Company’s credit rating since the loan agreements were entered into during 2009. The fair values of all other financial instruments are estimated to approximate carrying value.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market to that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents, short-term marketable securities and restricted cash are instruments of the United States Treasury, United States government agencies or fully-insured certificates of deposit.

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s fuel derivative instruments, which are commodity options, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty.

Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Note 4.  Segment Information

The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (2) the Construction Products Group, which manufactures and sells highway products, concrete and aggregates, and asphalt; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including structural wind towers, tank containers and tank heads for pressure and non-pressure vessels, and propane tanks; and (5) the Railcar Leasing and Management Services Group, which provides fleet management, maintenance, and leasing services. The category All Other includes our captive insurance and transportation companies; legal, environmental, and upkeep costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges. Gains and losses from the sale of property, plant, and equipment related to manufacturing, except for the concrete and aggregates operations, are recorded in the cost of revenues of the All Other Segment. Gains and losses from the sale of property, plant, and equipment for the Railcar Leasing and

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Management Services Group and the concrete and aggregates operations included in the Construction Products Group are recorded in the cost of revenues of these respective segments because the assets in these two groups are dedicated to these specific operations. All other property, plant, and equipment can be and has been utilized by multiple segments.

Sales and related net profits from the Rail Group to the Railcar Leasing and Management Services Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers giving consideration for quantity, features, and production demand. Sales of railcars from the lease fleet are included in the Railcar Leasing and Management Services Group. See Note 6 Equity Investment for discussion of sales to a company in which we have an equity investment.

The financial information from continuing operations for these segments is shown in the tables below. We operate principally in North America.

Year Ended December 31, 2009

									Operating
	Revenues								Profit						Depreciation &			Capital
	External		Intersegment			Total			(Loss)			Assets			Amortization			Expenditures
									(in millions)
Rail Group	$	485.2	$	410.1		$	895.3		$	(355.9	)	$	450.7		$	25.0		$	19.6
Construction Products Group		524.0		14.5			538.5			32.6			277.3			23.5			11.6
Inland Barge Group		527.3		—			527.3			125.2			69.4			6.1			1.3
Energy Equipment Group		502.2		7.8			510.0			73.8			242.0			16.9			9.1
Railcar Leasing and Management Services Group		524.5		—			524.5			149.0			3,167.3			82.4			381.8
All Other		12.0		36.4			48.4			0.8			27.6			3.1			2.0
Corporate		—		—			—			(30.6	)		753.1			4.2			3.8
Eliminations-Lease subsidiary		—		(391.6	)		(391.6	)		(22.6	)		(329.0	)		—			—
Eliminations – Other		—		(77.2	)		(77.2	)		(3.0	)		(2.0	)		(0.4	)		—
Consolidated Total	$	2,575.2	$	—		$	2,575.2		$	(30.7	)	$	4,656.4		$	160.8		$	429.2

Year Ended December 31, 2008

									Operating
	Revenues								Profit						Depreciation &			Capital
	External		Intersegment			Total			(Loss)			Assets			Amortization			Expenditures
									(in millions)
Rail Group	$	1,381.0	$	1,182.4		$	2,563.4		$	247.7		$	1,098.6		$	26.9		$	43.4
Construction Products Group		719.7		21.5			741.2			64.2			335.1			24.7			25.5
Inland Barge Group		625.2		—			625.2			119.2			135.9			5.3			8.7
Energy Equipment Group		605.7		26.9			632.6			100.3			301.9			12.1			42.7
Railcar Leasing and Management Services Group		535.9		—			535.9			158.9			3,020.3			65.2			1,110.8
All Other		15.3		63.4			78.7			7.0			41.8			2.6			8.6
Corporate		—		—			—			(41.3	)		325.2			4.0			3.4
Eliminations – Lease subsidiary		—		(1,162.4	)		(1,162.4	)		(86.3	)		(342.3	)		—			—
Eliminations – Other		—		(131.8	)		(131.8	)		(10.2	)		(4.9	)		(0.5	)		—
Consolidated Total	$	3,882.8	$	—		$	3,882.8		$	559.5		$	4,911.6		$	140.3		$	1,243.1

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Year Ended December 31, 2007

									Operating
	Revenues								Profit						Depreciation &		Capital
	External		Intersegment			Total			(Loss)			Assets			Amortization		Expenditures
									(in millions)
Rail Group	$	1,540.0	$	841.5		$	2,381.5		$	347.6		$	1,172.2		$	23.6	$	83.3
Construction Products Group		731.2		1.8			733.0			72.4			342.4			24.1		31.9
Inland Barge Group		493.2		—			493.2			72.6			115.8			4.2		8.2
Energy Equipment Group		422.4		11.5			433.9			50.1			228.0			7.8		48.5
Railcar Leasing and Management Services Group		631.7		—			631.7			161.2			2,039.9			51.0		705.4
All Other		14.3		55.5			69.8			4.6			45.1			2.0		10.1
Corporate		—		—			—			(34.9	)		341.5			6.2		6.7
Eliminations – Lease subsidiary		—		(828.5	)		(828.5	)		(138.0	)		(247.4	)		—		—
Eliminations – Other		—		(81.8	)		(81.8	)		(5.8	)		(1.4	)		—		—
Consolidated Total	$	3,832.8	$	—		$	3,832.8		$	529.8		$	4,036.1		$	118.9	$	894.1

Corporate assets are composed of cash and cash equivalents, short-term marketable securities, notes receivable, certain property, plant, and equipment, and other assets. Capital expenditures do not include business acquisitions.

Externally reported revenues and operating profit for our Mexico operations for the years ended December 31, 2009, 2008, and 2007 are presented below:

	External Revenues						Operating Profit
	Year Ended						Year Ended
	December 31,						December 31,
	2009		2008		2007		2009		2008		2007
					(in millions)
Mexico	$	86.8	$	119.0	$	73.3	$	15.2	$	31.1	$	12.5

Total assets and long-lived assets for our Mexico operations as of December 31, 2009 and 2008 are presented below:

	Total Assets				Long-Lived Assets
	December 31,
	2009		2008		2009		2008
			(in millions)
Mexico	$	213.9	$	266.9	$	164.1	$	174.3

Note 5. Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group (“Leasing Group”) provides fleet management, maintenance, and leasing services. Selected combined financial information for the Leasing Group is as follows:

	December 31,			December 31,
	2009			2008
	(in millions)
Cash	$	6.7		$	12.7
Leasing equipment:
Machinery and other		38.1			37.0
Equipment on lease		3,098.9			2,973.2
		3,137.0			3,010.2
Accumulated depreciation		(286.9	)		(232.7	)
		2,850.1			2,777.5
Restricted cash		138.6			112.1
Debt:
Recourse		113.4			61.4
Non-recourse		1,199.1			1,190.3

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	Year Ended December 31,
	2009		2008		2007
	(In millions)
Revenues	$	524.5	$	535.9	$	631.7
Operating profit		149.0		158.9		161.2

For the years ended December 31, 2009, 2008, and 2007, revenues of $183.8 million, $134.2 million, and $283.6 million, respectively, and operating profit of $22.7 million, $16.6 million, and $38.9 million, respectively, were related to sales of railcars from the lease fleet to a company in which Trinity holds an equity investment. See Note 6 Equity Investment.

The Leasing Group’s interest expense, which is not a component of operating profit and includes the effects of hedges related to the Leasing Group’s debt, was $80.1 million, $67.2 million, and $43.1 million for the years ended December 31, 2009, 2008, and 2007, respectively. Rent expense, which is a component of operating profit, was $46.7 million, $44.8 million, and $45.1 million for the years ended December 31, 2009, 2008, and 2007, respectively.

Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by the Rail Group and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future minimum rental revenues on leases in each year are as follows:

	2010		2011		2012		2013		2014		Thereafter		Total
					(in millions)
Future Contractual Minimum Rental Revenues on Leases	$	208.8	$	168.4	$	132.4	$	101.1	$	75.5	$	192.6	$	878.8

Debt. The Leasing Group’s debt at December 31, 2009 consists of both recourse and non-recourse debt. In February 2009, the Company repaid in full the $61.4 million of recourse debt outstanding at December 31, 2008 while entering into a seven-year $61.0 million term loan agreement in the second quarter of 2009. New capital lease obligations totaling $56.6 million were entered into during the year ended December 31, 2009. These new debt obligations are guaranteed by the Company and secured by railcar equipment and related leases. See Note 11 Debt for the form, maturities, and descriptions of the debt. Leasing Group equipment with a net book value of approximately $1,870.2 million is pledged as collateral for Leasing Group debt including equipment with a net book value of $53.8 million securing capital lease obligations. Certain wholly owned subsidiaries of the Company, including Trinity Industries Leasing Company, are guarantors of the Company’s senior debt and certain operating leases. See Note 19 Financial Statements for Guarantors of the Senior Debt for further discussion.

Off Balance Sheet Arrangements. In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). Each Trust financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trusts and therefore, the debt related to the Trusts is not included as part of these consolidated financial statements. The Leasing Group, through newly formed, wholly owned qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third party customers under shorter term operating rental agreements. Under the terms of the operating lease agreements between the subsidiaries and the Trusts, the Leasing Group has the option to purchase at a predetermined fixed price, certain of the railcars from the Trusts in 2016 and other railcars in 2019. The Leasing Group also has options to purchase the railcars at the end of the respective lease agreements in 2023, 2026, and 2027 at the then fair market value of the railcars as determined by a third party, independent appraisal. At the expiration of the operating lease agreements, the Company has no further obligations with respect to the leased railcars.

These Leasing Group’s subsidiaries had total assets as of December 31, 2009 of $230.6 million, including cash of $84.4 million and railcars of $105.3 million. The rights, title, and interest in each sublease, cash, and railcars are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and

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cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future minimum rental revenues related to these leases due to the Leasing Group are as follows:

Non-recourse Leases

	2010		2011		2012		2013		2014		Thereafter		Total
					(in millions)
Future Operating Lease Obligations of Trusts’ Cars	$	40.7	$	41.7	$	44.9	$	46.1	$	45.3	$	429.7	$	648.4
Future Contractual Minimum Rental Revenues of Trusts’ Cars	$	54.8	$	44.5	$	36.2	$	24.6	$	15.8	$	55.7	$	231.6

In each transaction the Leasing Group has entered into a servicing and re-marketing agreement with the Trusts that requires the Leasing Group to endeavor, consistent with customary commercial practice as would be used by a prudent person, to maintain railcars under lease for the benefit of the Trusts. The Leasing Group also receives management fees under the terms of the agreements. In each transaction, an independent trustee for the Trust has authority for appointment of the railcar fleet manager.

Operating Lease Obligations. During the year ended December 31, 2009, the Leasing Group entered into operating lease obligations totaling $40.8 million that are guaranteed by the Company and secured by railcar equipment and related leases. Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases with the Trusts are as follows:

	2010		2011		2012		2013		2014		Thereafter		Total
					(in millions)
Future Operating Lease Obligations	$	5.7	$	5.0	$	4.4	$	4.4	$	4.4	$	18.0	$	41.9
Future Contractual Minimum Rental Revenues	$	5.2	$	4.4	$	3.1	$	2.7	$	2.4	$	9.3	$	27.1

Note 6. Equity Investment

In 2007, the Company and five other equity investors unrelated to the Company or its subsidiaries formed TRIP Rail Holdings LLC (“TRIP Holdings”) for the purpose of providing railcar leasing and management services in North America. TRIP Holdings, through its wholly-owned subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”) purchased railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and third-party debt from 2007 through June 2009. The Company provided 20% of the total of all capital contributions required by TRIP Holdings in exchange for 20% of the equity in TRIP Holdings. In 2009, the Company acquired an additional 8.16% equity ownership in TRIP Holdings for approximately $16.2 million from another equity investor increasing the Company’s equity investment to $63.5 million. The Company receives 28.16% of the distributions made from TRIP Holdings to equity investors and has a 28.16% interest in the net assets of TRIP Holdings upon a liquidation event. The terms of the Company’s equity investment are identical to the terms of each of the other four equity investors. Railcars purchased from the Company by TRIP Leasing are required to be purchased at prices comparable with the prices of all similar railcars sold by the Company during the same period for new railcars and at prices based on third party appraised values for used railcars. The manager of TRIP Holdings, Trinity Industries Leasing Company (“TILC”), a wholly owned subsidiary of the Company, may be removed without cause as a result of a majority vote of the non-Company equity members.

In 2008 and 2007, the Company contributed $14.6 million and $21.3 million, respectively, in capital to TRIP Holdings equal to its 20% pro rata share of total capital received during those years by TRIP Holdings from the equity investors of TRIP Holdings. During the year ended December 31, 2009, Trinity contributed $11.4 million to TRIP Holdings pursuant to Trinity’s equity ownership obligation, totaling a $63.5 million investment in TRIP Holdings as of December 31, 2009 after considering equity interests purchased from another equity owner. Trinity’s

54

remaining equity commitment to TRIP Holdings is $5.5 million through June 2010. In 2007, the Company also paid $13.8 million in structuring and placement fees to the principal underwriter in conjunction with the formation of TRIP Holdings that were expensed on a pro rata basis as railcars were purchased from the Company. For the year ended December 31, 2009, $4.1 million of these restructuring and placement fees were expensed, leaving the balance fully amortized as of December 31, 2009. Such expense was treated as sales commissions included in operating costs in the Company’s Consolidated Statement of Operations. As of December 31, 2009, TRIP Leasing had purchased $1,284.7 million of railcars from the Company. Under TRIP Leasing’s debt agreement, the lenders’ availability period to finance additional railcar purchases ended on June 27, 2009. The Company has no obligation to guarantee performance under the debt agreement, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

TILC, as manager of TRIP Holdings, has the authority to bind TRIP Holdings and perform all acts necessary to conduct the business of TRIP Holdings. For its services as manager, TILC receives a monthly administrative fee and a potential performance fee. Additionally, a disposition fee may be earned by TILC if, no more than twelve months prior to a liquidity event, TILC was serving as the manager. TILC also serves as servicer under an agreement between TRIP Leasing and TILC, providing remarketing and management services. For its services as servicer, TILC receives: 1) a monthly servicing fee, 2) a broker fee on the purchase of equipment by TRIP Leasing, and 3) a sales fee on the sale of equipment by TRIP Leasing to an unaffiliated third party. The servicer may be terminated upon the occurrence and during the continuation of a servicer replacement event by a vote of the lenders with credit exposure in the aggregate exceeding 662/3%.

The equity method of accounting is being used to account for Trinity’s investment in TRIP Holdings. The Company’s carrying value of its investment in TRIP Holdings is as follows:

	December 31,			December 31,
	2009			2008
	(in millions)
Capital contributions	$	47.3		$	35.9
Equity purchased from another investor		16.2			—
Equity in earnings		3.0			0.5
Equity in unrealized losses on derivative financial instruments		(3.2	)		(9.5	)
Distributions		(6.0	)		(3.1	)
Deferred broker fees		(1.0	)		(0.8	)
	$	56.3		$	23.0

Profit on equipment sales to TRIP Leasing was recognized at the time of sale to the extent of the non-Trinity interests in TRIP Holdings. The deferred profit on the sale of equipment to TRIP Leasing pertaining to TILC’s interest in TRIP Holdings is amortized over the depreciable life of the related equipment. All other fee income to TILC earned from services provided to TRIP Holdings is recognized by TILC to the extent of the non-Trinity interests in TRIP Holdings.

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Sales of railcars to TRIP Leasing and related gains for the years ended December 31, 2009, 2008, and 2007 are as follows:

	Year Ended December 31,
	2009		2008		2007
	(in millions)
Rail Group:
Sales of railcars to TRIP Leasing	$	113.0	$	337.5	$	232.6
Gain on sales of railcars to TRIP Leasing	$	11.2	$	61.6	$	41.1
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest	$	2.8	$	12.4	$	8.2
TILC:
Sales of railcars to TRIP Leasing	$	183.8	$	134.2	$	283.6
Gain on sales of railcars to TRIP Leasing	$	30.3	$	20.8	$	48.6
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest	$	7.6	$	4.2	$	9.7

Administrative fees paid to TILC by TRIP Holdings and TRIP Leasing for the years ended December 31, 2009, 2008, and 2007 were $4.5 million, $4.1 million, and $2.5 million, respectively.

On October 15, 2009, TILC loaned TRIP Holdings $14.5 million to resolve a collateral deficiency. The note has a balance of $10.4 million as of December 31, 2009 and is repayable monthly from TRIP Holdings’ excess cash flow plus accrued interest at 11% and is expected to be repaid in full by June 2010.

On January 1, 2010, the Company adopted the provisions of a new accounting pronouncement requiring the inclusion of the consolidated financial statements of TRIP Holdings and subsidiary in the consolidated financial statements of the Company. See further discussion in Note 1 under Recent Accounting Pronouncements. The estimated condensed proforma effects on the Consolidated Balance Sheet of the Company as of December 31, 2009 of the consolidation of the financial statements of TRIP Holdings are as follows:

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	Balance Sheet as of December 31, 2009
	Trinity
	Industries,		TRIP		Eliminations			Proforma
	Inc.		Holdings					Consolidation
			(unaudited)
	(in millions)
Assets:
Cash and cash equivalents	$	611.8	$	—	$	—		$	611.8
Short-term marketable securities		70.0		—		—			70.0
Receivables		171.0		1.0		(2.3	)		169.7
Inventory		231.5		—		—			231.5
Property, plant and equipment, net		3,038.2		1,227.2		(203.4	)		4,062.0
Investment in TRIP Holdings		56.3		—		(56.3	)		—
Goodwill		180.8		—		—			180.8
Restricted cash		138.6		43.1		—			181.7
Other assets		158.2		14.9		(15.0	)		158.1
	$	4,656.4	$	1,286.2	$	(277.0	)	$	5,665.6
Liabilities:
Accounts payable and accrued liabilities	$	451.3		42.6	$	(2.3	)	$	491.6
Debt:
Recourse		646.0		—		—			646.0
Non-recourse		1,199.1		1,056.4		(10.4	)		2,245.1
		1,845.1		1,056.4		(10.4	)		2,891.1
Deferred income		77.7		—		(42.7	)		35.0
Deferred income taxes		397.9		—		—			397.9
Other liabilities		78.1		—		(0.7	)		77.4
		2,850.1		1,099.0		(56.1	)		3,893.0
Equity:
Non-controlling interest		—		—		129.9			129.9
Stockholders’ equity		1,806.3		187.2		(350.8	)		1,642.7
		1,806.3		187.2		(220.9	)		1,772.6
	$	4,656.4	$	1,286.2	$	(277.0	)	$	5,665.6

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Selected consolidating proforma financial information including the effects of TRIP Holdings as of December 31, 2009 is as follows:

	Leasing Entities
				TRIP
	Leasing			Holdings,			Corporate/
	Group			Inc.			Manufacturing			Total
				(in millions)
Cash, cash equivalents and short-term marketable securities	$	6.7		$	—		$	675.1		$	681.8
Property, plant and equipment, net		2,850.1			1,227.2			517.1			4,594.4
Deferred profit on railcars sold to TILC or TRIP		(329.0	)		(203.4	)		—			(532.4	)
		2,521.1			1,023.8			517.1			4,062.0
Restricted cash		138.6			43.1			—			181.7
Debt:
Recourse		113.4			—			654.2		$	767.6
Less: unamortized discount		—			—			(121.6	)		(121.6	)
Total recourse		113.4			—			532.6			646.0
Non-recourse		1,199.1			1,046.0			—			2,245.1
Total debt	$	1,312.5		$	1,046.0		$	532.6		$	2,891.1

Certain wholly owned subsidiaries of the Company, including Trinity Industries Leasing Company, are guarantors of the Company’s senior debt and certain operating leases. See Note 19 Financial Statements for Guarantors of the Senior Debt for further discussion.

Note 7. Derivative Instruments

We use derivative instruments to mitigate the impact of increases in interest rates and zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. For instruments designated as hedges, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives that are designated as fair value or cash flow hedges to specific assets or liabilities on the balance sheet, commitments, or forecasted transactions. At the time a derivative contract is entered into, and at least quarterly thereafter, the Company assesses whether the derivative item is effective in offsetting the changes in fair value or cash flows. Any change in fair value resulting in ineffectiveness, as defined by accounting standards issued by the FASB is recognized in current period earnings. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is recorded in AOCL as a separate component of stockholders’ equity and reclassified into earnings in the period during which the hedge transaction affects earnings. Trinity monitors its derivative positions and credit ratings of its counterparties and does not anticipate losses due to counterparties’ non-performance. See Note 3 for discussion on how the Company valued its commodity hedges and interest rate swaps at December 31, 2009.

Interest rate hedges

In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008. The weighted average fixed interest rate under these instruments was 5.34%. These interest rate swaps were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed with a principal balance of $572.2 million in May 2008. The balance is being amortized over the term of the related debt. On December 31, 2009, the balance remaining in AOCL was $17.9 million. The effect on interest expense for the year ended December 31, 2009 was an increase of $4.0 million due to the amortization of the

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AOCL balance. The effect on interest expense for the year ended December 31, 2008 was an increase of $7.1 million. Of the expense, $4.5 million was due to the ineffective portion of the hedges primarily associated with hedged interest payments that were never made and $2.6 million was due to amortization of the AOCL balance. It is expected that $3.8 million in interest expense will be recognized during 2010 from amortization of the AOCL balance.

In May 2008, we entered into an interest rate swap transaction that is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The fixed interest rate under this instrument is 4.126%. The amount recorded for this instrument as of December 31, 2009 in the consolidated balance sheet was a liability of $30.1 million, with $28.1 million of expense in AOCL. The effect on interest expense for the years ended December 31, 2009 and December 31, 2008 was an increase of $21.6 million and $5.5 million, respectively, which related to the monthly settlement of interest and in 2009, included $1.0 million in unrealized derivative losses reclassified from AOCL that was related to a partial retirement of the debt issuance. See Notes 11 and 15. Based on the fair value of the interest rate hedge as of December 31, 2009, it is expected that $18.5 million in interest expense will be recognized during 2010.

During the fourth quarter of 2008, we entered into interest rate swap transactions, with a notional amount of $200 million, which are being used to counter our exposure to changes in the variable interest rate associated with our warehouse facility. The weighted average fixed interest rate under these instruments at December 31, 2009 was 1.798%. The amount recorded for these instruments as of December 31, 2009 in the consolidated balance sheet was a liability of $2.4 million. The effect on interest expense for the years ended December 31, 2009 and December 31, 2008 was an increase of $2.9 million and $2.4 million, respectively, which included the mark to market valuation on the interest rate swap transactions and the monthly settlement of interest. Based on the fair value of the interest rate hedges as of December 31, 2009, it is expected that $2.4 million in interest expense will be recognized in 2010.

During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. The weighted average fixed interest rate under these instruments was 4.87%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. At December 31, 2009, the balance remaining in AOCL was $3.0 million of income. The effect of the amortization on interest expense for each of the years ended December 31, 2009, 2008, and 2007 was a decrease of $0.4 million. It is expected that $0.4 million in earnings will be recognized during 2010 from amortization of the AOCL balance.

Natural gas and diesel fuel

We continue a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet as of December 31, 2009 for these instruments was not significant. The effect on the consolidated statement of operations for the year ended December 31, 2009 was operating expense of $1.5 million, which includes the mark to market valuation resulting in a loss of $0.3 million. In July 2008, we settled our 2008 outstanding diesel fuel hedge contracts. The effect of the change in fair value of the diesel fuel hedges, as well as the effect of the settled 2008 diesel fuel contracts, on the consolidated statement of operations for the year ended December 31, 2008 was operating income of $9.5 million. The amount recorded in the consolidated balance sheet for natural gas hedges was a liability of $2.0 million as of December 31, 2008 and $1.0 million of expense in AOCL for both types of derivative instruments. The effect of the natural gas hedges on the consolidated statement of operations for the year ended December 31, 2008 was operating expense of $1.3 million, including losses of $0.3 million resulting from the mark to market valuation for the year ended December 31, 2008. The effect on the consolidated statement of operations for both types of derivative instruments for the year ended December 31, 2007 was operating income of $2.2 million.

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Foreign Exchange Hedge

During the year ended December 31, 2009, we entered into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of December 31, 2009. The effect on the consolidated statement of operations for the year ended December 31, 2009 was expense of $1.9 million included in other, net on the consolidated statement of operations.

Zinc

In 2008, we continued a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program was to protect our operating profit from adverse price changes by entering into derivative instruments. During the third quarter of 2009, we entered into a derivative instrument which expired on December 31, 2009. The effect of this derivative instrument on the 2009 consolidated financial statement of operations was not significant. During the fourth quarter of 2009, we entered into a derivative instrument expiring on March 31, 2010. The effect of this derivative instrument on the 2009 consolidated financial statements was not significant. The effect on the consolidated statement of operations for the years ended December 31, 2008 and December 31, 2007 was income of $1.8 million and $2.6 million, respectively.

Note 8. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of December 31, 2009 and 2008.

	December 31,			December 31,
	2009			2008
	(in millions)
Corporate/Manufacturing:
Land	$	39.1		$	38.1
Buildings and improvements		405.9			401.4
Machinery and other		708.1			685.4
Construction in progress		12.2			50.7
		1,165.3			1,175.6
Less accumulated depreciation		(648.2	)		(620.2	)
		517.1			555.4
Leasing:
Machinery and other		38.1			37.0
Equipment on lease		3,098.9			2,973.2
		3,137.0			3,010.2
Less accumulated depreciation		(286.9	)		(232.7	)
		2,850.1			2,777.5
Deferred profit on railcars sold to the Leasing Group		(329.0	)		(342.3	)
	$	3,038.2		$	2,990.6

We lease certain equipment and facilities under operating leases. Future minimum rent expense on non-Leasing Group leases in each year is (in millions): 2010 — $12.1; 2011 — $6.9; 2012 — $2.1; 2013 — $0.8; 2014 — $0.2; and $0.3 thereafter. See Note 5 Railcar Leasing and Management Services Group for information related to the lease agreements, future operating lease obligations, and future minimum rent expense associated with the Leasing Group.

We capitalized $0.9 million of interest expense as part of the cost of construction of facilities and equipment during 2008. We did not capitalize any interest expense in 2009.

We estimate the fair market value of properties no longer in use or held for sale based on the location and condition of the properties, the fair market value of similar properties in the area, and the Company’s experience

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selling similar properties in the past. As of December 31, 2009, the Company had non-operating plants with a net book value of $3.6 million. Our estimated fair value of these assets exceeds their book value.

Note 9.  Goodwill

During the second quarter of 2009, there was a significant decline in new orders for railcars and continued weakening demand for products in the Rail Group as well as a change in the average estimated railcar deliveries from independent third party research firms. Additionally, the significant number of idled railcars in the North American fleet resulted in the creation of new internal sales estimates by railcar type. Based on this information, we concluded that indications of impairment existed with respect to the Rail Group which required an interim goodwill impairment analysis and, accordingly, we performed such a test as of June 30, 2009. As a basis for our conclusion, the table below is an average of the estimates of approximate industry railcar deliveries for the next five years from two independent third party research firms, Global Insight, Inc. and Economic Planning Associates, Inc.

Average Estimated Railcar Deliveries (unaudited)

	As of January 2009	As of May 2009	Percent Change
2009	28,300	24,000	(15.2)%
2010	23,700	15,100	(36.3)%
2011	41,550	29,150	(29.8)%
2012	56,050	48,200	(14.0)%
2013	62,550	59,750	(4.5)%

Our estimate of the Rail Group’s fair value (considered to be a level three fair value measurement) utilized an income approach based on the anticipated future discounted cash flows of the Rail Group, requiring significant estimates and assumptions related to future revenues and operating profits, exit multiples, tax rates and consequences, and discount rates based upon market-based capital costs. Because the estimated fair value of the Rail Group was less than the carrying amount of its net assets, we performed step two of our goodwill impairment analysis as required by generally accepted accounting principles by estimating the fair value of individual assets and liabilities of the Rail Group in accordance with the provisions of the accounting standards pertaining to business combinations and fair value measurements. The result of our impairment analysis indicated that the remaining implied goodwill amounted to $122.5 million for our Rail Group as of June 30, 2009 and, consequently, we recorded an impairment charge of $325.0 million during the second quarter of 2009. The change in our estimate of the Rail Group’s enterprise value from December 31, 2008 to June 30, 2009 was driven by economic indicators, including third-party studies that predicted the decline in the railcar industry was likely to extend longer than was previously expected. In management’s opinion, no interim impairment tests were necessary for our remaining business segments as there had not been a significant change in market conditions for these segments since the 2008 annual impairment test. As of December 31, 2009, the Company’s annual impairment test of goodwill was completed at the reporting unit level and no additional impairment charges were determined to be necessary.

During the second quarter of 2009, we performed an interim test for recoverability of the carrying value of our Rail Group long-lived assets based on cash flow estimates consistent with those used in the goodwill impairment test. The carrying value of long-lived assets to be held and used is considered impaired only when their carrying value is not recoverable through undiscounted future cash flows and the fair value of the assets is less than their carrying value. We determined that there was no impairment of the recoverability of the Rail Group’s long-lived assets as the Rail Group’s estimated undiscounted future cash flows exceeded the carrying value of its long-lived assets.

Given the current economic environment and the uncertainties regarding the potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the duration of the ongoing economic downturn, or the period or strength of recovery, made for the purposes of the long-lived asset and goodwill impairment tests will prove to be accurate predictions of the future. If our assumptions regarding forecasted cash flows are not achieved, it is possible that additional impairments of remaining goodwill and long-lived assets may be required.

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Goodwill by segment is as follows:

	December 31,		December 31,
	2009		2008
	(in millions)
Rail	$	122.5	$	447.5
Construction Products		52.2		50.4
Energy Equipment		4.3		4.3
Railcar Leasing and Management Services		1.8		1.8
	$	180.8	$	504.0

The increase in Construction Products goodwill as of December 31, 2009 over the same period last year is due to a $2.0 million contingent payment related to an acquisition in 2007, offset by a $0.2 million reduction related to the sale of a plant.

Note 10. Warranties

The Company provides warranties against manufacturing defects generally ranging from one to five years depending on the product. The warranty costs are estimated using a two step approach. First, an engineering estimate is made for the cost of all claims that have been filed by a customer. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the years ended December 31, 2009, 2008, and 2007 are as follows:

	December 31,			December 31,			December 31,
	2009			2008			2007
				(in millions)
Beginning balance	$	25.7		$	28.3		$	28.6
Warranty costs incurred		(8.6	)		(6.2	)		(10.0	)
Warranty originations and revisions		9.8			9.7			10.3
Warranty expirations		(7.3	)		(6.1	)		(0.5	)
Currency translation		—			—			(0.1	)
Ending balance	$	19.6		$	25.7		$	28.3

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Note 11. Debt

The following table summarizes the components of debt as of December 31, 2009 and 2008.

	December 31,			December 31,
	2009			2008
	(in millions)
Corporate/Manufacturing — Recourse:
Revolving commitment	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(121.6	)		(131.2	)
		328.4			318.8
Senior notes		201.5			201.5
Other		2.7			2.7
		532.6			523.0
Leasing — Recourse:
Capital lease obligations		53.6			—
Term loan		59.8			—
Equipment trust certificates		—			61.4
		646.0			584.4
Leasing — Non-recourse:
2006 secured railcar equipment notes		304.7			320.0
2009 secured railcar equipment notes		237.6			—
Warehouse facility		141.4			312.7
Promissory notes		515.4			557.6
		1,199.1			1,190.3
Total debt	$	1,845.1		$	1,774.7

On January 1, 2009, we adopted the provisions of a new FASB accounting pronouncement that is applicable to the Company’s 3 7/8% Convertible Subordinated Notes issued June 2006. The pronouncement requires that the accounting for these types of instruments reflect their underlying economics by capturing the value of the conversion option as borrowing costs and recognizing their potential dilutive effects on earnings per share. This pronouncement required retrospective application to all periods presented and did not grandfather existing instruments.

As a result of adopting the new rules, on January 1, 2009, we recorded the following adjustments to amounts previously reported in our December 31, 2008 Consolidated Balance Sheet:

			Increase/(Decrease)
						Adjustments to
						income from
						debt issuance
			Adjustments			date through
	Originally		as of debt			December 31,
	reported		issuance date			2008			Adjusted
			(In millions)
Other assets and restricted cash	$	297.1	$	(3.2	)	$	(0.5	)	$	293.4
Deferred income taxes	$	341.9	$	56.6		$	(10.2	)	$	388.3
Debt	$	1,905.9	$	(152.6	)	$	21.4		$	1,774.7
Capital in excess of par value	$	519.9	$	92.8		$	—		$	612.7
Retained earnings	$	1,438.7	$	—		$	(11.7	)	$	1,427.0

These adjustments record the effects of (1) reclassifying $152.6 million to capital in excess of par value with an offsetting reduction to debt in the form of unamortized discount representing the amount of the proceeds received

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from the issuance of the Convertible Subordinated Notes attributable to their conversion options; (2) reclassifying $3.2 million in debt origination costs related to the Convertible Subordinated Notes from other assets to capital in excess of par value; (3) recognizing additional amortization of debt discount and debt origination costs as an increase to interest expense for the period from the issuance of the Convertible Subordinated Notes through December 31, 2008; and (4) the corresponding effect of these adjustments on deferred tax expense and deferred tax liability.

Additionally, interest expense for the years ended December 31, 2008 and December 31, 2007, was increased by $9.0 million and $8.3 million, respectively, from amounts originally reported to include amortization of debt discount and debt origination costs with offsetting tax benefits of $4.1 million and $4.3 million, respectively. The effect of these adjustments for the years ended December 31, 2008 and December 31, 2007 was to decrease basic net income per share from continuing operations by $0.07 and $0.05, respectively, and to decrease diluted net income per share from continuing operations by $0.07 and $0.05, respectively. There was no change to the discontinued operations per common share data.

As of December 31, 2009 and 2008, as adjusted, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Subordinated Convertible Notes for the years ended December 31, 2009, 2008, and 2007, is as follows:

	Year Ended December 31,
	2009		2008		2007
	(in millions)
Coupon rate interest	$	17.4	$	17.4	$	17.4
Amortized debt discount		9.6		8.8		8.1
	$	27.0	$	26.2	$	25.5

The Company’s $450 million of Convertible Subordinated Notes due 2036 (“Convertible Subordinated Notes”) bear an interest rate of 3 7/8% per annum on the principal amount payable semi-annually in arrears on June 1 and December 1 of each year. In addition, commencing with the six-month period beginning June 1, 2018, and for each six-month period thereafter, we will pay contingent interest to the holders of the Convertible Subordinated Notes under certain circumstances. The Convertible Subordinated Notes mature on June 1, 2036, unless redeemed, repurchased, or converted earlier. We may not redeem the Convertible Subordinated Notes before June 1, 2018. On or after that date, we may redeem all or part of the Convertible Subordinated Notes for cash at 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest (including any contingent interest) up to, but excluding, the redemption date. Holders of the Convertible Subordinated Notes may require us to purchase all or a portion of their notes on June 1, 2018 or upon a fundamental change. In each case, the Convertible Subordinated Notes would be purchased for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest (including any contingent interest) to, but excluding, the purchase date.

At December 31, 2009, the Convertible Subordinated Notes were convertible at a price of $51.79 per share resulting in 8,688,936 issuable shares. As of December 31, 2009, if the Subordinated Convertible Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these Notes.

Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations, leverage, and minimum net worth. Interest on the revolving credit facility is calculated at prime or LIBOR plus 75 basis points. At December 31, 2009, there were no borrowings under our $425 million revolving credit facility that matures on October 19, 2012. After $89.6 million was considered for letters of credit, $335.4 million was available under the revolving credit facility.

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The Company’s 6 1/2% senior notes (“Senior Notes”) due 2014 rank equally with all of the Company’s existing and future senior debt but are subordinated to all the Company’s existing and future secured debt to the extent of the value of the assets securing such debt. We may redeem some or all of the Senior Notes at any time on or after March 15, 2009 at a redemption price of 103.25% in 2009, 102.167% in 2010, 101.083% in 2011 and 100.0% in 2012 and thereafter plus accrued interest. The Senior Notes could restrict our ability to incur additional debt; make certain distributions, investments, and other restricted payments; create certain liens; merge; consolidate; or sell substantially all or a portion of our assets. Certain wholly owned subsidiaries of the Company, including Trinity Industries Leasing Company, are guarantors of the Company’s Senior Notes and certain operating leases. See Note 19 Financial Statements for Guarantors of the Senior Debt for further discussion.

In May 2006, Trinity Rail Leasing V, L.P., a limited partnership (“TRL V”) and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC issued $355.0 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2006-1A (the “2006 Secured Railcar Equipment Notes”). The 2006 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated May 24, 2006, between TRL V and Wilmington Trust Company, as indenture trustee. The 2006 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.9% per annum, are payable monthly, and have a final maturity of May 14, 2036. The 2006 Secured Railcar Equipment Notes are limited recourse obligations of TRL V only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL V.

In May 2008, Trinity Rail Leasing VI LLC, a Delaware limited liability company (“TRL VI”), a limited purpose, indirect wholly-owned subsidiary of Trinity, issued $572.2 million of 30-year promissory notes (the “Promissory Notes”) to financial institutions. The Promissory Notes were secured by a portfolio of railcars valued at approximately $743.1 million, operating leases thereon, and certain cash reserves. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. TRL VI acquired the railcars securing the Promissory Notes by purchase from TILC and a subsidiary. The proceeds were used to repay a portion of our warehouse facility and to finance unencumbered railcars on our consolidated balance sheet. TILC entered into certain agreements relating to the transfer of the railcars to TRL VI and the management and servicing of TRL VI’s assets. The Promissory Notes bear interest at a floating rate of one-month LIBOR plus a margin of 1.50%. The LIBOR portion of the interest rate on the Promissory Notes is fixed at approximately 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate hedges. The interest rate margin on the Promissory Notes will increase by 0.50% on each of the seventh and eighth anniversary dates of the issuance of the Promissory Notes and by an additional 2.00% on the tenth anniversary date of the issuance of the Promissory Notes. The Promissory Notes may be prepaid at any time and may be prepaid without penalty at any time after the third anniversary date of the issuance of the Promissory Notes.

In May 2009, TILC renewed its railcar leasing warehouse facility through February 2011. Unless renewed, this facility will be payable in three equal installments in August 2011, February 2012, and August 2012. The facility, which originally matured in August 2009, was established to finance railcars owned by TILC. Railcars financed by the warehouse facility have historically been refinanced under long-term financing agreements. Specific railcars and the underlying leases secure the facility. Advances under the facility may not exceed 75% of the fair market value of the eligible railcars securing the facility as defined by the agreement. Due to the lower level of demand for railcars and the Company’s resulting need for less financing of this type, the size of the warehouse facility commitment was reduced from $600 million to $475 million at the time of the renewal. Advances under this facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.77% at December 31, 2009. At December 31, 2009, $141.4 million was outstanding and $333.6 million was available under this facility.

In November 2009, Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $238.3 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2009-1 (“the 2009 Secured Railcar Equipment Notes”). The 2009 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated November 5, 2009 between TRL VII and Wilmington Trust Company, as indenture trustee. The 2009 Secured Railcar Equipment Notes bear interest at a fixed rate of 6.657% per annum, are payable monthly, and have a final maturity date of November 16, 2039. The 2009 Secured Railcar Equipment Notes are limited recourse obligations of TRL VII only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.

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In February 2009, the Company repaid in full the $61.4 million of equipment trust certificates outstanding at December 31, 2008 while entering into a seven-year $61.0 million term loan agreement in the second quarter of 2009. New capital lease obligations totaling $56.6 million were entered into during the year ended December 31, 2009. These new debt obligations are guaranteed by the Company and secured by railcar equipment and related leases.

Principal payments due during the next five years as of December 31, 2009 are as follows:

	2010		2011		2012		2013		2014		Thereafter
					(in millions)
Recourse:
Corporate/Manufacturing	$	0.7	$	0.5	$	0.4	$	0.2	$	201.7	$	450.7
Leasing – term loan (Note 5)		2.5		2.6		2.8		3.0		3.3		45.6
Leasing – capital leases (Note 5)		2.4		2.6		2.8		2.9		3.1		39.8
Non-recourse:
Leasing – 2006 secured railcar equipment notes (Note 5)		16.4		14.9		13.7		15.4		17.2		227.1
Leasing – 2009 secured railcar equipment notes (Note 5)		8.4		10.2		9.2		10.2		9.9		189.7
Leasing – warehouse trust facility (Note 5)		4.6		7.1		4.0		—		—		—
Leasing – promissory notes (Note 5)		27.6		27.3		29.9		27.9		26.6		376.1
Total principal payments excluding termination of warehouse facility		62.6		65.2		62.8		59.6		261.8		1,329.0
Warehouse trust facility termination payments		—		42.3		83.4		—		—		—
Total principal payments	$	62.6	$	107.5	$	146.2	$	59.6	$	261.8	$	1,329.0

Commitments under letters of credit, primarily related to insurance, are $89.6 million, expiring $84.4 million in 2010 $4.2 million in 2011, and $1.0 million in 2012.

Note 12. Other, Net

Other, net (income) expense consists of the following items:

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Foreign currency exchange transactions	$	2.2		$	4.6		$	(1.7	)
(Gain) loss on equity investments		(6.5	)		(0.6	)		6.5
Other		(1.0	)		(2.6	)		(2.2	)
Other, net	$	(5.3	)	$	1.4		$	2.6

Gain on equity investments includes a $3.7 million gain from the sale of an investment during the year ended December 31, 2009.

Note 13. Income Taxes

On January 1, 2007, we adopted the provisions of an accounting pronouncement issued by the FASB regarding the accounting treatment of uncertain tax positions. As a result, we recorded a $3.1 million charge to the January 1, 2007 balance of retained earnings. This amount is inclusive of penalties and interest and net of deferred tax assets that were recorded against uncertain tax positions related to state income taxes and Federal and state interest expense that was accrued.

Prior to the adoption of the pronouncement, we had recorded $8.3 million of tax contingency reserves. Additionally, $20.7 million of deferred tax liabilities had been recorded for items that have been identified as uncertain tax positions that have now been reclassified to Other Liabilities. Upon the adoption of the pronouncement, we identified an additional $3.0 million of taxes related to uncertain tax positions which increased our total

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liability for unrecognized tax benefits on January 1, 2007 to $32.0 million. This amount was charged to January 1, 2007 retained earnings as a cumulative change in accounting principle.

The change in unrecognized tax benefits for the years ended December 31, 2009 and 2008 were as follows:

	Year Ended December 31,
	2009			2008
	(in millions)
Beginning balance	$	32.9		$	23.7
Additions for tax positions related to the current year		5.8			2.8
Additions for tax positions of prior years		7.5			9.1
Reductions for tax positions of prior years		(4.5	)		(1.9	)
Settlements		(1.5	)		—
Expirations of statute of limitations		(0.1	)		(0.8	)
Ending balance	$	40.1		$	32.9

The additions for the years ended December 31, 2009 and December 31, 2008, were amounts provided for tax positions previously taken in foreign jurisdictions and tax positions taken for Federal and state income tax purposes as well as deferred tax liabilities that have been reclassified to uncertain tax positions.

The reduction for tax positions of prior years and settlements for the year ended December 31, 2009 related primarily to a Federal position that we believe will be sustained upon audit and therefore is no longer at risk and the completion of state audits in which the Company’s tax position was not challenged by the state, respectively. The reduction for tax positions of prior years for the year ended December 31, 2008 related primarily to the completion of state audits in which the tax position was not challenged by the state and for which the position is now effectively settled.

The total amount of unrecognized tax benefits including interest and penalties at December 31, 2009 and 2008, that would affect the Company’s effective tax rate if recognized was $25.0 million and $17.1 million, respectively. There is a reasonable possibility that unrecognized Federal and state tax benefits will decrease by December 31, 2010 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by December 31, 2010 are $0.5 million. Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease significantly by December 31, 2010 due to settlements with taxing authorities. Amounts expected to settle by December 31, 2010 are $7.7 million.

Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of December 31, 2009 and 2008 was $16.0 million and $10.6 million, respectively. Income tax expense for the year ended December 31, 2009 and 2008, includes $5.4 million and $2.5 million in interest expense and penalties related to uncertain tax positions.

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The components of the provision for income taxes from continuing operations are as follows:

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Current:
Federal	$	5.8		$	(97.1	)	$	89.4
State		0.7			7.2			14.1
Foreign		7.9			14.1			6.6
Total current		14.4			(75.8	)		110.1
Deferred:
Federal		(27.1	)		250.9			48.4
State		(3.5	)		4.6			2.8
Foreign		6.8			(8.3	)		3.8
Total deferred		(23.8	)		247.2			55.0
Provision	$	(9.4	)	$	171.4		$	165.1

Deferred income taxes represent the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax liabilities and assets are as follows:

	December 31,
	2009			2008
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	563.6		$	532.7
Convertible debt		74.0			67.9
Total deferred tax liabilities		637.6			600.6
Deferred tax assets:
Workers compensation, pensions, and other benefits		53.1			49.9
Warranties and reserves		16.7			19.8
Equity items		48.2			79.7
Tax loss carryforwards and credits		104.5			32.4
Inventory		7.6			8.9
Accrued liabilities and other		2.6			9.8
Total deferred tax assets		232.7			200.5
Net deferred tax liabilities before valuation allowance		404.9			400.1
Valuation allowance		15.6			4.4
Net deferred tax liabilities before reserve for uncertain tax positions		420.5			404.5
Deferred tax liabilities included in reserve for uncertain tax positions		(22.6	)		(16.2	)
Adjusted net deferred tax liabilities	$	397.9		$	388.3

At December 31, 2009, the Company had $174.1 million of Federal consolidated net operating loss carry forwards and tax effected $5.1 million of state loss carry forwards. The Federal tax loss carry forwards are due to expire between 2010 and 2029. Management is currently evaluating the advisability of carrying back a portion of this tax loss to recover taxes paid in prior years and the impact the carry back would have on tax credits which have been previously realized. Thus, at this time we are reflecting the entire tax loss carry forward within our Deferred tax asset account. We have established a valuation allowance for state net operating losses which may not be realizable. These net operating losses expire between 2010 and 2029. We have also established valuation allowances against certain credits that have a short carry forward period and will most likely not be utilized.

Realization of deferred tax assets is dependent on generating sufficient taxable income in future periods. We have established valuation allowances against tax losses and credits that we will most likely be unable to utilize. We

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believe that it is more likely than not that we will be able to generate sufficient future taxable income to utilize the remaining deferred tax assets.

We are currently under three separate Internal Revenue Service (“IRS”) examination cycles. These include the tax years ended 1998 through 2002; 2004 through 2005; and 2006 through 2008. Thus our statute remains open from the year ended March 31, 1998, forward. We have agreed upon all issues related to the 1998-2002 exam cycle and are currently waiting for the final Revenue Agent Report and tax assessment. We expect to receive this report and assessment during the first quarter of 2010. We are fully reserved for these issues and have made a preliminary tax payment to stop the accrual of additional interest. We have also concluded the field work for the 2004-2005 exam cycle and have been issued a Revenue Agent Report, or “30-Day Letter.” Certain issues have been agreed upon by us and the IRS and certain issues remain unresolved. Accordingly, we have appealed those unresolved issues to the Appeals Division of the IRS. Due to the uncertainty of the length of the appeals process and possible post-appeals litigation on any issues, the statute related to the 2004-2005 exam cycle will remain open for an indeterminable period of time. Likewise, as the 2006-2008 cycle has only recently begun, we are unable to determine how long these periods will remain open.

In addition, the statute of limitations governing the right of Mexico’s tax authorities to audit the tax returns of our operations in Mexico remains open for the 2002 tax year forward. Our Mexico subsidiaries are currently under audit for the 2002 and 2003 tax years. During the fourth quarter of 2009, the Mexican government issued a preliminary observation of issues regarding our 2002 transfer pricing but has not issued an assessment. We anticipate receiving a final assessment during the third quarter of 2010. We expect that we will not agree with their final findings and thus anticipate challenging the final assessment. Accordingly, we are unable to estimate when the 2002-2003 examination period will conclude. Our Swiss subsidiary has been audited through the 2007 tax year and no adjustments have been proposed. Our various other European subsidiaries, including subsidiaries that were sold in 2006, are impacted by various statutes of limitations which are generally open from 2003 forward. An exception to this is our discontinued operations in Romania, which have been audited through 2004. Generally, states’ statutes in the United States are open from 2002 forward.

The Company received income tax refunds of $111.4 million during the year ended December 31, 2009. During the third quarter of 2009, the Company filed a superseded Federal tax return, final Mexican tax returns and some state tax returns that resulted in additional tax refunds in excess of amounts previously estimated.

The provision for income taxes from continuing operations results in effective tax rates different from the statutory rates. The following is a reconciliation between the statutory United States Federal income tax rate and the Company’s effective income tax rate:

	Year Ended December 31,
	2009			2008			2007
Statutory rate		35.0	%		35.0	%		35.0	%
State taxes		1.9			1.7			3.6
Impairment of goodwill		(23.7	)		—			—
Changes in tax laws and rates		—			—			(1.2	)
Changes in valuation allowance		(6.5	)		—			—
Other, net		(0.3	)		1.1			(1.1	)
Total taxes		6.4	%		37.8	%		36.3	%

Income (loss) from continuing operations before income taxes for the year ended December 31, 2009, 2008, and 2007 was $(158.4) million, $430.5 million, and $438.2 million, respectively, for United States operations, and $11.5 million, $23.3 million, and $16.7 million, respectively, for foreign operations. The Company has provided United States deferred income taxes on the un-repatriated earnings of its foreign operations. The Company has $25.9 million of foreign tax credit carry forwards which will expire between 2014 and 2019.

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Note 14. Employee Retirement Plans

The Company sponsors defined benefit plans and defined contribution profit sharing plans which provide income and death benefits for eligible employees. The annual measurement date of the benefit obligations, fair value of plan assets, and funded status is December 31.

Actuarial Assumptions

	Year Ended December 31,
	2009			2008			2007
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate		6.10	%		6.50	%		6.50	%
Compensation increase rate		3.00	%		4.00	%		4.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate		6.50	%		6.50	%		6.00	%
Long-term rate of return on plan assets		7.75	%		7.75	%		7.75	%
Compensation increase rate		4.00	%		4.00	%		4.00	%

The expected long-term rate of return on plan assets is an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, we developed estimates based upon the anticipated performance of the assets in its portfolio.

Components of Net Retirement Cost

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Expense Components
Service cost	$	3.0		$	9.7		$	11.3
Interest		19.7			20.8			19.6
Expected return on plan assets		(15.7	)		(20.1	)		(17.6	)
Amortization and deferral:
Actuarial loss		4.2			1.8			4.1
Prior service cost		0.1			0.2			0.2
Transition asset		—			(0.1	)		(0.1	)
Profit sharing		7.6			7.6			7.0
Other		(0.4	)		—			—
Net expense	$	18.5		$	19.9		$	24.5

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Obligations and Funded Status

	Year Ended December 31,
	2009			2008
	(in millions)
Accumulated Benefit Obligations	$	326.0		$	294.3
Projected Benefit Obligations
Beginning of year	$	334.0		$	316.8
Service cost		3.0			9.7
Interest		19.7			20.8
Benefits paid		(11.6	)		(11.2	)
Actuarial (gain) loss		15.1			(2.1	)
Curtailments		(33.8	)		—
Settlements		(0.3	)		—
End of year	$	326.1		$	334.0
Plans’ Assets
Beginning of year	$	200.6		$	249.6
Actual return on assets		49.6			(63.6	)
Employer contributions		19.3			25.8
Benefits paid		(11.6	)		(11.2	)
Settlements		(0.3	)		—
End of year	$	257.6		$	200.6
Consolidated Balance Sheet Components
Funded status	$	(68.5	)	$	(133.4	)

The unfunded status of the plans of $68.5 million at December 31, 2009 was recognized in the accompanying balance sheet as accrued pension liability and included in Accrued Liabilities. No plan assets are expected to be returned to us during the year ending December 31, 2010.

Amounts Recognized in Other Comprehensive Income (Loss)

	Year Ended December 31,
	2009		2008			2007
	(In millions)
Actuarial gain (loss)	$	18.7	$	(81.6	)	$	25.8
Amortization of actuarial loss		4.2		1.9			4.1
Amortization of prior service cost		0.1		0.2			0.2
Amortization of transition asset		—		(0.1	)		(0.1	)
Curtailments		33.5		—			—
Total before income taxes		56.5		(79.6	)		30.0
Income tax expense (benefit)		20.9		(29.0	)		11.3
Net amount recognized in other comprehensive income (loss)	$	35.6	$	(50.6	)	$	18.7

Included in AOCL at December 31, 2009 were the following amounts that have not been recognized in net periodic pension cost: prior service cost of $0.3 million ($0.2 million net of related income taxes) and unrecognized actuarial losses of $80.5 million ($50.6 million net of related income taxes).

Actuarial loss included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2010 is $2.4 million ($1.5 million net of related income taxes).

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Plan Assets

The estimated fair value of plan assets at year end 2009 and 2008, indicating input levels used to determine fair value, and the range of target asset allocations are as follows:

	Target			December 31,		December 31,
	Allocation			2009		2008
				(in millions)
Asset category:
Cash and cash equivalents – Level 1				$	4.4	$	15.0
Equity securities
Level 1					80.4		49.8
Level 2					77.9		51.4
		55-65	%		158.3		101.2
Fixed income – Level 1
Corporate					69.1		60.1
Government agencies					25.8		24.3
		35-45	%		94.9		84.4
Total				$	257.6	$	200.6

The Company’s pension investment strategies have been developed as part of a comprehensive asset/liability management process that considers the relationship between both the assets and liabilities of the plans. These strategies consider not only the expected risk and returns on plan assets, but also the actuarial projections of liabilities, projected contributions, and funded status. The equity allocation is heavily weighted toward domestic large capitalized companies. There is also a lesser exposure to domestic small/mid cap companies, as well as, international equities. The fixed income allocation is equally split between a limited duration portfolio and a core plus portfolio that has a duration in-line with published bond indices. This asset mix is designed to meet the longer-term obligations of the plan as projected by actuarial studies.

The principal pension investment strategies include asset allocation and active asset management. The range of target asset allocations has been determined after giving consideration to the expected returns of each asset category, the expected performance of each asset category, the volatility of the asset returns over time and the complementary nature of the asset mix within the portfolio. Each asset category is managed by external money managers with the objective of generating returns that exceed market-based benchmarks.

Cash Flows

Employer contributions for the year ending December 31, 2010 are expected to be $12.3 million for the defined benefit plans compared to $19.3 million contributed during 2009. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2010 are expected to be $7.7 million compared to $7.4 million during 2009.

Benefit payments expected to be paid during the next ten years are as follows:

	Amounts
	(in millions)
2010	$	12.8
2011		13.7
2012		15.1
2013		16.6
2014		18.2
2015-2019		121.2

During the first quarter of 2009, the Company amended its Supplemental Retirement Plan (the “Supplemental Plan”) to reduce future retirement plan costs. This amendment provides that all benefit accruals under the Supplemental Plan cease effective March 31, 2009, and the Supplemental Plan was frozen as of that date. In addition, the Company amended the Trinity Industries, Inc. Standard Pension Plan (the “Pension Plan”). This

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amendment was designed to reduce future pension costs and provides that, effective March 31, 2009, all future benefit accruals under the Pension Plan automatically cease for all participants, and the accrued benefits under the Pension Plan were determined and frozen as of that date. Accordingly, as a result of these amendments, accrued pension liability was reduced by $44.1 million with an offsetting reduction in funded status of pension liability included in AOCL.

Note 15. Accumulated Other Comprehensive Loss

Comprehensive net income (loss) is as follows:

	Year Ended December 31,
	2009			2008			2007
	(in millions)
Net income (loss)	$	(137.7	)	$	280.9		$	289.1
Other comprehensive income (loss):
Change in currency translation adjustment, net of tax expense of $0.0, $0.1, and $0.2		—			0.2			0.2
Change in funded status of pension liability, net of tax expense (benefit) of $20.9, $(29.0), and $11.3		35.6			(50.6	)		18.7
Change in unrealized (loss) gain on derivative financial instruments, net of tax (benefit) expense of $12.0, $(23.4), and $(6.3)		27.8			(48.3	)		(11.3	)
Other changes, net of tax benefit of $(0.0), (0.6), and (0.0)		(0.1	)		(1.0	)		—
Comprehensive net income (loss)	$	(74.4	)	$	181.2		$	296.7

The components of accumulated other comprehensive loss are as follows:

	December 31,			December 31,
	2009			2008
	(in millions)
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.1)	$	(17.1	)	$	(17.1	)
Funded status of pension liability, net of tax benefit of $(30.0) and $(50.9)		(50.8	)		(86.4	)
Unrealized loss on derivative financial instruments, net of tax benefit of $(15.9) and $(28.0)		(29.0	)		(56.8	)
Other changes, net of tax benefit of $(0.7) and $(0.6)		(1.1	)		(1.0	)
	$	(98.0	)	$	(161.3	)

See Note 7 Derivative Instruments for information on the reclassification of amounts in accumulated other comprehensive loss into earnings.

Note 16.  Stock-Based Compensation

The Company’s 2004 Stock Option and Incentive Plan (“the Plan”) authorized 2,500,000 (not adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations; and (iii) shares covered by an award settled in cash. At December 31, 2009, a total of 1,496,209 shares were available for issuance. The Plan provides for the granting of nonqualified and incentive stock options having maximum ten-year terms to purchase common stock at its market value on the award date; stock appreciation rights based on common stock fair market values with settlement in common stock or cash; restricted stock; restricted stock units; and performance awards with settlement in common stock or cash on achievement of specific business objectives. Under previous plans, nonqualified and incentive stock options, restricted shares, and restricted stock units were granted at their fair market values. Options become exercisable in various percentages over periods ranging up to five years.

73

On January 1, 2006, we adopted the accounting standard which required companies to recognize in their financial statements the cost of employee services received in exchange for awards of equity instruments. This is referred to as share-based payments. These costs were based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for both new share-based awards and share-based awards granted prior to, but not yet vested, as of January 1, 2006. The Company uses the Black-Scholes-Merton option pricing model to determine the fair value of stock options granted to employees, consistent with that used for pro forma disclosures under the accounting standard for stock-based compensation. Stock-based compensation totaled approximately $13.5 million, $18.7 million, and $18.6 million for the years ended December 31, 2009, 2008, and 2007, respectively.

The income tax benefit related to stock-based compensation expense was $2.3 million, $6.7 million, and $9.8 million for the years ended December 31, 2009, 2008, and 2007, respectively. In accordance with the accounting standard, the Company has presented excess tax benefits from the exercise of stock-based compensation awards as a financing activity in the consolidated statement of cash flows. No stock-based compensation costs were capitalized as part of the cost of an asset for the years ended December 31, 2009, 2008, and 2007.

Stock Options

Effective with the adoption of this accounting standard, expense related to stock options issued to eligible employees under the Plan is recognized over their vesting period on a straight line basis. Stock options generally vest over 5 years and have contractual terms of 10 years.

						Weighted-
						Average
				Weighted-		Remaining
	Number			Average		Contractual		Aggregate
	of			Exercise		Terms		Intrinsic
	Shares			Price		(Years)		Value
								(in millions)
Options outstanding at December 31, 2008		1,310,593		$	16.55
Granted		—			—
Exercised		(81,620	)		14.05
Cancelled		(213,508	)		19.18
Options outstanding at December 31, 2009		1,015,465			16.20		5.9	$	1.7
Options exercisable at December 31, 2009		543,940		$	16.03		3.5	$	1.2

At December 31, 2009, unrecognized compensation expense related to stock options was $1.6 million. At December 31, 2009, for unrecognized compensation expense related to stock options, the weighted average recognition period was 2.2 years. The intrinsic value of options exercised totaled approximately $0.3 million, $8.7 million, and $19.7 million during fiscal years 2009, 2008, and 2007, respectively.

Restricted Stock

Restricted share awards consist of restricted stock and restricted stock units. Expense related to restricted stock and restricted stock units issued to eligible employees under the Plan is recognized ratably over the vesting period or to the date on which retirement eligibility is achieved, if shorter. Restricted stock and restricted stock units issued to eligible employees under our long-term incentive plans generally vest one-third per year on the first, third, and fifth anniversary, one-third per year on the fourth, sixth, and eighth anniversary or one-hundred percent on the fifth anniversary of the date of grant. Certain awards vest one-hundred percent upon the employee’s retirement from the Company or when the employee’s age plus years of vested service equal 80. Restricted stock units issued to non-employee directors under the Plan vest on the grant date or on the first business day immediately preceding the next Annual Meeting of Stockholders.

74

				Weighted
	Number of			Average Fair
	Restricted			Value per
	Share Awards			Award
Restricted share awards outstanding at December 31, 2008		2,594,668		$	29.67
Granted		877,201			15.68
Vested		(477,532	)		26.53
Forfeited		(192,547	)		28.96
Restricted share awards outstanding at December 31, 2009		2,801,790		$	25.32

At December 31, 2009, unrecognized compensation expense related to restricted share awards totaled approximately $41.0 million which will be recognized over a weighted average period of 5.0 years. The total fair value of shares vested during fiscal years 2009, 2008, and 2007 was $7.4 million, $10.3 million, and $13.5 million, respectively.

Note 17. Earnings Per Common Share

On January 1, 2009, we adopted the provisions of the new FASB accounting pronouncement requiring that unvested share-based payment awards containing non-forfeitable rights to dividends be considered participating securities and included in the computation of earnings per share pursuant to the two-class method. This pronouncement requires that, upon adoption, all prior period earnings per share data presented be adjusted retrospectively. The effect of adopting this pronouncement for the years ended December 31, 2008 and December 31, 2007 was to decrease basic net income per common share from continuing operations by $0.11 and $0.10, respectively. The effect of adopting this pronouncement for the years ended December 31, 2008 and December 31, 2007 was to decrease diluted net income per common share from continuing operations by $0.07 and $0.05, respectively. There was no change to the discontinued operations per common share data.

Basic earnings per common share is computed by dividing net income remaining after allocation to unvested restricted shares by the weighted average number of common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. Total weighted average restricted shares and antidilutive stock options were 3.7 million shares, 2.6 million shares, and 2.3 million shares, respectively, for the years ended December 31, 2009, 2008 and 2007, respectively.

75

The computation of basic and diluted net income (loss) applicable to common stockholders is as follows:

	Year Ended December 31, 2009
						Earnings
				Avg. Shares		(Loss)
	Income (Loss)			Outstanding		Per Share
	(in millions, except per share amounts)
Loss from continuing operations	$	(137.5	)
Unvested restricted share participation		(1.0	)
Loss from continuing operations — basic		(138.5	)		76.4	$	(1.81	)
Effect of dilutive securities:
Stock options		—			—
Loss from continuing operations — diluted	$	(138.5	)		76.4	$	(1.81	)
Loss from discontinued operations, net of taxes	$	(0.2	)
Loss allocable to unvested restricted shares		—
Loss from discontinued operations, net of taxes — basic		(0.2	)		76.4	$	(0.00	)
Effect of dilutive securities:
Stock options		—			—
Loss from discontinued operations, net of taxes — diluted	$	(0.2	)		76.4	$	(0.00	)

	Year Ended December 31, 2008
						Earnings
				Avg. Shares		(Loss)
	Income (Loss)			Outstanding		Per Share
	(in millions, except per share amounts)
Income from continuing operations	$	282.4
Unvested restricted share participation		(9.0	)
Income from continuing operations — basic		273.4			78.4	$	3.49
Effect of dilutive securities:
Stock options		—			0.4
Income from continuing operations — diluted	$	273.4			78.8	$	3.47
Loss from discontinued operations, net of taxes	$	(1.5	)
Loss allocable to unvested restricted shares		—
Loss from discontinued operations, net of taxes — basic		(1.5	)		78.4	$	(0.02	)
Effect of dilutive securities:
Stock options		—			0.4
Loss from discontinued operations, net of taxes — diluted	$	(1.5	)		78.8	$	(0.02	)

76

	Year Ended December 31, 2007
						Earnings
				Avg. Shares		(Loss)
	Income (Loss)			Outstanding		Per Share
	(in millions, except per share amounts)
Income from continuing operations	$	289.8
Unvested restricted share participation		(8.1	)
Income from continuing operations — basic		281.7			78.7	$	3.58
Effect of dilutive securities:
Stock options		—			0.7
Income from continuing operations — diluted	$	281.7			79.4	$	3.55
Loss from discontinued operations, net of taxes	$	(0.7	)
Loss allocable to unvested restricted shares		—
Loss from discontinued operations, net of taxes —basic		(0.7	)		78.7	$	(0.01	)
Effect of dilutive securities:
Stock options		—			0.7
Loss from discontinued operations, net of taxes — diluted	$	(0.7	)		79.4	$	(0.01	)

Note 18. Commitments and Contingencies

Barge Litigation

The Company and its wholly owned subsidiary, Trinity Marine Products, Inc., were co-defendants in a class-action lawsuit filed in April 2003 entitled Waxler Transportation Company, Inc. v. Trinity Marine Products, Inc., et al. A settlement of this case was approved by the court and became final February 13, 2008. The Court Appointed Disbursing Agent (“CADA”) prepared an Allocation Plan and Distribution Plan for the disbursement of settlement compensation that was approved by the court on November 14, 2008. As of December 31, 2009, based on instructions from the CADA to the settlement funds escrow agent, the Company had received $3.6 million in refunds of unclaimed settlement funds.

Other Litigation and Contingencies

The Company is involved in other claims and lawsuits incidental to our business. Based on information currently available, it is management’s opinion that the ultimate outcome of all current litigation and other claims, including settlements, in the aggregate will not have a material adverse effect on the Company’s overall financial condition for purposes of financial reporting. However, resolution of certain claims or lawsuits by settlement or otherwise could impact the operating results of the reporting period in which such resolution occurs.

Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $6.5 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. Other than with respect to the foregoing, we believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

Other Commitments

Non-cancelable purchase obligations, principally for the Inland Barge Group, are $44.2 million in 2010.

77

Note 19. Financial Statements for Guarantors of the Senior Debt

The Company’s senior debt and certain operating leases are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s wholly owned subsidiaries: Transit Mix Concrete & Materials Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Trinity North American Freight Car, Inc., Trinity Tank Car, Inc., and Trinity Parts & Components, LLC. No other subsidiaries guarantee the senior debt. As of December 31, 2009, assets held by the non-guarantor subsidiaries included $138.6 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $1,870.2 million of equipment securing certain debt, $105.3 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $213.9 million of assets located in foreign locations. As of December 31, 2008, assets held by the non-guarantor subsidiaries included $112.1 million of restricted cash that was not available for distribution to the Parent , $1,546.5 million of equipment securing certain debt, $107.2 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $266.9 million of assets located in foreign locations.

The following financial information presents condensed consolidated statements of operations, balance sheets, and statements of cash flows for Trinity Industries, Inc., its guarantor subsidiaries and non-guarantor subsidiaries. The information is presented on the basis of Trinity Industries, Inc. accounting for its ownership of its wholly owned subsidiaries using the equity method of accounting. Inter-company transactions of goods and services between the guarantor and non-guarantor subsidiaries are presented as intercompany receivable/(payable), net. The following represents the supplemental consolidated condensed financial information of Trinity Industries, Inc., the issuer of the Senior Notes, and its guarantor and non-guarantor subsidiaries, as of December 31, 2009 and 2008, and for the years ended December 31, 2009, 2008, and 2007.

Statement of Operations
For the Year Ended December 31, 2009

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Revenues	$	—		$	1,439.0		$	1,325.2		$	(189.0	)	$	2,575.2
Cost of revenues		23.6			1,188.2			1,072.2			(189.0	)		2,095.0
Selling, engineering, and administrative expenses		30.2			85.7			70.0			—			185.9
Goodwill impairment		2.2			276.5			46.3			—			325.0
		56.0			1,550.4			1,188.5			(189.0	)		2,605.9
Operating profit (loss)		(56.0	)		(111.4	)		136.7			—			(30.7	)
Other (income) expense		21.0			24.3			96.2			(25.3	)		116.2
Income (loss) from continuing operations before income taxes		(77.0	)		(135.7	)		40.5			25.3			(146.9	)
Provision (benefit) for income taxes:
Current		43.3			(48.7	)		19.8			—			14.4
Deferred		17.4			(52.0	)		10.8			—			(23.8	)
		60.7			(100.7	)		30.6			—			(9.4	)
Income (loss) from continuing operations		(137.7	)		(35.0	)		9.9			25.3			(137.5	)
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—			(0.2	)		—			(0.2	)
Net income (loss)	$	(137.7	)	$	(35.0	)	$	9.7		$	25.3		$	(137.7	)

78

Statement of Operations
For the Year Ended December 31, 2008

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Revenues	$	6.2		$	2,511.1		$	2,017.3		$	(651.8	)	$	3,882.8
Cost of revenues		97.0			2,008.6			1,626.5			(651.8	)		3,080.3
Selling, engineering, and administrative expenses		41.9			112.4			88.7			—			243.0
		138.9			2,121.0			1,715.2			(651.8	)		3,323.3
Operating profit (loss)		(132.7	)		390.1			302.1			—			559.5
Other (income) expense		(392.8	)		28.0			94.3			376.2			105.7
Income from continuing operations before income taxes		260.1			362.1			207.8			(376.2	)		453.8
Provision (benefit) for income taxes:
Current		(19.4	)		(58.1	)		1.7			—			(75.8	)
Deferred		(1.4	)		189.2			59.4			—			247.2
		(20.8	)		131.1			61.1			—			171.4
Income from continuing operations		280.9			231.0			146.7			(376.2	)		282.4
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—			(1.5	)		—			(1.5	)
Net income	$	280.9		$	231.0		$	145.2		$	(376.2	)	$	280.9

Statement of Operations

For the Year Ended December 31, 2007

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
						(in millions)
Revenues	$	57.6		$	2,642.7	$	1,709.4		$	(576.9	)	$	3,832.8
Cost of revenues		191.8			2,068.7		1,390.5			(576.9	)		3,074.1
Selling, engineering, and administrative expenses		36.1			115.1		77.7			—			228.9
		227.9			2,183.8		1,468.2			(576.9	)		3,303.0
Operating profit (loss)		(170.3	)		458.9		241.2			—			529.8
Other (income) expense		(406.2	)		28.0		75.0			378.1			74.9
Income from continuing operations before income taxes		235.9			430.9		166.2			(378.1	)		454.9
Provision (benefit) for income taxes:
Current		(27.2	)		72.6		64.7			—			110.1
Deferred		(26.0	)		83.6		(2.6	)		—			55.0
		(53.2	)		156.2		62.1			—			165.1
Income from continuing operations		289.1			274.7		104.1			(378.1	)		289.8
Loss from discontinued operations, net of benefit for income taxes of $(0.2)		—			—		(0.7	)		—			(0.7	)
Net income	$	289.1		$	274.7	$	103.4		$	(378.1	)	$	289.1

79

Balance Sheet
December 31, 2009

			Combined		Combined Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
					(in millions)
Assets:
Cash and cash equivalents	$	596.3	$	2.6	$	12.9	$	—		$	611.8
Short-term marketable securities		70.0		—		—		—			70.0
Receivables, net of allowance		—		41.5		118.3		—			159.8
Income tax receivable		11.2		—		—		—			11.2
Inventory		—		94.4		137.1		—			231.5
Property, plant, and equipment, net		19.4		849.5		2,169.3		—			3,038.2
Investments in subsidiaries/intercompany receivable (payable), net		1,808.4		891.3		618.2		(3,317.9	)		—
Restricted cash		—		—		138.6		—			138.6
Goodwill and other assets		175.3		193.8		140.3		(114.1	)		395.3
	$	2,680.6	$	2,073.1	$	3,334.7	$	(3,432.0	)	$	4,656.4
Liabilities:
Accounts payable	$	5.5	$	29.8	$	41.5	$	—		$	76.8
Accrued liabilities		194.6		49.0		130.9		—			374.5
Debt		530.4		115.7		1,199.0		—			1,845.1
Deferred income		70.0		4.2		3.5		—			77.7
Deferred income taxes		—		500.6		11.4		(114.1	)		397.9
Other liabilities		73.8		1.0		3.3		—			78.1
Total stockholders’ equity		1,806.3		1,372.8		1,945.1		(3,317.9	)		1,806.3
	$	2,680.6	$	2,073.1	$	3,334.7	$	(3,432.0	)	$	4,656.4

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Balance Sheet
December 31, 2008

			Combined		Combined Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
					(in millions)
Assets:
Cash and cash equivalents	$	139.7	$	2.1	$	20.0	$	—		$	161.8
Receivables, net of allowance		0.4		90.0		160.9		—			251.3
Income tax receivable		98.7		—		—		—			98.7
Inventory		0.3		407.7		203.8		—			611.8
Property, plant, and equipment, net		20.7		957.7		2,012.2		—			2,990.6
Investments in subsidiaries/intercompany receivable (payable), net		2,399.5		217.5		497.2		(3,114.2	)		—
Restricted cash		—		—		112.1		—			112.1
Goodwill and other assets		168.7		438.4		173.3		(95.1	)		685.3
	$	2,828.0	$	2,113.4	$	3,179.5	$	(3,209.3	)	$	4,911.6
Liabilities:
Accounts payable	$	8.1	$	130.4	$	79.1	$	—		$	217.6
Accrued liabilities		260.9		53.6		167.3		—			481.8
Debt		520.3		64.2		1,190.2		—			1,774.7
Deferred income		64.9		3.3		3.6		—			71.8
Deferred income taxes		—		456.8		26.6		(95.1	)		388.3
Other liabilities		61.5		0.9		2.7		—			65.1
Total stockholders’ equity		1,912.3		1,404.2		1,710.0		(3,114.2	)		1,912.3
	$	2,828.0	$	2,117.4	$	3,175.5	$	(3,209.3	)	$	4,911.6

81

Statement of Cash Flows
For the Year Ended December 31, 2009

				Combined			Combined Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Operating activities:
Net income (loss)	$	(137.7	)	$	(35.0	)	$	9.7		$	25.3		$	(137.7	)
Adjustments to reconcile net income (loss) to net cash provided (required) by continuing operating activities:
Loss from discontinued operations		—			—			0.2			—			0.2
Goodwill impairment		2.2			276.5			46.3			—			325.0
Depreciation and amortization		4.3			52.3			104.2			—			160.8
Stock-based compensation expense		13.5			—			—			—			13.5
Provision (benefit) for deferred income taxes		17.4			(52.0	)		10.8			—			(23.8	)
(Gain) loss on disposition of property, plant, equipment, and other assets		(5.5	)		(0.5	)		0.1			—			(5.9	)
Net transfers with subsidiaries		615.9			(673.6	)		83.0			(25.3	)		—
Other		14.8			(25.6	)		(1.0	)		—			(11.8	)
Changes in assets and liabilities:
(Increase) decrease in receivables		0.4			48.5			42.6			—			91.5
Decrease in income tax receivable – collection of refunds		111.4			—			—			—			111.4
Increase in income tax receivable – other		(23.9	)		—			—			—			(23.9	)
(Increase) decrease in inventories		0.3			313.1			66.7			—			380.1
(Increase) decrease in restricted cash		—			—			(26.5	)		—			(26.5	)
(Increase) decrease in other assets		(1.3	)		(27.7	)		(14.1	)		—			(43.1	)
Increase (decrease) in accounts payable		(2.6	)		(100.6	)		(37.6	)		—			(140.8	)
Increase (decrease) in accrued liabilities		(7.2	)		(8.6	)		(4.7	)		—			(20.5	)
Increase (decrease) in other liabilities		(48.8	)		95.9			(35.7	)		—			11.4
Net cash provided (required) by operating activities – continuing operations		553.2			(137.3	)		244.0			—			659.9
Net cash required by operating activities – discontinued operations		—			—			(0.2	)		—			(0.2	)
Net cash provided (required) by operating activities		553.2			(137.3	)		243.8			—			659.7
Investing activities:
Investment in short-term marketable securities		(70.0	)		—			—			—			(70.0	)
Proceeds from sales of railcars from our leased fleet		—			420.0			23.0			(247.8	)		195.2
Proceeds from sales of railcars from our leased fleet – sale and leasebacks		—			98.5			5.1			—			103.6
Proceeds from disposition of property, plant, equipment, and other assets		7.2			5.2			2.7			—			15.1
Capital expenditures – lease subsidiary		—			(376.9	)		(252.7	)		247.8			(381.8	)
Capital expenditures – manufacturing and other		(3.8	)		(5.8	)		(37.8	)		—			(47.4	)
Net cash (required) provided by investing activities		(66.6	)		141.0			(259.7	)		—			(185.3	)
Financing activities:
Issuance of common stock, net		1.1			—			—			—			1.1
Payments to retire debt		—			(64.6	)		(229.4	)		—			(294.0	)
Proceeds from issuance of debt		0.5			61.4			238.2			—			300.1
Stock repurchases		(6.3	)		—			—			—			(6.3	)
Dividends paid to common shareholders		(25.3	)		—			—			—			(25.3	)
Net cash (required) provided by financing activities		(30.0	)		(3.2	)		8.8			—			(24.4	)
Net increase (decrease) in cash and cash equivalents		456.6			0.5			(7.1	)		—			450.0
Cash and cash equivalents at beginning of period		139.7			2.1			20.0			—			161.8
Cash and cash equivalents at end of period	$	596.3		$	2.6		$	12.9		$	—		$	611.8

82

Statement of Cash Flows
For the Year Ended December 31, 2008

				Combined			Combined Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Operating activities:
Net income	$	280.9		$	231.0		$	145.2		$	(376.2	)	$	280.9
Adjustments to reconcile net income to net cash provided (required) by continuing operating activities:
Loss from discontinued operations		—			—			1.5			—			1.5
Depreciation and amortization		4.0			53.0			83.3			—			140.3
Stock-based compensation expense		18.7			—			—			—			18.7
Excess tax benefits from stock – based compensation		(0.9	)		—			—			—			(0.9	)
Provision (benefit) for deferred income taxes		(1.4	)		189.2			59.4			—			247.2
Gain on disposition of property, plant, equipment and other assets		(1.9	)		(5.3	)		(3.3	)		—			(10.5	)
Net transfers with subsidiaries		(171.6	)		(321.9	)		117.3			376.2			—
Other		42.7			(12.1	)		(48.4	)		—			(17.8	)
Changes in assets and liabilities:
(Increase) decrease in receivables		5.4			64.8			(26.8	)		—			43.4
(Increase) decrease in income tax receivable – other		(98.7	)		—			—			—			(98.7	)
(Increase) decrease in inventories		5.0			3.7			(34.5	)		—			(25.8	)
(Increase) decrease in restricted cash		—			—			(20.4	)		—			(20.4	)
(Increase) decrease in other assets		(3.6	)		(9.3	)		(5.7	)		—			(18.6	)
Increase (decrease) in accounts payable		0.9			(6.6	)		(8.1	)		—			(13.8	)
Increase (decrease) in accrued liabilities		(125.3	)		16.0			(5.2	)		—			(114.5	)
Increase (decrease) in other liabilities		26.1			(6.3	)		(10.1	)		—			9.7
Net cash (required) provided by operating activities – continuing operations		(19.7	)		196.2			244.2			—			420.7
Net cash required by operating activities – discontinued operations		—			—			(1.5	)		—			(1.5	)
Net cash (required) provided by operating activities		(19.7	)		196.2			242.7			—			419.2
Investing activities:
Proceeds from sales of railcars from our leased fleet		—			940.3			58.9			(777.1	)		222.1
Proceeds from disposition of property, plant, equipment, and other assets		3.1			14.1			3.6			—			20.8
Capital expenditures – lease subsidiary		—			(1,107.3	)		(780.6	)		777.1			(1,110.8	)
Capital expenditures – manufacturing and other		(3.0	)		(27.6	)		(101.7	)		—			(132.3	)
Net cash provided (required) by investing activities		0.1			(180.5	)		(819.8	)		—			(1,000.2	)
Financing activities:
Issuance of common stock, net		3.1			—			—			—			3.1
Excess tax benefits from stock-based compensation		0.9			—			—			—			0.9
Payments to retire debt		(0.2	)		(15.1	)		(375.5	)		—			(390.8	)
Proceeds from issuance of debt		—			0.8			921.7			—			922.5
Stock repurchases		(58.3	)		—			—			—			(58.3	)
Dividends paid to common shareholders		(24.2	)		—			—			—			(24.2	)
Net cash (required) provided by financing activities		(78.7	)		(14.3	)		546.2			—			453.2
Net (decrease) increase in cash and cash equivalents		(98.3	)		1.4			(30.9	)		—			(127.8	)
Cash and cash equivalents at beginning of period		238.0			0.7			50.9			—			289.6
Cash and cash equivalents at end of period	$	139.7		$	2.1		$	20.0		$	—		$	161.8

83

Statement of Cash Flows
For the Year Ended December 31, 2007

				Combined			Combined Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Operating activities:
Net income	$	289.1		$	274.7		$	103.4		$	(378.1	)	$	289.1
Adjustments to reconcile net income to net cash provided (required) by continuing operating activities:
Loss from discontinued operations		—			—			0.7			—			0.7
Depreciation and amortization		7.0			50.7			61.2			—			118.9
Stock-based compensation expense		18.6			—			—			—			18.6
Excess tax benefits from stock-based compensation		(4.0	)		—			—			—			(4.0	)
Provision (benefit) for deferred income taxes		(26.0	)		83.6			(2.6	)		—			55.0
(Gain) loss on disposition of property, plant, equipment and other assets		(2.9	)		(14.5	)		0.4			—			(17.0	)
Net transfers with subsidiaries		(584.9	)		71.1			135.7			378.1			—
Other		48.4			(69.8	)		(16.3	)		—			(37.7	)
Changes in assets and liabilities, net of effects from acquisitions:
(Increase) decrease in receivables		52.8			(41.4	)		(57.1	)		—			(45.7	)
(Increase) decrease in inventories		62.9			(120.5	)		6.7			—			(50.9	)
(Increase) decrease in restricted cash		—			—			8.5			—			8.5
(Increase) decrease in other assets		(6.6	)		(37.1	)		(17.8	)		—			(61.5	)
Increase (decrease) in accounts payable		(14.0	)		(10.4	)		19.2			—			(5.2	)
Increase (decrease) in accrued liabilities		137.4			(66.8	)		21.8			—			92.4
Increase (decrease) in other liabilities		(12.4	)		(6.9	)		3.3			—			(16.0	)
Net cash (required) provided by operating activities – continuing operations		(34.6	)		112.7			267.1			—			345.2
Net cash required by operating activities – discontinued operations		—			—			(0.7	)		—			(0.7	)
Net cash (required) provided by operating activities		(34.6	)		112.7			266.4			—			344.5
Investing activities:
Proceeds from sales of railcars from our leased fleet		—			646.0			101.5			(388.2	)		359.3
Proceeds from disposition of property, plant, equipment, and other assets		3.6			43.7			3.7			—			51.0
Capital expenditures – lease subsidiary		—			(702.3	)		(391.3	)		388.2			(705.4	)
Capital expenditures – manufacturing and other		(7.4	)		(54.3	)		(127.0	)		—			(188.7	)
Payments for purchase of acquisitions, net of cash acquired		—			(2.9	)		(48.1	)		—			(51.0	)
Net cash required by investing activities		(3.8	)		(69.8	)		(461.2	)		—			(534.8	)
Financing activities:
Issuance of common stock, net		12.2			—			—			—			12.2
Excess tax benefits from stock-based compensation		4.0			—			—			—			4.0
Payments to retire debt		(0.8	)		(44.9	)		(83.8	)		—			(129.5	)
Proceeds from issuance of debt		1.0			2.5			301.3			—			304.8
Stock repurchases		(2.9	)		—			—			—			(2.9	)
Dividends paid to common shareholders		(20.2	)		—			—			—			(20.2	)
Net cash (required) provided by financing activities		(6.7	)		(42.4	)		217.5			—			168.4
Net (decrease) increase in cash and cash equivalents		(45.1	)		0.5			22.7			—			(21.9	)
Cash and cash equivalents at beginning of period		283.1			0.2			28.2			—			311.5
Cash and cash equivalents at end of period	$	238.0		$	0.7		$	50.9		$	—		$	289.6

84

Note 20. Selected Quarterly Financial Data (Unaudited)

	Three Months			Three Months			Three Months			Three Months
	Ended			Ended			Ended			Ended
	March 31,			June 30,			September 30,			December 31,
	2009			2009			2009			2009
	(in millions except per share data)
Year ended December 31, 2009:
Revenues	$	793.5		$	716.1		$	557.4		$	508.2
Operating profit (loss)		85.9			(240.3	)		64.6			59.1
Income (loss) from continuing operations		34.0			(209.4	)		23.2			14.7
Loss from discontinued operations, net of provision (benefit) for income taxes of $0.0, $0.0, $0.0, and $0.0		(0.1	)		—			(0.0	)		(0.1	)
Net income (loss)		33.9			(209.4	)		23.2			14.6
Net income (loss) per common share:
Basic:
Continuing operations	$	0.43		$	(2.75	)	$	0.29		$	0.19
Discontinued operations		0.00			0.00			0.00			0.00
	$	0.43		$	(2.75	)	$	0.29		$	0.19
Diluted:
Continuing operations	$	0.43		$	(2.75	)	$	0.29		$	0.19
Discontinued operations		0.00			0.00			0.00			0.00
	$	0.43		$	(2.75	)	$	0.29		$	0.19

A goodwill impairment charge of $325 million was recorded during the three months ended June 30, 2009 related to the Rail Group segment. See Note 9 for further discussion.

	Three Months			Three Months		Three Months			Three Months
	Ended			Ended		Ended			Ended
	March 31,			June 30,		September 30,			December 31,
	2008			2008		2008			2008
	(adjusted - see Notes 11 and 17)
	(in millions except per share data)
Year ended December 31, 2008:
Revenues	$	898.9		$	945.5	$	1,154.6		$	883.8
Operating profit		126.3			160.4		163.3			109.5
Income from continuing operations		64.1			84.2		91.0			43.1
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $(0.1), $0.0, $(0.1), and $0.2		(0.3	)		—		(1.4	)		0.2
Net income		63.8			84.2		89.6			43.3
Net income per common share:
Basic:
Continuing operations	$	0.79		$	1.03	$	1.11		$	0.54
Discontinued operations		0.00			0.00		(0.02	)		0.00
	$	0.79		$	1.03	$	1.09		$	0.54
Diluted:
Continuing operations	$	0.78		$	1.03	$	1.11		$	0.54
Discontinued operations		0.00			0.00		(0.02	)		0.00
	$	0.78		$	1.03	$	1.09		$	0.54

85

Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.  Controls and Procedures.

Disclosure Controls and Procedures.

The Company maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures which took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these procedures are effective to ensure that the Company is able to collect, process, and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.

Management’s Report on Internal Control over Financial Reporting.

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance, as opposed to absolute assurance, of achieving their internal control objectives.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on our assessment, we believe that, as of December 31, 2009, the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of internal control over financial reporting as of December 31, 2009, has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited the Company’s consolidated financial statements. Ernst & Young LLP’s attestation report on effectiveness of the Company’s internal control over financial reporting is included herein.

Item 9B.  Other Information.

None.

86

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Information regarding the directors of the Company is incorporated by reference to the information set forth under the caption “Proposal 1 — Election of Directors” in the Company’s Proxy Statement for the 2010 Annual Meeting of Stockholders (the “2010 Proxy Statement”). Information relating to the executive officers of the Company is set forth in Part I of this report under the caption “Executive Officers of the Company.” Information relating to the Board of Directors’ determinations concerning whether at least one of the members of the Audit Committee is an “audit committee financial expert” as that term is defined under Item 407 (d)(5) of Regulation S-K is incorporated by reference to the information set forth under the caption “Corporate Governance — Audit Committee” in the Company’s 2010 Proxy Statement. Information regarding the Company’s Audit Committee is incorporated by reference to the information set forth under the caption “Corporate Governance — Audit Committee” in the Company’s 2010 Proxy Statement. Information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated by reference to the information set forth under the caption “Additional Information — Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s 2010 Proxy Statement.

The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers, and employees. The Code of Business Conduct and Ethics is on the Company’s website at www.trin.net under the caption “Investor Relations/ Governance.” The Company intends to post any amendments or waivers for its Code of Business Conduct and Ethics to the Company’s website at www.trin.net to the extent applicable to an executive officer or director of the Company.

Item 11.  Executive Compensation.

Information regarding compensation of executive officers and directors is incorporated by reference to the information set forth under the caption “Executive Compensation” in the Company’s 2010 Proxy Statement. Information concerning compensation committee interlocks and insider participation is incorporated by reference to the information set forth under the caption “Corporate Governance — Compensation Committee Interlocks and Insider Participation” in the Company’s 2010 Proxy Statement. Information about the compensation committee report is incorporated by reference to the information set forth under the caption “Executive Compensation — Human Resources Committee Report” in the Company’s 2010 Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the Company’s 2010 Proxy Statement, under the caption “Security Ownership — Security Ownership of Certain Beneficial Owners and Management.”

87

The following table sets forth information about Trinity common stock that may be issued under all of Trinity’s existing equity compensation plans as of December 31, 2009.

Equity Compensation Plan Information

	(a)			(b)			(c)
							Number of Securities
	Number of Securities						Remaining Available for
	to be Issued			Weighted-Average			Future Issuance under
	Upon Exercise of			Exercise Price of			Equity Compensation
	Outstanding Options,			Outstanding Options,			Plans (Excluding Securities
	Warrants and Rights			Warrants and Rights			Reflected in Column (a))
Plan Category
Equity compensation plans approved by security holders:
Stock Options		1,015,465
Restricted stock units		159,670
		1,175,135		$	14.00	(1)		1,496,209
Equity compensation plans not approved by security holders		—	(2)		—			—
Total		1,175,135		$	14.00			1,496,209

(1)

Includes 159,670 shares of common stock issuable upon the vesting and conversion of restricted stock units. The restricted stock units do not have an exercise price.

(2)

Excludes information regarding the Trinity Deferred Plan for Director Fees. This plan permits the deferral of the payment of the annual retainer fee and board and committee meeting fees. At the election of the participant, the deferred fees may be converted into phantom stock units with a fair market value equal to the value of the fees deferred, and such phantom stock units are credited to the director’s account (along with the amount of any dividends or stock distributions). At the time a participant ceases to be a director, cash will be distributed to the participant. At December 31, 2009, 69,600 phantom stock units were credited to the accounts of participants. Also excludes information regarding the Trinity Industries Supplemental Profit Sharing Plan (“Supplemental Plan”) for certain of its highly compensated employees. Information about the Supplemental Plan is incorporated herein by reference from the Company’s 2010 Proxy Statement, under the caption “Executive Compensation — Post-Employment Benefits.” At December 31, 2009, 50,772 stock units were credited to the accounts of participants under the Supplemental Plan.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related person transactions is incorporated by reference to the information set forth under the captions “Corporate Governance-Compensation Committee Interlocks and Insider Participation” and “Transactions with Related Persons” in the Company’s 2010 Proxy Statement. Information regarding the independence of directors is incorporated by reference to the information set forth under the captions “Corporate Governance-Independence of Directors” in the Company’s 2010 Proxy Statement.

Item 14.  Principal Accountant Fees and Services.

Information regarding principal accountant fees and services is incorporated by reference to the information set forth under the captions “Fees of Independent Registered Public Accounting Firm for Fiscal Years 2009 and 2008” in the Company’s 2010 Proxy Statement.

88

PART IV

Item 15.  Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements.

See Item 8.

(2) Financial Statement Schedule.

For the years ended December 31, 2009, 2008, and 2007.

II — Allowance for Doubtful Accounts

(3) Exhibits.

See Index to Exhibits for a listing of Exhibits which are filed herewith or incorporated herein by reference to the location indicated.

89

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Post-Effective Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813), Post-Effective Amendment No. 1 to the Registration Statement (Form S-8, No. 33-10937), Registration Statement (Form S-8, No. 33-35514), Registration Statement (Form S-8, No. 33-73026), Registration Statement (Form S-8, No. 333-77735), Registration Statement (Form S-8, No. 333-91067), Registration Statement (Form S-8, No. 333-85588), Registration Statement (Form S-8, No. 333-85590), Registration Statement (Form S-8, No. 333-114854), Registration Statement (Form S-8, No. 333-115376), Registration Statement (Form S-3, No. 333-134596), and Registration Statement (Form S-8, No. 333-159552) of Trinity Industries, Inc. and Subsidiaries and in the related Prospectuses of our reports dated February 18, 2010 with respect to the consolidated financial statements and schedule of Trinity Industries, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of Trinity Industries, Inc. and Subsidiaries included in this Annual Report (Form 10-K) for the year ended December 31, 2009.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 18, 2010

90

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Trinity Industries, Inc.

We have audited the consolidated financial statements of Trinity Industries, Inc. and Subsidiaries as of December 31, 2009, and for each of the three years in the period ended December 31, 2009 and have issued our report thereon dated February 18, 2010. Our audits also included the financial statement schedule of Trinity Industries, Inc. and Subsidiaries listed in Item 15. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/S/ ERNST & YOUNG LLP

Dallas, Texas

February 18, 2010

91

SCHEDULE II

Trinity Industries, Inc. and Subsidiaries

Allowance For Doubtful Accounts
Years Ended December 31, 2009, 2008, and 2007
(in millions)

			Additions
	Balance at		Charged to		Accounts		Balance
	Beginning		Costs and		Charged		at End of
	of Period		Expenses		Off		Period
Year Ended December 31, 2009	$	6.8	$	0.4	$	2.1	$	5.1
Year Ended December 31, 2008	$	4.0	$	3.3	$	0.5	$	6.8
Year Ended December 31, 2007	$	3.8	$	1.8	$	1.6	$	4.0

92

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.
Registrant By  /s/  William A. McWhirter II
William A. McWhirter II
Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Directors:

/s/  John L. AdamsJohn L. Adam Director Dated: February 18, 2010	/s/  Diana S. Natalicio Diana S. Natalicio Director Dated: February 18, 2010
/s/  Rhys J. BestRhys J. Best Director	Principal Executive Officer:
Dated: February 18, 2010	/s/  Timothy R. Wallace Timothy R. Wallace Chairman, President, Chief Executive Officer, and Director
/s/  David W. BieglerDavid W. Biegler Director Dated: February 18, 2010	Dated: February 18, 2010 Principal Financial Officer:
/s/  Leldon E. EcholsLeldon E. Echols Director Dated: February 18, 2010	/s/  William A. McWhirter II William A. McWhirter II Senior Vice President and Chief Financial Officer Dated: February 18, 2010
/s/  Ronald J. GaffordRonald J. Gafford Director Dated: February 18, 2010	Principal Accounting Officer: /s/  Mary E. Henderson Mary E. Henderson Corporate Controller Dated: February 18, 2010
/s/  Ronald W. HaddockRonald W. Haddock Director Dated: February 18, 2010
/s/  Jess T. HayJess T. Hay Director Dated: February 18, 2010
/s/  Adrián LajousAdrián Lajous
Director Dated: February 18, 2010

93

Trinity Industries, Inc.
Index to Exhibits
(Item 15(b))

NO.	DESCRIPTION
(3.1)	Certificate of Incorporation of Trinity Industries, Inc., as amended May 23, 2007 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007).
(3.2)	By-Laws of Trinity Industries, Inc., as amended December 13, 2007 (incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(3.3)	Certificate of Incorporation of Transit Mix Concrete & Materials Company, as amended (incorporated by reference to Exhibit 3.3 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.4)	By-Laws of Transit Mix Concrete & Materials Company (incorporated by reference to Exhibit 3.4 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.5)	Certificate of Incorporation of Trinity Industries Leasing Company (incorporated by reference to Exhibit 3.5 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.6)	By-Laws of Trinity Industries Leasing Company (incorporated by reference to Exhibit 3.6 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.7)	Certificate of Incorporation of Trinity Marine Products, Inc., as amended (incorporated by reference to Exhibit 3.7 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.8)	By-Laws of Trinity Marine Products, Inc. (incorporated by reference to Exhibit 3.8 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.9)	Certificate of Formation of Trinity Rail Group, LLC (incorporated by reference to Exhibit 3.9 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.10)	Limited Liability Company Agreement of Trinity Rail Group, LLC (incorporated by reference to Exhibit 3.10 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.11)	Certificate of Incorporation of Trinity North American Freight Car, Inc. (formerly Thrall Trinity Freight Car, Inc. and Trinity North American Rail Car, Inc.) (incorporated by reference to Exhibit 3.11 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(3.12)	By-Laws of Trinity North American Freight Car, Inc. (formerly Thrall Trinity Freight Car, Inc. and Trinity North American Rail Car, Inc.) (incorporated by reference to Exhibit 3.12 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(3.13)	Certificate of Incorporation of Trinity Tank Car, Inc. (incorporated by reference to Exhibit 3.13 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.14)	By-Laws of Trinity Tank Car, Inc. (incorporated by reference to Exhibit 3.14 of Registration Statement No. 333-117526 filed July 21, 2004).
(3.15)	Certificate of Formation of Trinity Parts & Components, LLC (formerly Trinity Rail Components & Repair, Inc.) (incorporated by reference to Exhibit 3.15 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(3.16)	Limited Liability Company Agreement of Trinity Parts & Components, LLC. (incorporated by reference to Exhibit 3.16 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(4.01)	Indenture, dated June 7, 2006, between Trinity Industries, Inc. and Wells Fargo Bank, National Association, as trustee (including the Form of 37/8% Convertible Subordinated Note due 2036 as an exhibit thereto) (incorporated by reference to Exhibit 4.01 to our Form 8-K filed June 7, 2006).
(4.01.1)	Officers’ Certificate of Trinity Industries, Inc. pursuant to the Indenture dated June 7, 2006, relating to the Company’s 37/8% Convertible Subordinated Notes due 2036 (incorporated by reference to Exhibit 4.01.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006).
(4.1)	Specimen Common Stock Certificate of Trinity Industries, Inc. (incorporated by reference to Exhibit 4.1 of Registration Statement No. 333-159552 filed May 28, 2009).

94

NO.	DESCRIPTION
(4.2)	Pass Through Trust Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(4.2.1)	Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(4.2.2)	Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(4.2.3)	Trust Indenture and Security Agreement dated as of February 15, 2002 among Trinity Industries Leasing Company, Trinity Industries, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(4.3)	Indenture dated as of March 10, 2004 by and between Trinity Industries, Inc., certain subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.6 of Registration Statement No. 333-117526 filed July 21, 2004).
(4.4)	Form of 61/2% Senior Note due 2014 of Trinity Industries, Inc. (incorporated by reference to Exhibit 4.7 of Registration Statement No. 333-117526 filed July 21, 2004).
(10.1.1)	Form of Amended and Restated Executive Severance Agreement dated September 9, 2008 entered into between Trinity Industries, Inc. and the Chief Executive Officer, and each of the three Senior Vice Presidents (incorporated by reference to Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
(10.1.2)	Form of Amended and Restated Executive Severance Agreement dated September 9, 2008, entered into between Trinity Industries, Inc. and certain executive officers and certain other subsidiary and divisional officers of Trinity Industries, Inc. (incorporated by reference to Exhibit 10.1.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2008).*
(10.2)	Trinity Industries, Inc. Directors’ Retirement Plan, as amended September 10, 1998 (incorporated by reference to Exhibit 10.2 of Registration Statement No. 333-117526 filed July 21, 2004).*
(10.2.1)	Amendment No. 2 to the Trinity Industries, Inc. Directors’ Retirement Plan (incorporated by reference to Exhibit 10.2.1 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005).*
(10.2.2)	Amendment No. 3 to the Trinity Industries, Inc. Directors’ Retirement Plan (incorporated by reference to Exhibit 10.2.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.3)	1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.1 of Registration Statement No. 33-73026 filed December 15, 1993).*
(10.3.1)	Amendment No. 1 to the 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3.1 to our Annual Report on Form 10-K for the annual period December 31, 2005).*
(10.3.2)	Amendment No. 2 to the 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3.2 to our Annual Report on Form 10-K for the annual period December 31, 2005).*
(10.3.3)	Amendment No. 3 to the 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.3.4)	Amendment No. 4 to the 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.3.5)	Amendment No. 5 to the 1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*

95

NO.	DESCRIPTION
(10.4)	Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2005 (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
(10.5)	Trinity Industries, Inc. Supplemental Profit Sharing and Deferred Director Fee Trust dated March 31, 1999 (incorporated by reference to Exhibit 10.7 of Registration Statement No. 333-117526 filed July 21, 2004).*
(10.5.1)	Amendment No. 1 to the Trinity Industries, Inc. Supplemental Profit Sharing and Deferred Director Fee Trust dated December 27, 2000 (incorporated by reference to Exhibit 10.7.1 of Registration Statement No. 333-117526 filed July 21, 2004).*
(10.6)	Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
(10.6.1)	Amendment No. 1 to the Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (incorporated by reference to Exhibit 10.7.1 to our Form 8-K filed February 17, 2009).*
(10.7)	Trinity Industries, Inc. Deferred Plan for Director Fees, as amended (incorporated by reference to Exhibit 10.9 of Registration Statement No. 333-117526 filed July 21, 2004).*
(10.7.1)	Amendment to Trinity Industries, Inc. Deferred Plan for Director Fees dated December 7, 2005 (incorporated by reference to Exhibit 10.8.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.7.2)	Trinity Industries, Inc. 2005 Deferred Plan for Director Fees (incorporated by reference to Exhibit 10.8.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.8)	Deferred Compensation Trust of Trinity Industries, Inc. and Certain Affiliates effective January 1, 2002 (incorporated by reference to Exhibit 10.10 of Registration Statement No. 333-117526 filed July 21, 2004).*
(10.9)	Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.2 of Registration Statement No. 333-77735 filed May 4, 1999).*
(10.9.1)	Amendment No. 1 to the Trinity Industries, Inc. 1998 Stock Option Plan and Incentive Plan (filed herewith).*
(10.9.2)	Amendment No. 2 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (filed herewith).*
(10.9.3)	Amendment No. 3 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.10.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.9.4)	Amendment No. 4 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.10.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.10)	Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 Registration Statement No. 333-115376 filed by Trinity Industries, Inc. on May 11, 2004).*
(10.10.1)	Form of Notice of Grant of Stock Options and Non-Qualified Option Agreement with Non-Qualified Stock Option Terms and Conditions as of September 8, 2004 (incorporated by reference to Exhibit 10.11.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2004).*
(10.10.1.1)	Non-Qualified Stock Option Terms and Conditions as of December 6, 2005 (incorporated by reference to Exhibit 10.11.1.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.10.1.2)	Form of Notice of Grant of Stock Options and Non-Qualified Option Agreement with Non-Qualified Stock Option Terms and Conditions as of December 9, 2008 (incorporated by reference to Exhibit 10.11.1.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2008).*
(10.10.2)	Form of Notice of Grant of Stock Options and Incentive Stock Option Agreement with Incentive Stock Option Terms and Conditions as of September 8, 2004 (incorporated by reference to Exhibit 10.11.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2004).*

96

NO.	DESCRIPTION
(10.10.2.1)	Incentive Stock Option Terms and Conditions as of December 6, 2005 (incorporated by reference to Exhibit 10.11.2.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2005).*
(10.10.2.2)	Form of Notice of Grant of Stock Options and Incentive Stock Option Agreement with Incentive Stock Option Terms and Conditions as of December 9, 2008 (incorporated by reference to Exhibit 10.11.2.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2008).*
(10.10.3)	Form of Restricted Stock Grant Agreement for grants issued prior to 2008 (incorporated by reference to Exhibit 10.11.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
(10.10.3.1)	Form of Restricted Stock Grant Agreement for grants issued commencing 2008 (incorporated by reference to Exhibit 10.11.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
(10.10.4)	Form of Non-Qualified Stock Option Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.11.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2004).*
(10.10.5)	Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued prior to 2008 (incorporated by reference to Exhibit 10.11.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
(10.10.5.1)	Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued commencing 2008 (incorporated by reference to Exhibit 10.11.5 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
(10.10.6)	Amendment No. 2 to the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.11.6 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008).*
(10.10.7)	Amendment No. 3 to the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (filed herewith).*
(10.11)	Supplemental Retirement and Director Retirement Trust of Trinity Industries, Inc. (filed herewith).*
(10.12)	Form of 2008 Deferred Compensation Plan and Agreement as amended and restated entered into between Trinity Industries, Inc. and certain officers of Trinity Industries, Inc. or its subsidiaries (incorporated by reference to Exhibit 10.13 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
(10.13)	Trinity Industries, Inc. Short-Term Management Incentive Plan (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
(10.14)	Equipment Lease Agreement (TRL 1 2001-1A) dated as of May 17, 2001 between TRLI-1A Railcar Statutory Trust, lesser, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.14.1)	Participation Agreement (TRL 1 2001-1A) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.14.2)	Equipment Lease Agreement (TRL 1 2001-1B) dated as of July 12, 2001 between TRL 1 2001-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing I L.P., lessee (incorporated by reference to Exhibit 10.15.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.14.3)	Participation Agreement (TRL 1 2001-1B) dated as of May 17, 2001 among Trinity Rail Leasing I L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.14.4)	Equipment Lease Agreement (TRL 1 2001-1C) dated as of December 28, 2001 between TRL 1 2001-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing 1 L.P., lessee (incorporated by reference to Exhibit 10.15.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).

97

NO.	DESCRIPTION
(10.14.5)	Participation Agreement (TRL 1 2001-1C) dated as of December 28, 2001 among Trinity Rail Leasing 1 L.P., lessee, et. al. (incorporated by reference to Exhibit 10.15.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.15)	Equipment Lease Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.15.1)	Participation Agreement (TRL III 2003-1A) dated as of November 12, 2003 between TRL III-1A among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.15.2)	Equipment Lease Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee, (incorporated by reference to Exhibit 10.16.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.15.3)	Participation Agreement (TRL III 2003-1B) dated as of November 12, 2003 between TRL III-1B among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.15.4)	Equipment Lease Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C Railcar Statutory Trust, lessor, and Trinity Rail Leasing III L.P., lessee (incorporated by reference to Exhibit 10.16.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.15.5)	Participation Agreement (TRL III 2003-1C) dated as of November 12, 2003 between TRL III-1C among Trinity Rail Leasing III L.P., lessee, et. al. (incorporated by reference to Exhibit 10.16.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.16)	Equipment Lease Agreement (TRL IV 2004-1A) between TRL IV 2004-1A Statutory Trust, lessor, and Trinity Rail Leasing IV L.P., lessee (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.16.1)	Participation Agreement (TRL IV 2004-1A) among Trinity Rail Leasing IV, L.P., lessee, et. al (incorporated by reference to Exhibit 10.17.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).
(10.17)	Amended and Restated Credit Agreement dated as of March 10, 2004 among Trinity Industries, Inc, as Borrower, JP Morgan Chase Bank, individually as a Lender and Issuing Bank and as Administrative Agent, and Dresdner Bank AG, New York and Grand Cayman Branches and The Royal Bank of Scotland plc., each individually as a Lender and collectively as Syndication Agents, and certain other Lenders party thereto from time to time (incorporated by reference to Exhibit 10.18 of Registration Statement No. 333-117526 filed July 21, 2004).
(10.17.1)	Second Amended and Restated Credit Agreement dated as of April 20, 2005 among Trinity Industries, Inc, as Borrower, JP Morgan Chase Bank, N.A., individually and as Issuing Bank and Administrative Agent, The Royal Bank of Scotland plc, Wachovia Bank, N.A., and Bank of America, N.A., each individually and as Syndication Agents, Dresdner Bank AG, Individually and as Documentation Agent, and certain other Lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 of our quarterly report on Form 10-Q for the period ended June 30, 2005).
(10.17.2)	First Amendment to the Second Amended and Restated Credit Agreement dated June 9, 2006, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (incorporated by reference to Exhibit 10.18.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006).
(10.17.3)	Second Amendment to the Second Amended and Restated Credit Agreement dated June 21, 2006, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (incorporated by reference to Exhibit 10.18.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006).

98

NO.	DESCRIPTION
(10.17.4)	Third Amendment to the Second Amended and Restated Credit Agreement dated June 22, 2007, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (incorporated by reference to Exhibit 10.18.4 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007).
(10.17.5)	Fourth Amendment to the Second Amended and Restated Credit Agreement dated October 19, 2007, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (incorporated by reference to Exhibit 10.18.5 to our Form 8-K filed on October 19, 2007).
(10.17.6)	Fifth Amendment to the Second Amended and Restated Credit Agreement dated February 9, 2009, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (incorporated by reference to Exhibit 10.18.6 to our Annual Report on Form 10-K for the annual period ended December 31, 2008).
(10.17.7)	Sixth Amendment to the Second Amended and Restated Credit Agreement dated March 31, 2009, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (incorporated by reference to Exhibit 10.18.7 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009).
(10.18)	Amended and Restated Warehouse Loan Agreement, dated as of August 7, 2007, amending and restating the Warehouse Loan Agreement dated June 27, 2002 among Trinity Industries Leasing Company, Trinity Rail Leasing Trust II, the Borrower, Credit Suisse, New York Branch, as Agent, Wilmington Trust Company, as Collateral Agent and Depository, and the Lenders party thereto from time to time (incorporated by reference to Exhibit 10.19.13 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007).
(10.18.1)	Amendment No. 1 to the Amended and Restated Warehouse Loan Agreement, dated February 13, 2008, amending the Amended and Restated Warehouse Loan Agreement dated August 7, 2007. (incorporated by reference to Exhibit 10.19.1 to our Form 8-K filed on February 14, 2008).
(10.18.2)	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 (incorporated by reference to Exhibit 10.19 to our Form 8-K filed on June 2, 2009).
(10.19)	Term Loan Agreement dated as of May 9, 2008 among Trinity Rail Leasing VI LLC, the Committed Lenders and the Conduit Lenders From Time to Time Party Hereto, DVB Bank AG, as Agent, and Wilmington Trust Company; as Collateral and Depositary (incorporated by reference to Exhibit 10.20 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
(10.19.1)	Purchase and Sale Agreement (TILC) dated as of May 9, 2008 among Trinity Industries Leasing Company, as Seller and Trinity Rail Leasing VI LLC, as Buyer (incorporated by reference to Exhibit 10.20.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
(10.19.2)	Purchase and Sale Agreement (TRLT-II) dated as of May 9, 2008 among Trinity Rail Leasing Trust II, as Seller, Trinity Rail Leasing VI LLC, as Buyer and Trinity Industries Leasing Company (incorporated by reference to Exhibit 10.20.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008).
(10.20)	Master Indenture dated November 5, 2009, between Trinity Rail Leasing VII LLC and Wilmington Trust Company, as indenture trustee (filed herewith).
(10.20.1)	Purchase and Contribution Agreement, dated November 5, 2009, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing VII L.L.C. (filed herewith).
(10.21)	Perquisite Plan beginning January 1, 2004 in which the Company’s Executive Officers participate (incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K for the annual period ended December 31, 2004).*
(10.22)	Purchase and Contribution Agreement, dated May 18, 2006, among Trinity Industries Leasing Company, Trinity Leasing Trust II, and Trinity Rail Leasing V L.P. (incorporated by reference to Exhibit 10.26 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006).

99

NO.	DESCRIPTION
(10.22.1)	Master Indenture dated May 18, 2006, between Trinity Rail Leasing V L.P. and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.26.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006).
(10.23)	Board Compensation Summary Sheet (incorporated by reference to Exhibit 10.27 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008).*
(10.24)	Retirement Transition Agreement between Trinity North American Freight Car, Inc. and Martin Graham (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the annual period ended December 31, 2007).*
(12)	Computation of Ratio of Earnings to Fixed Charges (filed herewith).
(21)	Listing of subsidiaries of Trinity Industries, Inc. (filed herewith).
(23)	Consent of Ernst & Young LLP (contained on page 90 of this document and filed herewith).
(31.1)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Executive Officer (filed herewith).
(31.2)	Rule 13a-15(e) and 15d-15(e) Certification of the Chief Financial Officer (filed herewith).
(32.1)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(32.2)	Certification pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
*	Management contracts and compensatory plan arrangements.

100

EX-10.9.1

EXHIBIT 10.9.1

AMENDMENT NO.1 TO
1998 STOCK OPTION AND INCENTIVE PLAN

     The Trinity Industries, Inc. 1998 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), is hereby amended by this Amendment No. 1, effective as of December 9, 1999.

     Any term which is not defined below shall have the meaning set forth for such term in the Plan.

     1. Section 11 of the Plan is hereby amended and restated as follows:

               Non-transferability of Stock Options. A stock option shall not be transferable otherwise than by will or the laws of descent and distribution, and a stock option may be exercised, during the lifetime of the Optionee, only by the Optionee; provided, however, a Non-qualified Stock Option may be transferred to one or more members of the immediate family of the Optionee, to a trust for the benefit of one or more members of the immediate family of the Optionee, to a partnership, the sole partners of which are the Optionee and members of the immediate family of the Optionee, or a foundation in which the Optionee controls the management of the assets. Upon any transfer, a stock option will remain subject to all the provisions of this Plan and the option agreement, including the provisions regarding termination of rights with respect to the stock option upon termination of the Optionee’s employment, and the transferee shall have all of the rights of and be subject to all of the obligations and limitations applicable to the Optionee with respect to the stock option, except that the transferee may further transfer the stock option only to a person or entity that the Optionee is permitted to transfer the stock option. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of a stock option contrary to the provisions hereof, or the levy of any execution, attachment, or similar process upon a stock option shall be null and void and without effect.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of the day and year first above written.

TRINITY INDUSTRIES, INC.

BY: /s/ Michael G. Furtado

EX-10.9.2

Exhibit 10.9.2

AMENDMENT NO. 2 TO
1998 STOCK OPTION AND INCENTIVE PLAN

     The Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (the “1998 Plan”) is hereby amended as follows:

     1. The first two sentences of Section 4 of the Plan shall be deleted in their entirety and replaced with the following:

          4. “Shares Subject to Plan. The maximum number of Shares that may be issued pursuant to Awards under this Plan shall not exceed 3,800,000 unless such maximum shall be increased or decreased by reason of changes in capitalization of the Company as hereinafter provided. Notwithstanding the foregoing, no more than 1,000,000 Shares available for Awards shall be issued in the aggregate as Restricted Stock or in satisfaction of Performance Awards or Other Awards, subject to adjustment as provided in Section 20 hereof.”

     2. Except as expressly set forth in this Amendment to the 1998 Plan, the 1998 Plan is hereby ratified and confirmed without modification.

     3. The effective date of this Amendment to the 1998 Plan shall be July 31, 2001.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company as of July 31, 2001.

TRINITY INDUSTRIES, INC.
By:	/s/ Michael G. Furtado

EX-10.10.7

Exhibit 10.10.7

AMENDMENT NO. 3
TO
TRINITY INDUSTRIES, INC.
2004 STOCK OPTION AND INCENTIVE PLAN

     WHEREAS, TRINITY INDUSTRIES, INC. (the “Company”) adopted the TRINITY INDUSTRIES, INC. 2004 STOCK OPTION AND INCENTIVE PLAN (the “Plan”); and

     WHEREAS, pursuant to Section 24 of the Plan, the Board reserved the right to amend any provision of the Plan; and

     WHEREAS, the Board has determined that it is appropriate to amend Section 22(b) of the Plan to increase the number of shares that may be granted under the Plan without being subject to the minimum vesting requirements of Section 22(a) of the Plan;

     NOW, THEREFORE, the Plan is amended as follows, effective on the date of adoption of this Amendment No. 3 by the Board:

I.

     Section 22(b) of the Plan is amended in its entirety to read as follows:

     “(b) The provisions of Section 22(a) notwithstanding, up to twelve percent (12%) of the Shares authorized under the Plan may be granted as Awards of the type referred to in Section 22(a) without meeting the minimum vesting requirements set out in Section 22(a).”

II.

     In all other respects, the terms of the Plan are ratified and confirmed.

Executed this 8th day of December, 2009.

TRINITY INDUSTRIES, INC.
By:	/s/ S. Theis Rice
	Name:	S. Theis Rice
	Title:	Vice President & Chief Legal Officer

1

EX-10.11

EXHIBIT 10.11

TRINITY INDUSTRIES, INC.
SUPPLEMENTAL RETIREMENT AND DIRECTOR RETIREMENT TRUST

     This Trust Agreement made by and between TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”) and Wells Fargo Bank Texas, N. A. (the “Trustee”);

     WHEREAS, the Company and certain affiliates (the Company and its affiliates collectively referred to as the “Employers”) have adopted nonqualified retirement plans known as the Trinity Industries, Inc. Supplemental Retirement Plan (the “Supplemental Retirement Plan”) and the Trinity Industries, Inc. Director Retirement Plan (the “Director Retirement Plan”) (both sometimes referred to herein as a “Plan” and together referred to herein as the “Plans”); and

     WHEREAS, the Employers have incurred or expect to incur liability under the terms of such Plans with respect to the individuals participating in such Plans; and

     WHEREAS, the Employers wish to establish a trust (hereinafter called the “Trust”) and to contribute to the Trust assets that shall be held therein for the satisfaction of Plan benefit liabilities of each Employer and shall be allocated to a Separate Account, as herein defined, for each Employer’s Plan Participants and beneficiaries and, with respect to the Company, a Separate Account for each Plan, subject to the claims of such Employer’s creditors in the event of the Employer’s Insolvency, as herein defined, until paid to Plan Participants and their beneficiaries in such manner and at such times as specified in the Plans; and

     WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Director Retirement Plan as an unfunded plan or the Supplemental Retirement Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and

     WHEREAS, it is the intention of the Employers to make contributions to the Trust to provide a source of funds to assist them in the meeting of their liabilities under the Plans;

     NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

     Section 1. Establishment Of Trust.

     (a) The Employers hereby deposit with the Trustee in trust $1,000.00, which shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement.

     (b) The Trust hereby established shall be irrevocable.

     (c) The Trust is intended to be a grantor trust, of which each Employer is the grantor with respect to its Separate Accounts, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

     (d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Employers and shall be used exclusively for the uses and purposes of Plan Participants and general creditors as herein set forth. Plan Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants and their beneficiaries against the Employers. Any amounts allocated to a Separate Account under the Trust will be subject to the claims under federal and state law of the general creditors of the Employer with respect to which such Separate Account is maintained in the event of such Employer’s Insolvency, as defined in Section 4(a) herein.

     (e) The Employers shall from time to time make additional deposits of cash or other property in trust with the Trustee to augment the principal to be held, administered and disposed of by the Trustee as provided in this Trust Agreement. In lieu of all or a portion of the contribution to the Trust for a Separate Account required by this paragraph and paragraph 1(f) below, the Employers may make contributions in the form of premium payments on insurance policies that are assets of the Trust allocated to such Separate Account in such amount and in such manner as the Company may direct. For all purposes of this Trust, the present value of a Plan benefit liability shall be determined using the actuarial factors and assumptions set forth in the respective Plan pursuant to which such liability has accrued.

     (f) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in Control, as defined in the Plans, each Employer shall (i) as soon as possible, but in no event more than two business days following the date of such Change in Control, make an irrevocable contribution to each Separate Account under the Trust maintained with respect to such Employer in an amount, as determined by an Independent Committee, as defined below, which when added to the total value of the assets allocated to such Separate Account at such time equals 125% of the total present value of the benefit liabilities accrued for Participants by such Employer pursuant to the Plan for which such Separate Account is maintained as of the date on which the Change in Control occurred, and (ii) on and after the date of the Change in Control, make quarterly contributions to each Separate Account under the Trust maintained with respect to such Employer in amounts sufficient, as determined by the Independent Committee, to maintain the total value of the assets allocated to such Separate Account at an amount equal to 125% of the total present value of the benefit liabilities accrued for Participants by such Employer pursuant to the Plan for which such Separate Account is maintained as of the last day of the calendar quarter. Any provision of this Trust Agreement to the contrary notwithstanding, on and after the date of a Change in Control, the assets allocated to a Separate Account under this Trust, including any additional contributions made by an Employer in accordance with this Section 1(f) for the period following such Change in Control and any earnings on such Separate Account’s proportionate share of the Trust’s assets, shall be held exclusively for the benefit of those Plan Participants (or their beneficiaries) with respect to whom the Employer for which such Separate Account is maintained has a benefit liability accrued on its books pursuant to the Plan for which such Separate Account is maintained as of the date immediately prior to the date of such Change in Control, subject to the claims of general creditors of such Employer under federal and state law as set forth below.

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Section 2. Payments to Plan Participants and their Beneficiaries.

     (a) The Committee of each Plan shall deliver to the Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable with respect to each Plan Participant (and his or her beneficiaries) and identifies the Separate Account of the Employer from which such amounts are payable, that provides to the Trustee the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. An updated Payment Schedule shall be provided by each Committee to the Trustee periodically, but no less frequently than once each calendar quarter. Except as otherwise provided herein, the Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company or an Employer. The Company shall be responsible for any employee records and federal and tax reporting.

     (b) The entitlement of a Plan Participant or his or her beneficiaries to benefits under a Plan shall be determined by each Committee or such other party as may be designated under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

     (c) The Employers participating in the Supplemental Retirement Plan or the Company with respect to the Director Plan may make payments of benefits directly to Plan Participants or their beneficiaries as they become due under the terms of each Plan in lieu of payment from the Trust. The applicable Committee shall notify the Trustee of an Employer’s or the Company’s decision to make payments of benefits directly prior to the time amounts are payable to Participants or their beneficiaries. In addition, if the assets allocated to a Separate Account under the Trust are not sufficient to make payments of benefits to its respective Plan Participants and beneficiaries in accordance with the terms of the Plan for which such Separate Account is maintained, the Employer for which such Separate Account is maintained shall make the balance of each such payment as it falls due, and the other Separate Accounts hereunder shall not be liable for the payment of such benefits. The Trustee shall not be responsible for notifying the Company or other Employer when the assets allocated to a Separate Account under the Trust are not sufficient to satisfy all payments due.

     (d) Any provision of this Trust Agreement to the contrary notwithstanding, upon and after a Change in Control, (i) the Trustee shall make payments to Plan Participants or their beneficiaries in accordance with the direction of the Independent Committee rather than a Plan Committee, regardless of whether the Trustee has received a Payment Schedule or any other form of direction from a Plan Committee to make such payments, and (ii) to the extent that a Separate Account is not sufficient to satisfy all vested benefit liabilities of an Employer under the Plan for which the Separate Account is maintained, whether or not then due or payable, at the time a benefit payment is owed to one or more Plan Participants or beneficiaries upon or after a Change in Control, then each such Participant or beneficiary entitled to payment shall receive from such Separate Account under the Trust Fund only a pro-rata share of such Separate Account

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determined on the basis of the present value of his or her accrued benefit for which the Employer is liable under the Plan for which the Separate Account is maintained compared to the total present value of the accrued benefits for which such Employer is liable under such Plan, and the remaining amount owed shall be paid directly by the Employer.

     Section 3. Appointment of Independent Committee.

     (a) Any provision of this Trust Agreement to the contrary notwithstanding, upon a Change in Control, an Independent Committee consisting of at least three members shall be appointed by the Human Resources Committee of the Board of Directors of the Company subject to the written approval of a majority of the Participants in the Plans on the date of such Change in Control. The Independent Committee shall:

          (i) determine the amount of the irrevocable contributions to be made by each Employer pursuant to Section 1(f) hereof;

          (ii) determine in accordance with the Plans the amounts payable with respect to each Plan Participant (and his or her beneficiaries), the form in which such amounts are to be paid, and the time of commencement for payment of such amounts pursuant to Section 2(a) hereof;

          (iii) determine the entitlement of Plan Participants and beneficiaries to benefits under the terms of the Plans pursuant to Section 2(b) hereof;

          (iv) direct the Trustee to make payments to Plan Participants and their beneficiaries pursuant to Section 2 hereof; and

          (v) select a successor Trustee for the Trust if a Trustee resigns or is removed on or after the date of a Change in Control pursuant to Section 12.

          (vi) be responsible for any employee records and federal and tax reporting beginning on the date of Change in Control.

     (b) Each member of the Independent Committee so appointed shall serve in such office until his or her death, resignation or removal. The Human Resources Committee may remove any member of the Independent Committee effective upon the written approval of a majority of the Plan Participants. Vacancies on the Independent Committee shall be filled from time to time by the Human Resources Committee effective upon the written approval of a majority of the Participants in the Plans on the date such vacancy is filled.

     (c) The Independent Committee shall act by a majority of its members at the time in office and such action may be taken either by a vote at a meeting or in writing without a meeting. The Independent Committee may by such majority action authorize any one or more of its members to execute any document or documents on behalf of the Independent Committee, in which event the Independent Committee shall notify the Trustee in writing of such action and the name or names of its member or members so authorized to act. Every interpretation, choice,

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determination or other exercise by the Independent Committee of any power or discretion given either expressly or by implication to it shall be conclusive and binding upon all parties having or claiming to have an interest under the Trust or otherwise directly or indirectly affected by such action, without restriction, however, on the right of the Independent Committee to reconsider and redetermine such action.

     (d) Any provision of this Trust Agreement to the contrary notwithstanding, in the event that (i) the Human Resources Committee shall not appoint an Independent Committee within 30 days following a Change in Control or a majority of the Participants in the Plans do not approve in writing at least three members selected by the Human Resources Committee to serve on an Independent Committee within such 30-day period or (ii) the Human Resources Committee does not fill a vacancy on the Independent Committee within 30 days of the date such office becomes vacant or a majority of the Participants in the Plans do not approve in writing the Human Resources Committee’s selection to fill a vacancy on the Independent Committee within such 30-day period, then the Participants in the Plans shall elect, by majority vote, up to three individuals to the extent necessary to ensure that the Independent Committee consists of three members.

     Section 4. Trustee Responsibility Regarding Payments to Trust Beneficiary when an Employer Is Insolvent.

     (a) The Trustee shall cease payment of benefits to Plan Participants and their beneficiaries if the Employer liable for such payment of benefits is Insolvent. An Employer shall be considered “Insolvent” for purposes of this Trust Agreement if (i) the Employer is unable to pay its debts as they become due, or (ii) the Employer is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

     (b) At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of an Employer’s Separate Account under the Trust shall be subject to claims of general creditors of the Employer under federal and state law as set forth below.

          (i) The Company shall have the duty to inform the Trustee in writing of the Employer’s Insolvency.

          (ii) Unless the Trustee has actual knowledge of an Employer’s Insolvency, or has received notice from the Employer or a person claiming to be a creditor alleging that the Employer is Insolvent, the Trustee shall have no duty to inquire whether the Employer is Insolvent. The Trustee may in all events rely on such evidence concerning the Employer’s solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable notice concerning the Employer’s solvency.

          (iii) If at any time the Company has notified the Trustee that an Employer is Insolvent, the Trustee shall discontinue payments to the Employer’s respective Plan Participants and their beneficiaries and shall hold the assets allocated to the Employer’s Separate Account under the Trust for the benefit of the Employer’s general creditors.

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Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their beneficiaries to pursue their rights as general creditors of an Employer with respect to benefits due under the Plans or otherwise.

          (iv) The Trustee shall resume the payment of benefits to an Employer’s respective Plan Participants and their beneficiaries in accordance with Section 2 of this Trust Agreement only after the Company has notified the Trustee that the Employer is not Insolvent (or is no longer Insolvent).

     (c) Provided that there are sufficient assets allocated to a Separate Account under the Trust as determined by the actuary, if the Trustee discontinues the payment of benefits from a Separate Account under the Trust pursuant to Section 4(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan Participants and their beneficiaries from the Employer under the terms of the Plan for which such Separate Account is maintained for the period of such discontinuance, less the aggregate amount of any such Plan benefit payments made to Plan Participants or their beneficiaries by the Employer in lieu of the payments provided for hereunder during any such period of discontinuance.

     Section 5. Payments to the Employers.

     (a) Except as provided in Sections 4 and 5(b) hereof, the Employers shall have no right or power to direct the Trustee to return to the Employers or to divert to others any of the Trust assets before payment of all benefits have been made to Plan Participants and their beneficiaries pursuant to the terms of the Plans.

     (b) To the extent that a Plan Committee at any time determines based upon information provided to the Committee by the Trustee that the value of the assets allocated to an Employer’s Separate Account under the Trust exceeds 125% of the total present value of the benefit liabilities accrued for Participants by such Employer under the Plan for which the Separate Account is maintained as of the last day of the immediately preceding calendar quarter, the Trustee shall pay such excess to such Employer upon receipt of written request therefor from the Employer; provided, however, that no such payment of excess assets to an Employer shall be made on or after the date of a Change in Control without the written approval of two-thirds of the Participants with respect to whom such Employer has a benefit liability accrued on its books for the Plan for which such Separate Account is maintained.

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Section 6. Investment Authority.

     (a) The Trustee shall establish and maintain a separate account within the Trust for each Employer with respect to each Plan in which the Employer participates, in amounts as directed by the Company (the “Separate Account”). All amounts deposited with the Trustee by an Employer for a Plan shall be allocated to the Separate Account maintained for such Employer for such Plan. The Separate Accounts shall be maintained for record keeping purposes only, and the assets of the Trust may remain invested as a single fund; provided, however, that the Company may direct the Trustee to segregate all or any portion of the Trust Funds for investment solely for one or more of the Separate Accounts. At the end of each calendar quarter and at such other times as the Company may determine, the Trustee shall determine the fair market value of the assets of the Trust. On the basis of such valuation, the Trustee shall adjust each Separate Account to reflect its proportionate share of the earnings, losses and expenses of the Trust for the valuation period then ended.

     (b) The Trustee shall have full power and authority to invest and reinvest the Trust assets, or any part thereof, in such stocks (common or preferred), bonds, mortgages, notes, interest-bearing deposits (including such deposits with any corporate trustee acting hereunder), mutual funds, or collective funds, options and contracts for the future or immediate receipt or delivery of property of any kind, or other securities, producing or nonproducing oil and gas royalties and payments and other producing and nonproducing interests in minerals, or in commodities, life insurance policies, annuity contracts or other property of any kind or nature whatsoever, whether real, personal or mixed, as the Trustee, in the Trustee’s absolute discretion and judgment, deems appropriate for the Trust, and to hold cash uninvested at any time and from time to time in such amounts and to such extent as the Trustee, in the Trustee’s absolute discretion and judgment, deems appropriate for the Trust. The Trustee shall have full power and authority to manage, handle, invest, reinvest, sell for cash or credit, or for part cash or part credit, exchange, hold, dispose of, lease for any period of time (whether or not longer than the life of the Trust), improve, repair, maintain, work, develop, use, operate, mortgage, or pledge, all or any part of the assets and property from time to time constituting any part of the trust funds held in trust under the Trust; borrow or loan money or securities; write options and sell securities or other property short or for future delivery; engage in hedging procedures; buy and sell futures contracts; execute obligations, negotiable and nonnegotiable; vote shares of stock in person and by proxy, with or without power of substitution; register investments in the name of a nominee; sell, convey, lease and/or otherwise deal with any producing or nonproducing oil, gas and mineral leases or mineral rights, payments and royalties; pay all reasonable expenses; execute and deliver any deeds, conveyances, leases, contracts, or written instruments of any character appropriate to any of the powers or duties of the Trustee, and shall, in general, have as broad power respecting the management, operation and handling of the Trust assets and property as if the Trustee were the owner of such assets and property in the Trustee’s own right. The preceding provisions of this paragraph to the contrary notwithstanding, the Company shall have the right and power at any time and from time to time to give the Trustee broad guidelines within which it shall invest the assets of the Trust; provided, however, that on and after the date of a Change in Control, the Independent Committee, rather than the Company, shall have the sole authority to exercise such right.

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     (c) All rights associated with assets of the Trust shall be exercised by the Trustee or the person designated by the Trustee, and shall in no event be exercisable by or rest with Plan Participants.

     (d) Each Employer shall have the right, at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust allocated to the Separate Account of such Employer or any asset held by the Trust that is not allocated to the Separate Account of another Employer acceptable to the Trustee; provided, however, that on and after the date of a Change in Control, any assets transferred to the Trust in substitution for assets held by the Trust must consist of cash or marketable securities acceptable to the Independent Committee and the Trustee and the fair market value of the respective assets shall be determined by the Trustee. This right is exercisable by the Employer in a nonfiduciary capacity without the approval or consent of any person in a fiduciary capacity.

     Section 7. Disposition of Income. During the term of this Trust, all income received by the Trust, net of any applicable expenses and taxes paid from the Trust, shall be accumulated and reinvested; provided, however, that the Employers shall pay all taxes, fees and expenses associated with the Plans and the Trust. In the event the Employers do not pay all taxes, fees and expenses owed with respect to the Trust, any portion not paid by the Employers may be paid from the Trust, provided, that the Trustee shall immediately notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice.

     Section 8. Accounting by Trustee. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within 60 days following the close of each twelve-month period ending December 31 and within 60 days after the removal or resignation of the Trustee, the Trustee shall deliver to the Company a written account of its administration of the Trust and to each Employer a written account of its administration of the Employer’s Separate Account during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. All Trustee accountings, including final accounting, are approved by the lapse of 60 days form the date of the accounting.

     Section 9. Responsibility of the Trustee.

     (a) The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by an Employer which is given in writing by the Employer.

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     (b) If the Trustee undertakes or defends any litigation arising in connection with this Trust, the Employers agree to indemnify the Trustee against the Trustee’s costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If the Employers do not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust; provided, however, that in the event any such costs, expenses and liabilities are paid from the Trust, the Trustee shall notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice.

     (c) The Trustee may consult with legal counsel (who may also be counsel for the Employers generally) with respect to any of its duties or obligations hereunder. The Trustee may seek remediation in both State and Federal courts.

     (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

     (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that except as provided in Sections 5(b) and 6(d) hereof, if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

     (f) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

     Section 10. Compensation and Expenses of the Trustee. The Trustee shall be paid such reasonable compensation commensurate with the services and responsibilities involved hereunder as shall from time to time be agreed upon by the Trustee and the Company. The Employers shall pay all administrative and the Trustee’s fees and expenses, but, if not so paid, such fees and expenses shall be paid from the Trust; provided, however, that in the event any such fees and expenses are paid from the Trust, the Trustee shall notify the Employers in writing that such payment has been made and the Employers shall reimburse the Trust for such payment within 15 days from the date of such notice.

     Section 11. Resignation and Removal of the Trustee.

     (a) The Trustee may resign at any time by written notice to the Company, which shall be effective 30 days after receipt of such notice unless the Company and the Trustee agree otherwise.

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     (b) The Trustee may be removed by the Company on 30 days notice or upon shorter notice accepted by the Trustee; provided, however, that the Trustee may not be removed by the Company on or after the date of a Change in Control except with the written consent of a majority of the Plan Participants.

     (c) Upon resignation or removal of the Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless the Company extends the time limit.

     (d) If the Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 12 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this Section. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

     Section 12. Appointment of Successor.

     (a) If the Trustee resigns or is removed in accordance with Section 11(a) or (b) hereof, the Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal; provided, however, that if the Trustee resigns or is removed on or after the date of a Change in Control, the Independent Committee shall select a successor Trustee in accordance with this Section 12. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the Company or the successor Trustee to evidence the transfer.

     (b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 8 and 9 hereof. The successor Trustee shall not be responsible for and the Employers shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

     Section 13. Amendment or Termination.

     (a) This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, (i) no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable, and (ii) this Trust Agreement may not be amended on or after the date of a Change in Control without the written consent of a majority of the Participants in the Plans.

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     (b) The Trust shall not terminate until the date on which Plan Participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plans. Upon termination of the Trust any assets that remain allocated to an Employer’s Separate Account under the Trust shall be returned to such Employer.

     (c) Upon written approval of all of the Participants (including any beneficiaries of deceased Participants entitled to payment of benefits pursuant to the terms of the Plans), the Company may terminate this Trust prior to the time all benefit payments under the Plans have been made. All assets allocated to an Employer’s Separate Account under the Trust at termination shall be returned to such Employer.

     (d) The Company may terminate this Trust with respect to a Separate Account of any Employer with the written approval of all of such Employer’s respective Plan Participants (including any beneficiaries of deceased Participants of such Employer who are entitled to payment of benefits pursuant to the terms of the Plans) covered by the Plan for which such Separate Account is maintained. All assets allocated to an Employer’s Separate Account under the Trust on the date of such termination shall be returned to such Employer.

     Section 14. Miscellaneous.

     (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

     (b) Benefits payable to Plan Participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

     (c) This Trust Agreement shall be governed and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Texas, except where superseded by federal law.

     (d) Unless the context clearly indicates otherwise, when used in this Trust Agreement:

          (i) “Committee” or “Plan Committee” shall mean the “Committee” appointed to administer the Supplemental Retirement Plan and the Human Resources Committee of the Board of Directors of the Company with respect to the Director Retirement Plan.

          (ii) “Human Resources Committee” shall mean the Human Resources Committee of the Board of Directors of the Company.

          (iii) “Participant” shall mean each “Participant as that term is defined in the Supplemental Retirement Plan and each Director who has accrued a benefit under the Director Retirement Plan.

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     (e) Except where otherwise defined, capitalized terms used herein shall have the meaning given to them in the Plans.

     (f) In the event that a dispute arises between a Plan Participant or beneficiary and the Participant’s Employer, the Company or the Trusteewith respect to the payment of amounts from the Trust and the Participant or beneficiary is successful in pursuing a benefit to which he or she is entitled under the terms of the Plans and this Trust against the Participant’s Employer, the Company, the Trustee or any other party in the course of litigation or otherwise and incurs attorneys’ fees, expenses and costs in connection therewith, the Company or with respect to the Supplemental Retirement Plan, the Participant’s Employer, if other than the Company, shall reimburse the Plan Participant or beneficiary for the full amount of any such attorneys’ fees, expenses and costs.

     (g) Upon the written consent of the Company delivered to the Trustee, any other Affiliate of the Company which adopts the Supplemental Retirement Plan may become a party to this Trust by delivering to the Trustee a certified copy of a resolution of its board of directors or other governing authority adopting this Trust. For purposes of this Trust, any such Affiliate, which adopts this Trust with the written consent of the Company shall be an Employer hereunder.

     (h) Any controversy arising out of, or relating to, the payment of Plan benefits that are payable from this Trust shall be resolved pursuant to the provisions of the applicable Plan, including provisions relating to the procedures for making benefit claims under the Plan and in accordance with the provisions, if any, requiring arbitration of Plan benefit disputes.

     (i) The Trustee shall receive written notification of the Committee members or authorized signers and specimen signatures, and may rely without question on those authorized signers.

     (j) The Trustee is not liable for acts of other fiduciaries and is indemnified for loss due to acts or omissions of other fiduriaries’ Trustee, the Trustee’s liability is limited to gross negligence.

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IN WITNESS WHEREOF, this Agreement has been executed this 12 day of November, 2002 to be effective as of January 1, 2002.

TRINITY INDUSTRIES, INC.
By	/s/ Andrea F. Cowan
	Title: Vice President, Shared Services
WELLS FARGO BANK TEXAS, N. A.
By	/s/ Karen Epps
	Title: VICE PRESIDENT

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THE STATE OF TEXAS           Section

                                                    Section

COUNTY OF DALLAS            Section

     BEFORE ME, the undersigned authority, a notary public in and for said County and State, on this day personally appeared Andrea F. Cowan, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said TRINITY INDUSTRIES, INC., a Delaware corporation, and that he/she executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 12 day of November, 2002.

MARSHA L. BUCHANAN
Notary Public, State of Texas
My Commission Expires
07/29/2003

My Commission expires:	/s/ MARSHA L. BUCHANAN
07/29/2003	Notary Public, State of Texas

THE STATE OF TEXAS            Section

                                                     Section

COUNTY OF DALLAS              Section

     BEFORE ME, the undersigned authority, a notary public in and for said County and State, on this day personally appeared KAREN EPPS, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said WELLS FARGO BANK TEXAS, N. A., and that he/she executed the same as the act of such banking association for the purposes and consideration therein expressed, and in the capacity therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 26 day of November, 2002.

	/s/ DENETHIA S. JOHNSON
	Notary Public, State of Texas
My Commission expires: July 05, 2003	DENETHIA SHUNTA JOHNSON Notary Public, State of Texas My Commission Expires July 05, 2003

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EX-10.20

Exhibit 10.20

INDENTURE

dated as of November 5, 2009

by and between

TRINITY RAIL LEASING VII LLC,
a Delaware limited liability company,
as the Issuer of the Equipment Notes,

and

WILMINGTON TRUST COMPANY,
as Indenture Trustee for the Equipment Notes

Table of Contents

		Page
GRANTING CLAUSES			1
ARTICLE I
DEFINITIONS
Section 1.01	Definitions		7
Section 1.02	Rules of Construction		8
Section 1.03	Compliance Certificates and Opinions		9
Section 1.04	Acts of Noteholders		9
ARTICLE II
THE EQUIPMENT NOTES
Section 2.01	Authorization, Issuance and Authentication of the Equipment
	Notes; Amount of Outstanding Principal Balance; Terms; Form;
	Execution and Delivery		11
Section 2.02	Restrictive Legends		13
Section 2.03	Note Registrar and Paying Agent		14
Section 2.04	Paying Agent to Hold Money in Trust		16
Section 2.05	Method of Payment		16
Section 2.06	Minimum Denomination		17
Section 2.07	Exchange Option		17
Section 2.08	Mutilated, Destroyed, Lost or Stolen Equipment Notes		19
Section 2.09	Payments of Transfer Taxes		19
Section 2.10	Book-Entry Registration		19
Section 2.11	Special Transfer Provisions		21
Section 2.12	Temporary Definitive Notes		24
Section 2.13	Statements to Noteholders		24
Section 2.14	CUSIP, CINS AND ISIN Numbers		26
Section 2.15	Debt Treatment of Equipment Notes		26

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		Page
ARTICLE III
INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS
Section 3.01	Establishment of Indenture Accounts; Investments		26
Section 3.02	Collections Account		29
Section 3.03	Withdrawal upon an Event of Default		30
Section 3.04	Liquidity Reserve Account		30
Section 3.05	Optional Reinvestment Account		31
Section 3.06	Expense Account		32
Section 3.07	Equipment Note Account		32
Section 3.08	Redemption/Defeasance Account		33
Section 3.09	Mandatory Replacement Account		33
Section 3.10	Calculations		34
Section 3.11	Payment Date Distributions from the Collections Account		36
Section 3.12	Voluntary Redemptions		38
Section 3.13	Procedure for Redemptions		39
Section 3.14	Adjustments in Targeted Principal Balances		40
ARTICLE IV
DEFAULT AND REMEDIES
Section 4.01	Events of Default		40
Section 4.02	Remedies Upon Event of Default		43
Section 4.03	Limitation on Suits		46
Section 4.04	Waiver of Existing Defaults		46
Section 4.05	Restoration of Rights and Remedies		47
Section 4.06	Remedies Cumulative		47
Section 4.07	Authority of Courts Not Required		47
Section 4.08	Rights of Noteholders to Receive Payment		47
Section 4.09	Indenture Trustee May File Proofs of Claim		48
Section 4.10	Undertaking for Costs		48
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 5.01	Representations and Warranties		48
Section 5.02	General Covenants		54

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		Page
Section 5.03	Portfolio Covenants		60
Section 5.04	Operating Covenants		64
ARTICLE VI
THE INDENTURE TRUSTEE
Section 6.01	Acceptance of Trusts and Duties		72
Section 6.02	Absence of Duties		73
Section 6.03	Representations or Warranties		73
Section 6.04	Reliance; Agents; Advice of Counsel		73
Section 6.05	Not Acting in Individual Capacity		75
Section 6.06	No Compensation from Noteholders		75
Section 6.07	Notice of Defaults		75
Section 6.08	Indenture Trustee May Hold Securities		76
Section 6.09	Corporate Trustee Required; Eligibility		76
Section 6.10	Reports by the Issuer		76
Section 6.11	Certain Rights of the Requisite Majority		76
ARTICLE VII
SUCCESSOR TRUSTEES
Section 7.01	Resignation and Removal of Indenture Trustee		77
Section 7.02	Appointment of Successor		77
ARTICLE VIII
INDEMNITY
Section 8.01	Indemnity		78
Section 8.02	Noteholders’ Indemnity		79
Section 8.03	Survival		79
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01	Supplemental Indentures Without the Consent of the Noteholders		79
Section 9.02	Supplemental Indentures with the Consent of Noteholders		80

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		Page
ARTICLE X
MODIFICATION AND WAIVER
Section 10.01	Modification and Waiver with Consent of Holders		81
Section 10.02	Modification Without Consent of Holders		82
Section 10.03	Subordination and Priority of Payments		82
Section 10.04	Execution of Amendments by Indenture Trustee		82
ARTICLE XI
SUBORDINATION
Section 11.01	Subordination		83
ARTICLE XII
DISCHARGE OF INDENTURE; DEFEASANCE
Section 12.01	Discharge of Liability on the Equipment Notes; Defeasance		84
Section 12.02	Conditions to Defeasance		85
Section 12.03	Application of Trust Money		86
Section 12.04	Repayment to the Issuer		86
Section 12.05	Indemnity for Government Obligations and Corporate Obligations		86
Section 12.06	Reinstatement		86
ARTICLE XIII
MISCELLANEOUS
Section 13.01	Right of Indenture Trustee to Perform		87
Section 13.02	Waiver		87
Section 13.03	Severability		87
Section 13.04	Notices		88
Section 13.05	Assignments		89
Section 13.06	Currency Conversion		89
Section 13.07	Application to Court		90
Section 13.08	Governing Law		90
Section 13.09	Jurisdiction		91
Section 13.10	Counterparts		91
Section 13.11	Table of Contents, Headings, Etc.		91

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Schedule	Description
Schedule 1	Account Information
Schedule 2	Description of Initial Railcars
Schedule 3	Description of Initial Leases
Schedule 4	Amortization Schedule

Exhibit	Description
Exhibit A	Form of Equipment Note
Exhibit B-1	Form of Certificate to be Given by Noteholders
Exhibit B-2	Form of Certificate to be Given by Euroclear or Clearstream
Exhibit B-3	Form of Certificate to Depository Regarding Interest
Exhibit B-4	Form of Depositary Certificate Regarding Interest
Exhibit B-5	Form of Transfer Certificate for Exchange or Transfer from 144A Book-Entry Note to Regulation S Book-Entry Note
Exhibit B-6	Form of Purchaser Exchange Instructions
Exhibit B-7	Form of Certificate to be Given by Transferee of Beneficial Interest in a Regulation S Temporary Book-Entry Note
Exhibit B-8	Form of Transfer Certificate for Exchange or Transfer from Unrestricted Book-Entry Note to 144A Book-Entry Note
Exhibit C	Form of Investment Letter to be Delivered in Connection with Transfers to Non-QIB Accredited Investors
Exhibit D-1	Form of Monthly Report
Exhibit D-2	Form of Annual Report
Exhibit E	Form of Full Service Lease
Exhibit F	Form of Net Lease

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     This INDENTURE, dated as of November 5, 2009 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), by and between TRINITY RAIL LEASING VII LLC, a Delaware limited liability company, as the issuer of the Equipment Notes hereunder (“TRL-VII” or the “Issuer”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as indenture trustee for the Equipment Notes (the “Indenture Trustee”).

WITNESSETH:

     WHEREAS, the Issuer and the Indenture Trustee are executing and delivering this Indenture in order to provide for the issuance by the Issuer of the Equipment Notes, the terms of which shall be specified in this Indenture; and

     WHEREAS, the obligations of the Issuer under the Equipment Notes issued pursuant to this Indenture and the other Secured Obligations shall be secured by the Collateral further granted and described below;

     NOW THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

GRANTING CLAUSES

     The Issuer hereby pledges, transfers, assigns, and otherwise conveys to the Indenture Trustee for the benefit and security of the Noteholders and other Secured Parties, and grants to the Indenture Trustee for the benefit and security of the Noteholders and other Secured Parties a security interest in and Encumbrance on, all of the Issuer’s assets, whether now existing or hereafter created or acquired and wherever located, including all right, title and interest, in, to and under the assets and property described below (collectively, the “Collateral”):

          (a) each Issuer Document, in each case, as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”);

          (b) (i) all Railcars described on Schedule 2 hereto, together with all other Railcars conveyed to the Issuer from time to time, whether pursuant to the Asset Transfer Agreement or otherwise, and any and all substitutions and replacements therefor, (ii) all licenses, manufacturer’s warranties and other warranties, Supporting Obligations (including in respect of any related Lease), Payment Intangibles, Accounts, Instruments, Chattel Paper (including the Leases described on Schedule 3 hereto and any other related Leases of the Railcars and all related Lease Payments), General Intangibles and all other rights and obligations related to any such aforementioned Assigned Agreement, Railcars or Leases, including, without limitation, all rights, powers, privileges, options and other benefits of the Issuer to receive moneys and other property due and to become due under or pursuant to such Assigned Agreements, such Railcars or Leases, including, without limitation, all rights, powers, privileges, options and other benefits to receive and collect rental payments, income, revenues, profits and other amounts, payments, tenders or security (including any cash collateral) from any other party thereto (including, in the case of related Leases, from the Lessees thereunder), (iii) all rights, powers, privileges, options and other benefits of the Issuer to receive proceeds of any casualty insurance, condemnation

award, indemnity, warranty or guaranty with respect to such Assigned Agreements, Railcars or Leases, (iv) all claims of the Issuer for damages arising out of or for breach of or default under any Assigned Agreement or in respect of any related Lease and (v) the rights, powers, privileges, options and other benefits of the Issuer to perform under each Assigned Agreement and related Lease, to compel performance and otherwise exercise all remedies thereunder and to terminate each Assigned Agreement and related Lease;

          (c) all (i) Railroad Mileage Credits allocable to such Railcars and any payments in respect of such credits, (ii) tort claims or any other claims of any kind or nature related to such Railcars and any payments in respect of such claims, (iii) SUBI Certificates evidencing a SUBI interest in the Trinity Marks related to such Railcars and (iv) other payments owing by any Person (including any railroads or similar entities) in respect of or attributable to such Railcars or the use, loss, damage, casualty, condemnation of such Railcars or the Marks associated therewith, in each case whether arising by contract, operation of law, course of dealing, industry practice or otherwise;

          (d) all Indenture Accounts and all Investment Property therein (including, without limitation, all (i) securities, whether certificated or uncertificated, (ii) Security Entitlements, (iii) Securities Accounts, (iv) commodity contracts and (v) commodity accounts) in which the Issuer has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property with respect thereto, including, without limitation, any Permitted Investments purchased with funds on deposit in any Indenture Accounts, and all income from the investment of funds therein;

          (e) all insurance policies maintained by the Issuer or for its benefit (including, without limitation, all insurance policies maintained by the Manager or the Insurance Manager for the benefit of the Issuer) covering all or any portion of the Collateral, and all payments thereon or with respect thereto; and

          (f) all Proceeds, accessions, profits, products, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Issuer described in the preceding clauses (including, without limitation, the Issuer’s claims for indemnity thereunder and payments with respect thereto).

Such Security Interests are made in trust and subject to the terms and conditions of this Indenture as collateral security for the payment and performance in full by the Issuer of all Outstanding Obligations and for the prompt payment in full by the Issuer of the respective amounts due and the prompt performance in full by the Issuer of all of its other obligations, in each case, under the Issuer Documents, the Equipment Notes and the Operative Agreements to which the Issuer is a party (collectively, the “Secured Obligations”), all as provided in this Indenture.

     For avoidance of doubt it is expressly understood and agreed that, to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties hereto desire that any property

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which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision.

     The Indenture Trustee acknowledges such Security Interests, accepts the duties created hereby in accordance with the provisions hereof and agrees to hold and administer all Collateral for the use and benefit of all present and future Secured Parties.

     The Issuer hereby irrevocably authorizes the Indenture Trustee at any time, and from time to time, to file, without the signature of the Issuer, in any filing office in any UCC jurisdiction necessary or desirable to perfect the Security Interests granted herein, any initial financing statements, continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset constituting Collateral falls within the scope of Article 9 of the UCC in the same manner as described herein or in any other manner as the Indenture Trustee may determine in its sole discretion is necessary or desirable to ensure the perfection of the Security Interests granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether the Issuer is an organization, the type of organization and any organization identification number issued to the Issuer. The Issuer agrees to furnish the information described in clause (ii) of the preceding sentence to the Indenture Trustee promptly upon the Indenture Trustee’s request. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statement, continuation statements or amendment thereto.

     Priority. The Issuer intends the Security Interests in favor of the Indenture Trustee to be prior to all other Encumbrances in respect of the Collateral, and the Issuer has taken and shall take or cause to be taken all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Noteholders and other Secured Parties, a first priority, perfected security interest in the Collateral, to the extent that perfection can be achieved by the filing of a UCC-1 financing statement in any UCC jurisdiction and/or other similar filings with the STB. With respect to Leases related to Portfolio Railcars where the Lessee thereunder is a Canadian resident, the Issuer has taken and shall take or cause to be taken all actions necessary or advisable to obtain and maintain, in favor of the Indenture Trustee, a first priority, perfected security interest in the related Railcars including, without limitation, making all such filings, registrations and recordings with the Registrar General of Canada as are necessary or advisable to obtain and maintain a first priority, perfected security interest in such Railcars and taking any actions that may be required by clause (C) of Section 2.2(e) of the Management Agreement. Notwithstanding the foregoing, the Issuer shall not be required to make any filings, registrations or recordation in Mexico. The Indenture Trustee shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party under all applicable law in addition to, and not in limitation of, the other rights, remedies and recourses granted to the Indenture Trustee by this Indenture or any law relating to the creation and perfection of security interests in the Collateral.

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     Continuance of Security.

          (a) Except as otherwise provided under “Releases” below, the Security Interests created under this Indenture shall remain in force as continuing security to the Indenture Trustee, for the benefit of the Noteholders and other Secured Parties, until the repayment and performance in full of all Secured Obligations, notwithstanding any intermediate payment or satisfaction of any part of the Secured Obligations or any settlement of account or any other act, event or matter whatsoever, and shall secure Secured Obligations, including, without limitation, the ultimate balance of the moneys and liabilities hereby secured.

          (b) No assurance, security or payment which may be avoided or adjusted under the law, including under any enactment relating to bankruptcy or insolvency and no release, settlement or discharge given or made by the Indenture Trustee on the faith of any such assurance, security or payment, shall prejudice or affect the right of the Indenture Trustee to recover the Secured Obligations from the Issuer (including any moneys which it may be compelled to pay or refund under the provisions of any applicable insolvency legislation of any applicable jurisdiction and any costs payable by it pursuant to or otherwise incurred in connection therewith) or to enforce the Security Interests granted under this Indenture to the full extent of the Secured Obligations and accordingly, if any release, settlement or discharge is or has been given hereunder and there is subsequently any such avoidance or adjustment under the law, it is expressly acknowledged and agreed that such release, settlement or discharge shall be void and of no effect whatsoever.

          (c) If the Indenture Trustee shall have grounds in its absolute discretion acting in good faith for believing that the Issuer may be insolvent pursuant to the provisions of any applicable insolvency legislation in any relevant jurisdiction as at the date of any payment made by the Issuer to the Indenture Trustee (provided that the Indenture Trustee shall have no duty to inquire or investigate and shall not be deemed to have knowledge of same absent written notice received by a responsible officer of the Indenture Trustee), the Indenture Trustee shall retain the Security Interests contained in or created pursuant to this Indenture until the expiration of a period of one month plus such statutory period within which any assurance, security, guarantee or payment can be avoided or invalidated after the payment and discharge in full of all Secured Obligations notwithstanding any release, settlement, discharge or arrangement which may be given or made by the Indenture Trustee on, or as a consequence of, such payment or discharge of liability, provided that, if at any time within such period, the Issuer shall commence a voluntary winding-up or other voluntary case or other proceeding under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction seeking liquidation, reorganization or other relief with respect to the Issuer or the Issuer’s debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property or if the Issuer shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Issuer, or making a general assignment for the benefit of any creditor of the Issuer under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction, the Indenture Trustee shall continue to retain such Security Interest for such further period as the Indenture Trustee may reasonably determine on advice of counsel and such Security Interest

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shall be deemed to have continued to have been held as security for the payment and discharge to the Indenture Trustee of all Secured Obligations.

     No Transfer of Duties. The Security Interests granted hereby are granted as security only and shall not (i) transfer or in any way affect or modify, or relieve the Issuer from, any obligation to perform or satisfy any term, covenant, condition or agreement to be performed or satisfied by the Issuer under or in connection with this Indenture or any Issuer Document or any Collateral or (ii) impose any obligation on any of the Secured Parties or the Indenture Trustee to perform or observe any such term, covenant, condition or agreement or impose any liability on any of the Secured Parties or the Indenture Trustee for any act or omission on the part of the Issuer relative thereto or for any breach of any representation or warranty on the part of the Issuer contained therein or made in connection therewith unless otherwise expressly provided therein.

     Collateral.

          (a) Generally. On the Closing Date, all Instruments, Chattel Paper, Securities or other documents, including, without limitation, any Chattel Paper Originals evidencing the initial Leases described on Schedule 3 hereto and SUBI Certificates, representing or evidencing Collateral shall be delivered to and held by or on behalf of the Indenture Trustee on behalf of the Secured Parties pursuant hereto all in form and substance reasonably satisfactory to the Indenture Trustee. Subject to subsections (c) and (d) under this heading, until the termination of the Security Interest granted hereby, if the Issuer shall acquire (by purchase, contribution, substitution, replacement or otherwise) any additional Collateral evidenced by Instruments or Chattel Paper at any time or from time to time after the date hereof, the Issuer shall promptly pledge and deposit the Collateral so evidenced as security for the Secured Obligations with the Indenture Trustee and deliver same to the custodial possession of the Indenture Trustee, and the Indenture Trustee shall accept under this Indenture such delivery.

          (b) Safekeeping. The Indenture Trustee agrees to maintain the Collateral received by it (including possession of the Chattel Paper Originals) and all records and documents relating thereto at such address or addresses as may from time to time be specified by the Indenture Trustee in writing to each Secured Party and the Issuer. The Indenture Trustee shall keep all Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Permitted Investments and Indenture Accounts included in the Collateral in such a manner as shall enable the Indenture Trustee, the Secured Parties and the Issuer to verify the accuracy of such record keeping. The Indenture Trustee’s books and records shall at all times show that to the extent that any Collateral is held by the Indenture Trustee such Collateral shall be held as agent of and custodian for the Secured Parties and is not the property of the Indenture Trustee. The Indenture Trustee will promptly report to each Secured Party and the Issuer any failure on its part to hold the Collateral as provided in this subsection and will promptly take appropriate action to remedy any such failure.

          (c) Limitations on Common Schedules and Riders. On and after the date hereof, the Issuer shall use commercially reasonable efforts to cause all Portfolio Railcars which are subject to a Lease (or become subject to a Lease pursuant to the exercise of any replacement, substitution or remarketing rights of the Issuer under the Operative Agreements) to be identified

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in separate executed Schedules or Riders to the related “master lease agreement” with the applicable Lessee such that only Portfolio Railcars are identified on the applicable Schedules or Riders and no railcars are identified thereon which are owned by any Person other than the Issuer (such other party, a “Non-Indenture Party”); provided, however, that to the extent the separateness of such Schedule or Rider cannot be maintained, (i) in no event shall the percentage of Portfolio Railcars in the aggregate (measured by Adjusted Value) contained on Schedules or Riders which also include railcars owned by a Non-Indenture Party exceed 20% of the Portfolio Railcars in the aggregate (measured by Adjusted Value) and (ii) in all cases in which Schedules or Riders contain Portfolio Railcars together with other railcars owned by a Non-Indenture Party, the applicable Lessee(s) shall have agreed, if requested by the Indenture Trustee acting at the Direction of the Requisite Majority (which request may only be made in connection with the exercise of remedies against such Portfolio Railcars), to re-execute one or more separate Schedules or Riders for such Portfolio Railcars and other applicable railcars such that the Schedules and Riders identifying the Portfolio Railcars do not identify any railcars other than such Portfolio Railcars.

          (d) Custody of Leases. Upon the written request of the Issuer, in the event that the separateness of Schedules or Riders cannot be maintained as aforesaid, the parties hereto agree to implement a custodial arrangement with respect to Leases related to Portfolio Railcars whereby Wilmington Trust Company, as custodian (or any other financial institution or trust company reasonably satisfactory to the parties hereto) will maintain custody of the original of such Leases (including all such non-separate Schedules and Riders) for the benefit of the Secured Parties and any Non-Indenture Party with an interest therein, as their interests may appear. Such custodial arrangement will be evidenced by a custodial agreement to contain terms and conditions reasonably satisfactory to the Issuer and the Indenture Trustee.

          (e) Notifications. The Indenture Trustee at the expense of the Issuer shall promptly forward to the Issuer and the Manager a copy of each notice, request, report, or other document relating to any Issuer Document included in the Collateral that is received by a Responsible Officer of the Indenture Trustee from any Person other than the Issuer or the Manager on and after the Closing Date.

     Releases. If at any time all or any part of the Collateral is to be sold, transferred, assigned or otherwise disposed of by the Issuer or the Indenture Trustee or any Person on its or their behalf (but in any such case only as required or permitted by the Operative Agreements), the Indenture Trustee upon receipt of written notice from the Issuer, which notice shall be delivered at least five (5) Business Days prior to such sale, transfer, assignment or disposal, on or prior to the date of such sale, transfer, assignment or disposal (but not to be effective until the date of such sale, transfer, assignment or disposal) (or, in the case of a Lessee’s exercise of a purchase option, on, immediately prior to or after the date of such purchase, as may be requested by the Issuer), at the expense of the Issuer, execute such instruments of release prepared by the Issuer, in recordable form, if necessary, in favor of the Issuer or any other Person as the Issuer may reasonably request, deliver the relevant part of the Collateral in its possession to the Issuer, otherwise release the Security Interest evidenced by this Indenture on such Collateral and release and deliver such Collateral to the Issuer and issue confirmation, to the relevant purchaser, transferee, assignee, insurer, and such other Persons as the Issuer may direct, upon being requested to do so by the Issuer, that the relevant Collateral is no longer subject to the Security

6

Interests. Any such release to the Issuer shall be deemed to release or reassign as appropriate in respect of the Collateral such grants and assignments arising hereunder.

     At the request of the Issuer, upon the payment in full of all Secured Obligations, including, without limitation, the payment in full in cash of all unpaid principal of and accrued interest on the Equipment Notes, the Indenture Trustee shall release the Security Interests in the Portfolio and the other Collateral hereunder. In connection therewith, the Indenture Trustee agrees, at the expense of the Issuer and without the necessity of any consent from any Secured Party, to execute such instruments of release, in recordable form if necessary, in favor of the Issuer as the Issuer may reasonably request in respect of the release of such Portfolio from the Security Interests, and to otherwise release the security interests evidenced by this Indenture in and with respect to such Collateral to the Issuer and to issue confirmation to such Persons as the Issuer may direct, upon being requested to do so by the Issuer, that such Collateral is no longer subject to the Security Interests.

     No release of any Collateral shall be effected by any Optional Redemption by the Issuer of the Equipment Notes in part and not in whole.

     Exercise of the Issuer’s Rights Concerning the Management Agreement. The Issuer hereby agrees that, whether or not an Event of Default has occurred and is continuing, so long as this Indenture has not been terminated and the Security Interests on the Collateral released, the Indenture Trustee (acting at the Direction of the Requisite Majority) shall have the exclusive right to exercise and enforce all of the rights of the Issuer set forth in Sections 8.2, 8.3, 8.5 (other than the right to propose the list of replacement managers pursuant to Section 8.5(b)) and 8.6 of the Management Agreement (including, without limitation, the rights to deliver all notices, declare a Manager Termination Event, terminate the Management Agreement, elect to replace the Manager and/or elect to appoint a Successor Manager and select any replacement Manager, and the right to increase the Management Fee and/or add an incentive fee payable to any such Successor Manager); provided that so long as no Event of Default has occurred and is continuing, the Issuer shall retain the non-exclusive right to approve the list of proposed replacement Managers (such approval not to be unreasonably withheld or delayed) and to deliver notices under Section 8.2 of the Management Agreement and declare a Manager Termination Event thereunder. In furtherance of the foregoing, the Issuer hereby irrevocably appoints the Indenture Trustee as its attorney-in-fact to exercise all rights described in this Granting Clause provision in its place and stead.

ARTICLE I

DEFINITIONS

     Section 1.01 Definitions.

     For purposes of this Indenture, the terms set forth on Annex A hereto shall have the meanings indicated on such Annex A.

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     Section 1.02 Rules of Construction.

     Unless the context otherwise requires:

          (a) A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP.

          (b) The terms “herein”, “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

          (c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices, Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this Indenture.

          (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa.

          (e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”.

          (f) References in this Indenture to an agreement or other document (including this Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms and the provisions of this Indenture, and the provisions of this Indenture apply to successive events and transactions.

          (g) References in this Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor.

          (h) References in this Indenture to the Equipment Notes include the terms and conditions applicable to the Equipment Notes; and any reference to any amount of money due or payable by reference to the Equipment Notes shall include any sum covenanted to be paid by the Issuer under this Indenture in respect of the Equipment Notes.

          (i) References in this Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, in respect of any jurisdiction other than the State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to in this Indenture.

          (j) Where any payment is to be made, funds applied or any calculation is to be made hereunder on a day which is not a Business Day, unless any Operative Agreement otherwise provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly.

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          (k) For purposes of determining the balance of amounts credited to and/or deposited in an Indenture Account, the “value” of Permitted Investments deposited in and/or credited to an Indenture Account shall be the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (other than cash equivalents of Dollars included in the definition of Permitted Investments) shall be the face value thereof.

     Section 1.03 Compliance Certificates and Opinions.

     Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee an Officer’s Certificate stating that, in the opinion of the signers thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and, if requested by the Indenture Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or any indenture supplemental hereto shall include:

          (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Indenture relating thereto;

          (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

          (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

          (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

     Section 1.04 Acts of Noteholders.

          (a) Any direction, consent, waiver or other action provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders or any Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, to each Rating Agency where it is hereby expressly required pursuant to this Indenture and to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders or Requisite Majority thereof

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signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose under this Indenture and conclusive in favor of the Indenture Trustee or the Issuer, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation, association, trust or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner that the Indenture Trustee deems sufficient.

          (c) In determining whether Noteholders or any Requisite Majority thereof shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.

          (d) The Issuer may at its option, by delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s Certificate which shall be a date not more than 30 days prior to the first solicitation of Noteholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Noteholders of record of the Equipment Notes at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than one year after the record date.

          (e) Any Direction or other action by a Noteholder or a Requisite Majority thereof shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Equipment Note.

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ARTICLE II

THE EQUIPMENT NOTES

     Section 2.01 Authorization, Issuance and Authentication of the Equipment Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery.

          (a) There is hereby created a series of Equipment Notes designated as set forth in the definition of the term Equipment Notes herein. The aggregate principal balance of the Equipment Notes as of their date of issuance on the Closing Date is $238,262,640.

          (b) The Equipment Notes to be issued on the Closing Date shall be executed by the Issuer and delivered to the Indenture Trustee for authentication and the Indenture Trustee shall authenticate and deliver the Equipment Notes upon the Issuer’s request and direction set forth in an Officer’s Certificate of the Issuer signed by one of its authorized signatories, without further action on the part of the Issuer. Any such authentication may be made on separate counterparts and by facsimile.

          (c) There shall be issued, delivered and authenticated on the Closing Date to each of the Noteholders identified on such Equipment Notes, Equipment Notes in the principal amounts and maturities and bearing the interest rates set forth thereon (or incorporated by reference therein from this Indenture), in each case in registered form and substantially in the form set forth on Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, typewritten or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Equipment Notes may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Indenture Trustee executing such Equipment Notes, such determination by said Indenture Trustee to be evidenced by its authentication of such Equipment Notes. Definitive Notes shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Equipment Notes may be listed, all as determined by the Indenture Trustee authenticating such Equipment Notes, as evidenced by such authentication.

          (i) Equipment Notes sold in reliance on Rule 144A shall be represented by a single permanent 144A Book-Entry Note which will be deposited with DTC or its custodian, the Indenture Trustee or an agent of the Indenture Trustee and registered in the name of Cede as nominee of DTC.

          (ii) Equipment Notes offered and sold outside of the United States in reliance on Regulation S shall be represented by a Regulation S Temporary Book-Entry Note, which will be deposited with the Indenture Trustee or an agent of the Indenture Trustee as custodian for and registered in the name of Cede, as nominee of DTC. Beneficial interests in each Regulation S Temporary Book-Entry Note may be held only through Euroclear or Clearstream; provided, however, that such interests may be

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exchanged for interests in a 144A Book-Entry Note or a Definitive Note in accordance with the certification requirements described in Section 2.07 hereof.

          (iii) A beneficial owner of an interest in a Regulation S Temporary Book-Entry Note may receive payments in respect of such Regulation S Temporary Book-Entry Notes only after delivery to Euroclear or Clearstream, as the case may be, of a written certification substantially in the form set forth in Exhibit B-1 to this Indenture, and upon delivery by Euroclear or Clearstream, as the case may be, to the Indenture Trustee and Note Registrar of a certification or certifications substantially in the form set forth in Exhibit B-2 to this Indenture. The delivery by a beneficial owner of the certification referred to above shall constitute its irrevocable instruction to Euroclear or Clearstream, as the case may be, to arrange for the exchange of the beneficial owner’s interest in the Regulation S Temporary Book-Entry Note for a beneficial interest in the Unrestricted Book-Entry Note after the Exchange Date in accordance with the paragraph below.

          (iv) Not earlier than the Exchange Date, interests in each Regulation S Temporary Book-Entry Note will be exchangeable for interests in the related permanent global note (an “Unrestricted Book-Entry Note”). Each Unrestricted Book-Entry Note will be deposited with the Indenture Trustee and registered in the name of Cede as nominee of DTC. After (1) the Exchange Date and (2) receipt by the Indenture Trustee and Note Registrar of written instructions from Euroclear or Clearstream, as the case may be, directing the Indenture Trustee and Note Registrar to credit or cause to be credited to either Euroclear’s or Clearstream’s, as the case may be, depositary account a beneficial interest in the Unrestricted Book-Entry Note in a principal amount not greater than that of the beneficial interest in the Regulation S Temporary Book-Entry Note, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the principal amount of the Regulation S Temporary Book-Entry Note and increase the principal amount of the Unrestricted Book-Entry Note, in each case by the principal amount of the beneficial interest in the Regulation S Temporary Book-Entry Note to be so transferred, and to credit or cause to be credited to the account of a Direct Participant a beneficial interest in the Unrestricted Book-Entry Note having a principal amount equal to the reduction in the principal amount of such Regulation S Temporary Book-Entry Note.

          (v) Upon the exchange of the entire principal amount of the Regulation S Temporary Book-Entry Note for beneficial interests in the Unrestricted Book-Entry Note, the Indenture Trustee shall cancel the Regulation S Temporary Book-Entry Note in accordance with the Indenture Trustee’s policies in effect from time to time.

          (vi) No interest in the Regulation S Book-Entry Notes may be held by or transferred to a United States Person except for exchanges for a beneficial interest in a 144A Book-Entry Note or a Definitive Note as described below.

          (d) The Equipment Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of an Authorized Representative of the Issuer.

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     (e) Each Equipment Note bearing the manual or facsimile signatures of any individual who was at the time such Equipment Note was executed an Authorized Representative of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such office prior to the authentication and delivery of such Equipment Notes or any payment thereon.

     (f) No Equipment Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in clause (c) and (e) above and authenticated by or on behalf of the Indenture Trustee as provided in clause (c) above. Such signatures shall be conclusive evidence that such Equipment Note has been duly executed and authenticated under this Indenture. Each Equipment Note shall be dated the date of its authentication.

     Section 2.02 Restrictive Legends.

     Except as specified in Section 2.11(g) hereof, each 144A Book-Entry Note, each Regulation S Temporary Book-Entry Note, each Unrestricted Book-Entry Note and each Definitive Note (and all Equipment Notes issued in exchange therefor or upon registration of transfer or substitution thereof) shall bear the following legend on the face thereof:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF TRINITY RAIL LEASING VII, LLC (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OR (4) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (4) TO RECEIPT OF AN OPINION OF COUNSEL AND SUCH CERTIFICATES AND OTHER DOCUMENTS AS THE TRUSTEE MAY REQUIRE UNDER THE INDENTURE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     BY ITS PURCHASE OF ANY NOTE, THE PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED EITHER THAT (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF

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THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN AS COVERED BY SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR (B) ITS PURCHASE AND HOLDING OF SUCH NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR OTHER LAW).

Each Book-Entry Note shall also bear the following legend on the face thereof:

     THIS NOTE IS A GLOBAL BOOK-ENTRY NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     Section 2.03 Note Registrar and Paying Agent.

          (a) With respect to the Equipment Notes, there shall at all times be maintained an office or agency in the location set forth in Section 13.04 hereof where Equipment Notes may be presented or surrendered for registration of transfer or for exchange (each, a “Note Registrar”), and for payment thereof (each, a “Paying Agent”) and where notices to or demands upon the Issuer in respect of such Equipment Notes may be served. For so long as the Equipment Notes are listed on any stock exchange, the Issuer shall appoint and maintain a Paying Agent and a Note Registrar in the jurisdiction in which such stock exchange is located. The Issuer shall cause each Note Registrar to keep a register of the Equipment Notes for which it is acting as Note Registrar and of their transfer and exchange (the “Register”). Written notice of

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the location of each such other office or agency and of any change of location thereof shall be given by the Indenture Trustee to the Issuer and the Holders of the Equipment Notes. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Indenture Trustee. Notwithstanding anything to the contrary in this Indenture, the entries in the Register shall be conclusive, in the absence of manifest error, and the Issuer, the Indenture Trustee, and Noteholder shall treat each Person in whose name an Equipment Note is registered as the beneficial owner thereof for all purposes of this Indenture. No transfer of an Equipment Note shall be effective unless such transfer has been recorded in the Register as provided in this Section.

          (b) Each Authorized Agent in the location set forth in Section 13.04 shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state or territory thereof or of the District of Columbia, with a combined capital and surplus of at least $75,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000) and shall be authorized under the laws of the United States or any state or territory thereof to exercise corporate trust powers, subject to supervision by Federal or state authorities (such requirements, the “Eligibility Requirements”). The Indenture Trustee shall initially be a Paying Agent and Note Registrar hereunder with respect to the Equipment Notes. Each Note Registrar other than the Indenture Trustee shall furnish to the Indenture Trustee, at stated intervals of not more than six months, and at such other times as the Indenture Trustee may request in writing, a copy of the Register maintained by such Note Registrar.

          (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation.

          (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Issuer may, and at the request of the Indenture Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Indenture Trustee. Upon the resignation or termination of an Authorized Agent or if at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Indenture Trustee), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Issuer shall give written notice of any such appointment made by it to the Indenture Trustee; and in each case the

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Indenture Trustee shall mail notice of such appointment to all Holders of the Equipment Notes as their names and addresses appear on the Register for the Equipment Notes.

          (e) The Issuer agrees to pay, or cause to be paid, from time to time reasonable compensation to each Authorized Agent for its services and to reimburse it for its reasonable expenses to be agreed to pursuant to separate agreements with each such Authorized Agent.

     Section 2.04 Paying Agent to Hold Money in Trust.

     The Indenture Trustee shall require each Paying Agent other than the Indenture Trustee to agree in writing that all moneys deposited with any Paying Agent for the purpose of any payment on the Equipment Notes shall be deposited and held in trust for the benefit of the Holders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Holders with respect to which such money was deposited.

     The Indenture Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such moneys.

     Section 2.05 Method of Payment.

          (a) On each Payment Date, the Indenture Trustee shall, or shall instruct a Paying Agent to, pay to the Noteholders of the Equipment Notes all interest, principal and premium, if any, on the Equipment Notes required to be paid on such Payment Date, in each case to the extent of the Available Collections Amount and pursuant to the Flow of Funds; provided, that in the event and to the extent receipt of any payment is not confirmed by the Indenture Trustee or such Paying Agent by noon (New York City time) on such Payment Date or any Business Day thereafter, distribution thereof shall be made on the Business Day following the Business Day such payment is received; and provided further, that payment on a Regulation S Temporary Book-Entry Note shall be made to the Holder thereof only in conformity with Section 2.05(c) hereof. Each such payment on any Payment Date other than the final payment with respect to the Equipment Notes shall be made by the Indenture Trustee or Paying Agent to the Noteholders as of the Record Date for such Payment Date. The final payment with respect to any Equipment Note, however, shall be made only upon presentation and surrender of such Equipment Note by the Noteholder or its agent at the Corporate Trust Office or agency of the Indenture Trustee or Paying Agent specified in the notice given by the Indenture Trustee or Paying Agent with respect to such final payment.

          (b) At such time, if any, as the Equipment Notes are issued in the form of Definitive Notes, payments on a Payment Date shall be made by check mailed to each Noteholder of a Definitive Note on the applicable Record Date at its address appearing on the Register maintained with respect to the Equipment Notes. Alternatively, upon application in writing to the Indenture Trustee, not later than the applicable Record Date, by a Noteholder of one or more Definitive Notes having an aggregate original principal amount of not less than

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$1,000,000, any such payments shall be made by wire transfer to an account designated by such Noteholder at a financial institution in New York, New York; provided that the final payment for the Equipment Notes shall be made only upon presentation and surrender of the Definitive Notes by the Noteholder or its agent at the Corporate Trust Office or agency of the Indenture Trustee or Paying Agent specified in the notice of such final payment given by the Indenture Trustee or Paying Agent. The Indenture Trustee or Paying Agent shall mail such notice of the final payment of the Equipment Notes to each of the Noteholders, specifying the date and amount of such final payment.

          (c) The beneficial owner of a Regulation S Temporary Book-Entry Note may arrange to receive interest, principal and premium payments through Euroclear or Clearstream on such Regulation S Temporary Book-Entry Note only after delivery by such beneficial owner to Euroclear or Clearstream, as the case may be, of a written certification substantially in the form of Exhibit B-3 hereto, and upon delivery of Euroclear or Clearstream, as the case may be, to the Paying Agent of a certification or certifications substantially in the form of Exhibit B-4 hereto. No interest, principal or premium shall be paid to any beneficial owner and no interest, principal or premium shall be paid to Euroclear or Clearstream on such beneficial owner’s interest in a Regulation S Temporary Book-Entry Note unless Euroclear or Clearstream, as the case may be, has provided such a certification to the Paying Agent with respect to such interest, principal and/or premium.

     Section 2.06 Minimum Denomination.

     Each Equipment Note shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof; provided that, notwithstanding anything to the contrary herein, one Equipment Note may be issued with such excess in integral multiples of $10.

     Section 2.07 Exchange Option.

     If the holder (other than the Purchaser) of a beneficial interest in an Unrestricted Book-Entry Note deposited with DTC wishes at any time to exchange its interest in the Unrestricted Book-Entry Note, or to transfer its interest in the Unrestricted Book-Entry Note to a Person who wishes to take delivery thereof in the form of an interest in the 144A Book-Entry Note, the holder may, subject to the rules and procedures of Euroclear or Clearstream and DTC, as the case may be, give directions for the Indenture Trustee and Note Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the 144A Book-Entry Note. Upon receipt by the Indenture Trustee and Note Registrar of (a) instructions from Euroclear or Clearstream (based on instructions from depositaries for Euroclear and Clearstream) or from a DTC Participant, as applicable, or DTC, as the case may be, directing the Indenture Trustee and Note Registrar to credit or cause to be credited a beneficial interest in the 144A Book-Entry Note equal to the beneficial interest in the Unrestricted Book-Entry Note to be exchanged or transferred (such instructions to contain information regarding the DTC Participant account to be credited with the increase, and, with respect to an exchange or transfer of an interest in the Unrestricted Book-Entry Note, information regarding the DTC Participant account to be debited with the decrease), and (b) a certificate in the form of Exhibit B-8, given by the Noteholder (and the proposed transferee, if applicable), the Indenture Trustee and Note

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Registrar shall instruct DTC to reduce the Unrestricted Book-Entry Note by the aggregate principal amount of the beneficial interest in the Unrestricted Book-Entry Note to be exchanged or transferred, and the Indenture Trustee shall instruct DTC, concurrently with the reduction, to increase the principal amount of the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the Unrestricted Book-Entry Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the 144A Book-Entry Note equal to the reduction in the principal amount of the Unrestricted Book-Entry Note.

     If a holder (other than the Purchaser) of a beneficial interest in the 144A Book-Entry Note wishes at any time to exchange its interest in the 144A Book-Entry Note for an interest in a Regulation S Book-Entry Note, or to transfer its interest in the 144A Book-Entry Note to a Person who wishes to take delivery thereof in the form of an interest in the Regulation S Book-Entry Note, the holder may, subject to the rules and procedures of DTC, give directions for the Indenture Trustee and Note Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the Regulation S Book-Entry Note. Upon receipt by the Indenture Trustee and Note Registrar of (a) instructions given in accordance with DTC’s procedures from a DTC Participant directing the Indenture Trustee and Note Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Note in an amount equal to the beneficial interest in the 144A Book-Entry Note to be exchanged or transferred, (b) a written order given in accordance with DTC’s procedures containing information regarding the account of the depositaries for Euroclear or Clearstream or another Clearing Agency Participant, as the case may be, to be credited with the increase and the name of the account and (c) certificates in the form of Exhibits B-5 and B-7 hereto, respectively, given by the Noteholder and the proposed transferee of the interest, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the 144A Book-Entry Note to be so exchanged or transferred and the Indenture Trustee and Note Registrar shall instruct DTC, concurrently with the reduction, to increase the principal amount of the Regulation S Book-Entry Note by the aggregate principal amount of the beneficial interest in the 144A Book-Entry Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the Regulation S Book-Entry Note equal to the reduction in the principal amount of the 144A Book-Entry Note.

     Notwithstanding anything to the contrary herein, the Purchaser may exchange beneficial interests in the Regulation S Temporary Book-Entry Note held by it for interests in the 144A Book-Entry Note only after delivery by the Purchaser of instructions to DTC for the exchange, substantially in the form of Exhibit B-6 hereto. Upon receipt of the instructions provided in the preceding sentence, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the principal amount of the Regulation S Temporary Book-Entry Note to be so transferred and shall instruct DTC to increase the principal amount of the 144A Book-Entry Note and credit or cause to be credited to the account of the placement agent a beneficial interest in the 144A Book-Entry Note having a principal amount equal to the amount by which the principal amount of the Regulation S Temporary Book-Entry Note was reduced upon the transfer pursuant to the instructions provided in the first sentence of this paragraph.

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     If a Book-Entry Note is exchanged for a Definitive Note, such Equipment Notes may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of the three immediately preceding paragraphs (including the certification requirements intended to ensure that the exchanges or transfers comply with Rule 144 or Regulation S, as the case may be) and as may be from time to time adopted by the Indenture Trustee.

     Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes.

     If any Equipment Note shall become mutilated, destroyed, lost or stolen, the Issuer shall issue, upon the written request of the Holder thereof and presentation of the Equipment Note or satisfactory evidence of destruction, loss or theft thereof to the Indenture Trustee or Note Registrar, and the Indenture Trustee shall authenticate and the Indenture Trustee or Note Registrar shall deliver in exchange therefor or in replacement thereof, a new Equipment Note, payable to such Holder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Equipment Note being replaced has become mutilated, such Equipment Note shall be surrendered to the Indenture Trustee or a Note Registrar and forwarded to the Issuer by the Indenture Trustee or such Note Registrar. If the Equipment Note being replaced has been destroyed, lost or stolen, the Holder thereof shall furnish to the Issuer, the Indenture Trustee or a Note Registrar (i) such security or indemnity as may be required by them to save the Issuer, the Indenture Trustee and such Note Registrar harmless and (ii) evidence satisfactory to the Issuer, the Indenture Trustee and such Note Registrar of the destruction, loss or theft of such Equipment Note and of the ownership thereof. The Noteholder will be required to pay any tax or other governmental charge imposed in connection with such exchange or replacement and any other expenses (including the fees and expenses of the Indenture Trustee and any Note Registrar) connected therewith.

     Section 2.09 Payments of Transfer Taxes.

     Upon the transfer of any Equipment Note or Equipment Notes pursuant to Section 2.07 hereof, the Issuer or the Indenture Trustee may require from the party requesting such new Equipment Note or Equipment Notes payment of a sum to reimburse the Issuer or the Indenture Trustee for, or to provide funds for the payment of, any transfer tax or similar governmental charge payable in connection therewith.

     Section 2.10 Book-Entry Registration.

          (a) Upon the issuance of any Book-Entry Notes, DTC or its custodian will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual beneficial interests represented by such Book-Entry Notes to the accounts of a Direct Participant. Ownership of beneficial interests in a Book-Entry Note will be limited to DTC Participants or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Book-Entry Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of Persons other than DTC Participants).

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          (b) So long as DTC, or its nominee, is the registered owner or holder of a Book-Entry Note, DTC or such nominee, as the case may be, will be considered the sole owner or Noteholder represented by such Book-Entry Note for all purposes under this Indenture, and the Book-Entry Notes. Unless (a) DTC notifies the Issuer that it is unwilling or unable to continue as depository for a Book-Entry Note, (b) the Issuer elects to terminate the book-entry system for the Book-Entry Notes, or (c) an Event of Default has occurred and the Indenture Trustee acting at the Direction of a Requisite Majority certifies that continuation of a book-entry system through DTC (or a successor) for the Equipment Notes is no longer in the best interests of the Noteholders, owners of beneficial interests in a Book-Entry Note will not be entitled to have any portion of such Book-Entry Note registered in their names, will not receive or be entitled to receive physical delivery of Equipment Notes in definitive form and will not be considered to be the owners or Noteholders under this Indenture or the Book-Entry Notes. In addition, no beneficial owner of an interest in a Book-Entry Note will be able to transfer that interest except in accordance with DTC’s applicable procedures (and in addition, if applicable, those of Clearstream and Euroclear).

          (c) Investors may hold their interest in a Regulation S Book-Entry Note through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such systems. After the Exchange Date, investors also may hold such interests through organizations other than Clearstream and Euroclear that are DTC Participants. Clearstream and Euroclear will hold interests in a Regulation S Book-Entry Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which in turn will hold such interests in a Regulation S Book-Entry Note in customers’ accounts in the depositaries’ names on the books of DTC. Citibank, N.A. will initially act as depositary for Clearstream and Morgan Guaranty Trust Company of New York, Brussels Office, will initially act as depositary for Euroclear. Investors may hold their interests in a 144A Book-Entry Note directly through DTC, if they are DTC Participants, or indirectly through organizations that are DTC Participants.

          (d) All payments of principal and interest will be made by the Paying Agent on behalf of the Issuer in immediately available funds or the equivalent, so long as DTC continues to make its Same-Day Funds Settlement System available to the Issuer.

     None of the Issuer, the Note Registrar, the Paying Agent or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither the Issuer nor the Indenture Trustee shall be liable if the Indenture Trustee or the Issuer is unable to locate a qualified successor Noteholder.

     Definitive Notes will be transferable and exchangeable for Definitive Notes at the office of the Indenture Trustee or the office of a Note Registrar upon compliance with the requirements set forth herein. In the case of a transfer of only part of a holding of Definitive Notes, a new Definitive Note shall be issued to the transferee in respect of the part transferred and a new Definitive Note in respect of the balance of the holding not transferred shall be issued to the transferor and may be obtained at the office of the applicable Note Registrar.

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          (e) Any beneficial interest in one of the Book-Entry Notes as to the Equipment Notes that is transferred to a Person who takes delivery in the form of an interest in another Book-Entry Note will, upon transfer, cease to be an interest in such Book-Entry Note and become an interest in such other Book-Entry Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Note for as long as it remains such an interest.

          (f) Any Definitive Note delivered in exchange for an interest in a 144A Book-Entry Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.11, bear the Private Placement Legend applicable to a 144A Book-Entry Note set forth in Section 2.02 hereof.

          (g) Any Definitive Note delivered in exchange for an interest in a Unrestricted Book-Entry Note pursuant to paragraph (b) of this Section shall, except as otherwise provided by paragraph (f) of Section 2.11, bear the Private Placement Legend applicable to a Unrestricted Book-Entry Note set forth in Section 2.02 hereof.

     Section 2.11 Special Transfer Provisions.

          (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of an Equipment Note (other than a Regulation S Temporary Book-Entry Note) or any interest therein to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

          (i) The Note Registrar shall register the transfer of any Equipment Note, whether or not such Equipment Note bears the Private Placement Legend, if the proposed transferee has delivered to the Note Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act.

          (ii) If the proposed transferor is a Direct Participant holding a beneficial interest in the 144A Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in the 144A Book-Entry Note to be transferred, and the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount.

          (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with Section 2.11(b) hereof to a QIB (excluding Non-U.S. Persons):

          (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who delivers a certificate in the form of Exhibit B-8 hereto to the

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Issuer and the Note Registrar, or has otherwise advised the Issuer and the Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing the Equipment Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Note, the transfer of such interest may be effected only through the book-entry system maintained by the DTC.

          (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

          (c) Transfers of Interests in a Regulation S Temporary Book-Entry Note. The following provisions shall apply with respect to registration of any proposed transfer of interests in a Regulation S Temporary Book-Entry Note:

          (i) The Note Registrar shall register the transfer of any interest in a Regulation S Temporary Book-Entry Note (x) if the proposed transferee is a Non-U.S. Person and the proposed transferor has delivered to the Note Registrar a certificate substantially in the form of Exhibit B-7 hereto or (y) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of such Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of such Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that it is purchasing such Equipment Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, are aware that the sale to them is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A.

          (ii) If the proposed transferee is a Direct Participant that provides the documents referred to in clause (i)(y) above, upon receipt by the Note Registrar of such

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documents and instructions given in accordance with DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Book-Entry Note, in an amount equal to the principal amount of the Regulation S Temporary Book-Entry Note to be transferred, and the Indenture Trustee shall decrease the amount of the Regulation S Temporary Book-Entry Note.

          (d) Transfers of Interests in an Unrestricted Book-Entry Note. The Note Registrar shall register any transfer of interests in an Unrestricted Book-Entry Note, or a Definitive Note issued in exchange for an interest in a Regulation S Temporary Book-Entry Note or Unrestricted Book-Entry Note in accordance with Section 2.11(b) hereof, to U.S. Persons in accordance with Section 2.07, or to Non-U.S. Persons in accordance with the applicable procedures of Euroclear or Clearstream and their respective participants.

          (e) Transfers to Non-U.S. Persons at any Time. With respect to any transfer of an Equipment Note to a Non-U.S. Person. prior to the applicable Exchange Date, the Note Registrar shall register any proposed transfer of a Regulation S Temporary Book-Entry Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit B-7 hereto from the proposed transferor.

          (f) ERISA Transfer Restrictions. Each purchaser and subsequent transferee of any Equipment Note will be deemed to have represented and warranted either that (i) it is not an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to the provisions of Title I of ERISA, a plan as covered by Section 4975 of the Code, or an entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or other plan’s investment in such entity, or (ii) its purchase and holding of the Equipment Note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, non-U.S. or church plan, any substantially similar federal, state, local or other law).

          (g) [Reserved].

          (h) General. By its acceptance of any Equipment Note bearing the Private Placement Legend, each Holder of such Equipment Note acknowledges the restrictions on transfer of such Equipment Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Equipment Note only as provided in this Indenture. The Note Registrar shall not register a transfer of any Equipment Note unless such transfer complies with the restrictions on transfer of such Equipment Note set forth in this Indenture. In connection with any transfer of Equipment Notes, each Holder agrees by its acceptance of its Equipment Notes to furnish the Indenture Trustee the certifications and legal opinions described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Indenture Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such legal opinions.

          (i) Issuer Group Member Limitations. Notwithstanding any other provision herein, no Equipment Note shall be transferred to any Issuer Group Member unless (i) the

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transferor thereof transfers such Equipment Notes to an Issuer Group Member in an arm’s length transaction, (ii) the transferor thereof is not an Issuer Group Member, (iii) such transfer is made solely for the purpose of retiring such Equipment Notes and (iv) the Issuer delivers to the Indenture Trustee, prior to the effectiveness of such transfer, an Officer’s Certificate of the Issuer pursuant to which the Issuer covenants and agrees that it will or will cause such transferred Equipment Notes to be retired within 30 days of such transfer. Notwithstanding any other provisions of this Indenture to the contrary, no Issuer Group Member shall be entitled to receive any interest on any Equipment Notes held by it.

     Section 2.12 Temporary Definitive Notes.

     Pending the preparation of Definitive Notes, the Issuer may execute and the Indenture Trustee may authenticate and deliver temporary Definitive Notes which are printed, lithographed, typewritten or otherwise produced, in any denomination, containing substantially the same terms and provisions as are set forth in the applicable exhibit hereto, except for such appropriate insertions, omissions, substitutions and other variations relating to their temporary nature as the Authorized Representative of the Issuer executing such temporary Definitive Notes may determine, as evidenced by his execution of such temporary Definitive Notes.

     If temporary Definitive Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Definitive Notes shall be exchangeable for Definitive Notes upon surrender of such temporary Definitive Notes at the Corporate Trust Office of the Indenture Trustee, without charge to the Holder thereof. Upon surrender for cancellation of any one or more temporary Definitive Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor Definitive Notes, in authorized denominations and in the same aggregate principal amounts. Until so exchanged, such temporary Definitive Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

     Section 2.13 Statements to Noteholders.

          (a) With respect to each Collection Period, the Issuer shall, not later than the last Business Day before the Payment Date immediately following the last day of such Collection Period, cause the Administrator to deliver to the Indenture Trustee, and the Indenture Trustee shall (or shall instruct any Paying Agent to) promptly thereafter (but not later than such Payment Date) distribute to the Rating Agencies, and to each Holder of record with respect to such Payment Date, a report, substantially in the form attached as Exhibit D-1 hereto prepared by the Administrator or Manager and setting forth the information described therein (each, a “Monthly Report”). The Issuer shall cause the Administrator or Manager to deliver to the Indenture Trustee with the Monthly Report for each June, and the Indenture Trustee shall (or shall instruct any Paying Agent to) distribute with the Monthly Report for each June to the Persons described in the first sentence in this Section 2.13(a), a report, substantially in the form attached as Exhibit D-2 hereto prepared by the Administrator or Manager and setting forth the information described therein (each, an “Annual Report”). The Indenture Trustee shall deliver, promptly upon written request, a copy of each Monthly Report and Annual Report to any Holder or other Secured Party and, at the written request of any Holder, to any prospective purchaser of any Equipment Notes from such Holder. If the Equipment Notes are then listed on any stock

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exchange, the Indenture Trustee also shall provide a copy of each Monthly Report and each Annual Report to the applicable listing agent on behalf of such stock exchange.

          (b) After the end of each calendar year but not later than the latest date permitted by law, the Administrator or Manager shall deliver to the Indenture Trustee, and the Indenture Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Noteholder of record of any Equipment Notes, a statement (for example, a Form 1099 or any other means required by law) prepared by the Administrator or Manager containing the sum of the amounts determined pursuant to Exhibit D-1 hereto with respect to the Equipment Notes for such calendar year or, in the event such Person was a Noteholder of record during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Administrator or Manager and which a Noteholder shall reasonably request as necessary for the purpose of such Noteholder’s preparation of its U.S. federal income or other tax returns. So long as any of the Equipment Notes are registered in the name of DTC or its nominee, such report and such other items will be prepared on the basis of such information supplied to the Administrator by DTC and the Direct Participants, and will be delivered by the Indenture Trustee, when received from the Administrator or Manager, to DTC for transfer to the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Indenture Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information.

          (c) At such time, if any, as the Equipment Notes are issued in the form of Definitive Notes, the Indenture Trustee shall prepare and deliver the information described in Section 2.13(b) to each Holder of record of a Definitive Note for the period of its ownership of such Definitive Note as the same appears on the records of the Indenture Trustee.

          (d) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Equipment Notes and prior to a Redemption, the Indenture Trustee shall cause notice thereof to be given (i) by publication in such English language newspaper or newspapers as the Indenture Trustee shall approve having a general circulation in Europe, (ii) by either of (a) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Indenture Trustee and notified to Noteholders or (b) publication in the Financial Times and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Indenture Trustee shall approve having a general circulation in Europe and the United States and (iii) until such time as any Definitive Notes are issued and, so long as the Equipment Notes are registered with DTC, Euroclear and/or Clearstream, delivery of the relevant notice to DTC, Euroclear and/or Clearstream for communication by them to Noteholders of the Equipment Notes. Notwithstanding the above, any notice to the Noteholders of the Equipment Notes specifying any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to DTC, Euroclear and/or Clearstream for communication by them to such Noteholders, without the need for publication in the in an English language newspaper described in clause (i) of the preceding sentence. If the Equipment Notes are listed on a stock exchange, notice specifying a Redemption

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of principal of any Equipment Notes must be published in a daily newspaper of general circulation in the jurisdiction in which such stock exchange is located for so long as the Equipment Notes are listed on such stock exchange. Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met.

          (e) The Indenture Trustee shall be at liberty to sanction some other method of giving notice to the Noteholders if, in its opinion, such other method is reasonable, having regard to the number and identity of the Noteholders and/or to market practice then prevailing, is in the best interests of the Noteholders and will comply with the rules of any stock exchange on which the Equipment Notes are listed as confirmed by the listing agent for such stock exchange or such other stock exchange (if any) on which the Equipment Notes are then listed, and any such notice shall be deemed to have been given on such date as the Indenture Trustee may approve the same; provided that notice of such method is given to the Noteholders in such manner as the Indenture Trustee shall require.

     Section 2.14 CUSIP, CINS AND ISIN Numbers.

     The Issuer in issuing the Equipment Notes may use “CUSIP”, “CINS”, “ISIN” or other identification numbers (if then generally in use), and if so, the Indenture Trustee shall use CUSIP numbers, CINS numbers, ISIN numbers or other identification numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Equipment Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Equipment Notes; provided further, that failure to use “CUSIP”, “CINS”, “ISIN” or other identification numbers in any notice of redemption or exchange shall not affect the validity or sufficiency of such notice.

     Section 2.15 Debt Treatment of Equipment Notes. The parties hereto agree, and the holders of the Equipment Notes and interests therein, by their purchase thereof shall be deemed to have agreed, to treat the Equipment Notes as debt for U.S. federal income tax purposes.

ARTICLE III

INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS

     Section 3.01 Establishment of Indenture Accounts; Investments.

          (a) Indenture Accounts. The Administrator, on behalf and at the direction of the Issuer, will establish with the Indenture Trustee on or before the Closing Date and maintain all of the following accounts: (i) a collections account (the “Collections Account”), (ii) a railcar replacement account (the “Mandatory Replacement Account”), (iii) an optional reinvestment account (the “Optional Reinvestment Account”), (iv) an expense account (the “Expense Account”), (v) a liquidity reserve account (the “Liquidity Reserve Account”), and (vi) for the purpose of facilitating the Indenture Trustee’s payments to the Noteholders from funds available therefor, the Equipment Note Account. From time to time thereafter, the Administrator, on behalf and at the direction of the Issuer, will establish with the Indenture Trustee such other

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Indenture Accounts as may be authorized or required by this Indenture and the other Operative Agreements.

          (b) All Indenture Accounts to be established on or prior to the Closing Date shall be in the names and bear the account numbers set forth on Schedule 1 hereto. All amounts from time to time held in each Indenture Account shall be held (a) in the name of the Indenture Trustee, for the benefit of the Secured Parties, and (b) in the custody and under the “Control” (as such term is defined in the UCC) of the Indenture Trustee, for the purposes and on the terms set forth in this Indenture, and all such amounts shall constitute a part of the Collateral and shall not constitute payment of any Secured Obligation or any other obligation of the Issuer until applied as hereinafter provided.

          (c) Withdrawals and Transfers. The Indenture Trustee shall have sole dominion and control over the Indenture Accounts (including, inter alia, the sole power to direct withdrawals or transfers from the Indenture Accounts), and the Issuer shall have no right to withdraw, or to cause the withdrawal of funds or other investments held in the Indenture Accounts or to direct the investment of such funds or the liquidation of any Permitted Investments, in each case other than as expressly provided herein.

          (d) Investments. For so long as any Equipment Notes remain Outstanding, the Indenture Trustee, at the written direction of the Administrator, shall invest and reinvest the funds on deposit in the Indenture Accounts (other than the Equipment Note Account, which shall not be invested) in Permitted Investments; provided, however, that if an Event of Default has occurred and is continuing, the Administrator shall have no right to direct such reinvestment and the Indenture Trustee shall invest such amount in Indenture Investments from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Indenture Trustee from the Administrator, the Indenture Trustee shall invest any funds in Permitted Investments described in clause (f) of the definition thereof. The Indenture Trustee shall make such investments and reinvestments in accordance with the terms of the following provisions:

          (i) the Permitted Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account; and

          (ii) if any funds to be invested are not received in the Indenture Accounts by noon, New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Permitted Investments.

          (e) Earnings. Earnings on investments of funds in the Indenture Accounts shall be deposited in the Collections Account when received and credited as Collections for the Collection Period when so received.

          (f) WTC as Securities Intermediary; Control.

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          (i) WTC shall act as the “securities intermediary” (within the meaning of the UCC) in respect of all securities and other property credited to the Indenture Accounts.

          (ii) WTC as securities intermediary agrees with the parties hereto that each Indenture Account shall be an account to which financial assets (within the meaning of the UCC) may be credited and undertake to treat the Indenture Trustee as entitled to exercise rights that comprise such financial assets. WTC as securities intermediary agrees with the parties hereto that each item of property credited to each Indenture Account shall be treated as such a financial asset. WTC as securities intermediary acknowledges that the “securities intermediary’s jurisdiction” as defined in the UCC with respect to the Collateral, shall be the State of New York. WTC as securities intermediary represents and covenants that it is not and will not be (as long as it is acting as securities intermediary hereunder) a party to any agreement in respect of the Collateral that is inconsistent with the provisions of this Indenture. WTC as securities intermediary agrees that any item of property credited to any Indenture Account shall not be subject to any security interest, lien, or right of setoff in favor of the securities intermediary or anyone claiming through the securities intermediary (other than the Indenture Trustee).

          (iii) It is the intent of the Indenture Trustee and the Issuer that each Indenture Account shall be a securities account of the Indenture Trustee and not an account of the Issuer. Nonetheless, WTC as securities intermediary agrees that it will comply with entitlement orders originated by the Indenture Trustee without further consent by the Issuer. WTC as securities intermediary hereby further covenants that it will not agree with any person or entity (other than the Indenture Trustee) that it will comply with entitlement orders originated by such person or entity.

          (iv) Nothing herein shall imply or impose upon WTC as securities intermediary any duty or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and WTC as securities intermediary hereunder shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon WTC as securities intermediary any duties of a fiduciary nature (but not in limitation of any such duties of the Indenture Trustee hereunder).

          (v) WTC as securities intermediary hereby represents and warrants and agrees with the Issuer and for the benefit of the Indenture Trustee as follows:

          (A) With respect to Permitted Investments and Indenture Investments that are book entry securities, such Permitted Investments and Indenture Investments have been credited to the Indenture Trustee’s securities account by accurate book entry.

          (B) The securities intermediary shall not accept entitlement orders from any other person except as authorized by the Indenture Trustee.

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          (C) To the extent determined by the actions of WTC as securities intermediary, the Indenture Trustee shall at all times have “control” (as defined in Section 8-106 of the UCC) over the securities account and the Permitted Investments and Indenture Investments that are book entry securities.

          (D) WTC as securities intermediary has received no notice of, and has no knowledge of any “adverse claim” (as such term is defined in the UCC) as to the Collateral.

          (E) WTC as securities intermediary waives any lien, claim or encumbrance in favor of the securities intermediary in the Collateral.

          (F) WTC as securities intermediary is a “securities intermediary” as such term is defined in Section 8-102(a)(14) of the UCC and in the ordinary course of its business maintains “securities accounts” for others, as such terms are used in Section 8-501 of the UCC and as securities intermediary will be acting in such capacity hereunder.

          (G) WTC as securities intermediary is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the UCC.

          (vi) Each of the Issuer and the Indenture Trustee hereby agrees and acknowledges that WTC as securities intermediary, for the benefit of the Indenture Trustee and the Secured Parties, shall have “control” over each Indenture Account under and for purposes of Section 9-104(a)(1) of the UCC.

          (g) Investment Disclosure. The Issuer and the Noteholders, by their acceptance of the Equipment Notes or their interests therein, acknowledge that shares or investments in Permitted Investments or Indenture Investments are not obligations of Wilmington Trust Company, or any parent or affiliate of Wilmington Trust Company, are not deposits and are not insured by the FDIC. The Indenture Trustee or its affiliate may be compensated by mutual funds or other investments comprising Permitted Investments or Indenture Investments for services rendered in its capacity as investment advisor, or other service provider, and such compensation is both described in detail in the prospectuses for such funds or investments, and is in addition to the compensation, if any, paid to Wilmington Trust Company in its capacity as Indenture Trustee hereunder. The Issuer and Noteholders agree that the Indenture Trustee shall not be responsible for any losses or diminution in the value of the Indenture Accounts occurring as a result of the investment of funds in the Indenture Accounts in accordance with the terms hereof.

     Section 3.02 Collections Account.

          (a) Pursuant to and in accordance with the terms of the Account Administration Agreement, the Account Collateral Agent is to, upon receipt thereof, deposit in the Customer Payment Account the Collections received by it. Pursuant to and subject to the terms of the Account Administration Agreement, on each Business Day all amounts constituting Collections on deposit in the Customer Payment Account are to be transferred by the Account Collateral Agent to the Collections Account.

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          (b) The Indenture Trustee shall, upon receipt thereof, deposit in the Collections Account all Collections and all other payments received by it in connection with the Portfolio.

          (c) Additional funds may be deposited into the Collections Account from the Liquidity Reserve Account in accordance with Section 3.04, the Optional Reinvestment Account in accordance with Section 3.05 and the Mandatory Replacement Account in accordance with Section 3.09.

          (d) All or any portion of any Net Disposition Proceeds from an Involuntary Railcar Disposition received in the Collections Account may be transferred to the Optional Reinvestment Account, to the extent that the Issuer elects to reinvest all or a portion of such Net Disposition Proceeds in a Replacement Exchange in accordance with Section 3.09 hereof. All of the transfers of funds described in this Section 3.02 will be made prior to the distribution of the Available Collections Amount pursuant to Section 3.11.

     Section 3.03 Withdrawal upon an Event of Default.

     After the occurrence of and during the continuance of an Event of Default, at the Direction of the Requisite Majority, the Indenture Trustee shall withdraw any or all funds then on deposit in any of the Indenture Accounts (other than the Equipment Note Account) and transfer such funds to the Collections Account for application on the next upcoming Payment Date in accordance with the Flow of Funds.

     Section 3.04 Liquidity Reserve Account.

          (a) On the Closing Date, the Issuer shall deposit (or cause to be deposited) in the Liquidity Reserve Account, cash in an amount equal to the Liquidity Reserve Target Amount as of the Closing Date out of the Net Proceeds of the issuance of the Equipment Notes received on the Closing Date and/or from funds contributed by the Member to the Issuer as equity on or prior to such date.

          (b) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if the Balance in the Liquidity Reserve Account is less than the Liquidity Reserve Target Amount as of such Payment Date, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, deposit funds into the Liquidity Reserve Account in order to restore the Balance therein to the Liquidity Reserve Target Amount as of such Payment Date, to the extent of the Available Collections Amount as provided in the Flow of Funds.

          (c) For each Payment Date on which there will be a Stated Interest Shortfall (as defined in Section 3.10(d)(i)) in respect of the Equipment Notes, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, withdraw from the Liquidity Reserve Account and deposit in the Collections Account, for allocation as part of Available Collections on the related Payment Date, an amount equal to the lesser of (i) the aggregate amount of such Stated Interest Shortfall for the Equipment Notes and (ii) the Balance in the Liquidity Reserve Account. The excess of the Stated Interest Shortfall over the Balance so allocated that remains available to pay Stated Interest after allocation of the

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Available Collections Amount to items senior to Stated Interest in the Flow of Funds shall be the “Net Stated Interest Shortfall” for the Equipment Notes and shall be added to the Stated Interest Amount for the next succeeding Payment Date.

          (d) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, before making any distributions pursuant thereto, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom to be made on such Payment Date pursuant to Section 3.04(c)) over (B) the Liquidity Reserve Target Amount (determined after giving effect to any payments of principal on Equipment Notes to be made on such Payment Date).

          (e) On the Final Maturity Date, the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be deposited into the Collections Account for allocation pursuant to the Flow of Funds.

          (f) The Issuer may attempt to procure a reduction in the amount of the Liquidity Reserve Target Amount from time to time, subject to obtaining a Rating Agency Confirmation and receiving the prior written consent of the Indenture Trustee (to be given only at the Direction of the Requisite Majority), following which the Liquidity Reserve Target Amount shall be the amount as so reduced.

     Section 3.05 Optional Reinvestment Account.

          (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Involuntary Railcar Disposition or Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are received, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Railcar Disposition or Purchase Option Disposition, whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any such Involuntary Railcar Disposition or Purchase Option Disposition and the date on which such Net Disposition Proceeds are received.

          (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the written direction of the Manager accompanied by a written statement of the Manager that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer

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funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller.

          (c) The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts in the Optional Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice). All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds.

     Section 3.06 Expense Account.

          (a) On the Closing Date, the Administrator shall direct the Indenture Trustee in writing to (i) pay to such Persons as shall be specified by the Administrator such Issuance Expenses as shall be due and payable in connection with the issuance and sale of the Equipment Notes on the Closing Date, and (ii) transfer to the Expense Account the Required Expense Deposit, in each case out of the Net Proceeds of the Equipment Notes issued on the Closing Date or the proceeds of a capital contribution by the Member to the Issuer or from any combination thereof.

          (b) On each Payment Date, the Administrator will, in accordance with the priority of payments set forth in the Flow of Funds, direct the Indenture Trustee, in writing, to pay any Operating Expenses that are due and payable on such Payment Date and to transfer to the Expense Account funds in an amount equal to the Required Expense Deposit.

          (c) On any Business Day between Payment Dates, the Administrator may direct the Indenture Trustee, in writing, to withdraw funds from the Expense Account in order to pay any Operating Expenses that the Administrator certifies in such writing are an Operating Expense then due and payable.

          (d) On the Final Maturity Date, after payment of all Operating Expenses due on such Final Maturity Date, the Indenture Trustee shall transfer the Balance in the Expense Account to the Collections Account for distribution in accordance with the Flow of Funds.

     Section 3.07 Equipment Note Account.

          (a) Upon the issuance of the Equipment Notes on the Closing Date, the Indenture Trustee shall establish the Equipment Note Account for the Equipment Notes.

          (b) On each Payment Date, amounts will be deposited into the Equipment Note Account in accordance with Section 3.08 and Section 3.11 hereof.

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          (c) All amounts transferred to the Equipment Note Account in accordance with Section 3.08 and Section 3.11 hereof shall be used by the Indenture Trustee for the payment of the Equipment Notes in accordance with their terms.

     Section 3.08 Redemption/Defeasance Account.

          (a) Upon the sending of a Redemption Notice in respect of the Equipment Notes, or an election by the Issuer to effect a legal defeasance or covenant defeasance of the Equipment Notes pursuant to Article XII hereof, the Indenture Trustee will establish a Redemption/Defeasance Account to retain the proceeds to be used in order to redeem or defease the Equipment Notes.

          (b) Amounts shall be deposited into any Redemption/Defeasance Account in accordance with Sections 3.12 and 3.13 hereof.

          (c) On each Redemption Date, the Administrator, on behalf of the Indenture Trustee, shall transfer a portion of the proceeds of any Redemption of the Equipment Notes equal to the Redemption Price of the Equipment Notes from the Redemption/Defeasance Account, established in respect of such Redemption to the Equipment Note Account in accordance with Sections 3.12 and 3.13 hereof and transfer the balance of such proceeds to the Expense Account.

          (d) On each Payment Date, in respect of Equipment Notes that are the subject of a legal defeasance or covenant defeasance, the Administrator, on behalf of the Indenture Trustee, shall transfer from the Redemption/Defeasance Account to the Holders of such Equipment Notes the payments of principal and interest due on such Equipment Notes in accordance with the terms of such defeasance.

     Section 3.09 Mandatory Replacement Account.

          (a) The Issuer will direct the Manager or Administrator to cause the deposit of all Net Disposition Proceeds realized from a Permitted Discretionary Sale, whether or not initially deposited into the Collections Account, into the Mandatory Replacement Account.

          (b) The Issuer shall use all commercially reasonable efforts to use the funds deposited in the Mandatory Replacement Account to purchase Additional Railcars from Sellers in Permitted Railcar Acquisitions during the applicable Replacement Periods with respect to the Net Disposition Proceeds constituting such funds. The Indenture Trustee, at the written direction of the Manager or Administrator accompanied by a written statement of the Manager or Administrator on behalf of the Issuer that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the Asset Transfer Agreement have been satisfied and that the applicable requirements of Section 5.03 have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar to the applicable Seller.

          (c) The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts in the Mandatory Replacement Account at the end of the Replacement Period applicable to the Permitted Discretionary Sale to the Collections Account on the next Business Day after the end of such Replacement Period. All amounts so

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transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds.

     Section 3.10 Calculations.

          (a) As soon as reasonably practicable after each Determination Date, but in no event later than 12:00 noon (New York City time) on the third Business Day prior to the immediately succeeding Payment Date, the Issuer shall cause the Administrator, based on information known to it or Relevant Information provided to it, to determine the amount of Collections received during the Collection Period ending immediately prior to such Determination Date (including the amount of any investment earnings on the Balances in the Collections Account, if any, as of such Determination Date) and shall calculate the following amounts:

          (i) (A) the Balances in each of the Indenture Accounts on such Determination Date, and (B) the amount of investment earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein during such Collection Period;

          (ii) (A) the Required Expense Amount for such Payment Date and (B) the excess, if any, of the Required Expense Reserve for such Payment Date over the Balance in the Expense Account after payment of all Operating Expenses on such Payment Date (the “Required Expense Deposit”);

          (iii) the Available Collections Amount for such Payment Date, net of the amounts described in Section 4.02(c)(i) if an Event of Default has occurred and is continuing on such Payment Date;

          (iv) the Stated Interest Shortfall (if any), the amounts (if any) required to be transferred from the Liquidity Reserve Account to the Collections Account in respect thereof pursuant to Section 3.04, and the Net Stated Interest Shortfall (if any);

          (v) all other amounts required to be reported in the Monthly Report and not included on the Payment Date Schedule to be provided pursuant to Section 3.10(e); and

          (vi) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the Operative Agreements, including the preparation of the Monthly Report and Annual Report.

provided that, if the Administrator has not received all of the Relevant Information for such Payment Date, the Administrator shall make reasonable assumptions for purposes of the calculations contemplated by this Section 3.10.

     (b) Calculation of Interest Amounts, etc. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, the Issuer shall cause the Administrator or the Manager to make the following calculations or determinations with respect to interest amounts due on such Payment Date:

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          (i) the Stated Interest Amount for the Equipment Notes; and

          (ii) the Additional Interest Amount, if any.

          (c) Calculation of Principal Payments and Distributions to the Issuer. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, the Issuer shall cause the Administrator or the Manager to calculate or determine the following with respect to principal payments on the Equipment Notes due on such Payment Date and the amounts distributable to the Issuer on such Payment Date:

          (i) the Outstanding Principal Balance of the Equipment Notes on such Payment Date immediately prior to any principal payment on such date;

          (ii) the amounts of the principal payments, if any, to be made in respect of the Equipment Notes on such Payment Date, including, the Scheduled Principal Payment Amount for such Payment Date; and

          (iii) the amounts, if any, distributable to the Issuer on such Payment Date.

          (d) Calculation of Payment Date Shortfalls. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, the Issuer shall cause the Administrator or the Manager to perform the calculations necessary to determine the following:

          (i) the amount, if any, by which the Stated Interest Amount due in respect of the Equipment Notes on such Payment Date exceeds the Available Collections Amount for such Payment Date remaining after payment in full of all amounts senior thereto in the Flow of Funds but prior to giving effect to any transfer of funds to the Collection Account from the Liquidity Reserve Account pursuant to Section 3.04 (a “Stated Interest Shortfall” in respect of the Equipment Notes);

          (ii) the Net Stated Interest Shortfall in respect of the Equipment Notes;

          (iii) the amount, if any, of the Scheduled Principal Payment Amount payable on the Equipment Notes that will not be paid on such Payment Date out of the Available Collections Amount for such Payment Date; and

          (iv) if such Payment Date is the Final Maturity Date, the amount, if any, by which the Outstanding Principal Balance of the Equipment Notes exceeds the Available Collections Amount after payment in full of amounts senior thereto in the Flow of Funds (such remainder, a “Final Principal Payment Shortfall”).

          (e) Application of the Available Collections Amount. Not later than 1:00 p.m., New York City time, three Business Days prior to each Payment Date, the Issuer will cause the Administrator (after consultation with the Manager), to prepare and deliver to the Indenture Trustee the Payment Date Schedule setting forth the payments, transfers, deposits and

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distributions to be made in respect of the Liquidity Reserve Account pursuant to Section 3.04, and in respect of the Available Collections Amount (after giving effect to such Liquidity Reserve Account transfers, if any) pursuant to the Flow of Funds, and setting forth separately, in the case of payments in respect of the Equipment Notes, the amount to be applied on such Payment Date to pay all interest, principal and premium, if any, on the Equipment Notes, all in accordance with Section 3.11. On each Payment Date, the Indenture Trustee, based on the Payment Date Schedule provided by the Administrator for such Payment Date, will make payments, transfers, deposits and distributions in an aggregate amount equal to the Available Collections Amount in accordance with the order of priority set forth in the Flow of Funds. If the Indenture Trustee shall not have received such Payment Date Schedule by the last Business Day preceding any Payment Date, such Payment Date shall be deferred until the next Business Day after such Payment Date Schedule is received by the Indenture Trustee.

          (f) Relevant Information. The Issuer shall cause each Service Provider having Relevant Information in its possession to make such Relevant Information available to the Administrator and the Manager not later than 1:00 p.m., New York City time, at least five Business Days prior to each Payment Date.

     Section 3.11 Payment Date Distributions from the Collections Account.

          (a) Regular Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount will be applied in the following order of priority, and in each case after the payment of any related Railroad Mileage Credit reimbursements:

(1)	to the payment of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit;
(2)	to the payment to the Service Providers of the Service Provider Fees;
(3)	to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);
(4)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Stated Interest Amount;
(5)	to the Liquidity Reserve Account in an amount equal to the positive difference (if any) between (i) the Liquidity Reserve Target Amount and (ii) the balance in the Liquidity Reserve Account;
(6)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Scheduled Principal Payment Amount;

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(7)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Additional Interest Amount;
(8)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the amount of any redemption or early prepayment premium owing to the Holders;
(9)	if an Early Amortization Event shall have occurred and be continuing, to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of the Equipment Notes;
(10)	to the payment of any indemnities of the Issuer payable to the Purchaser;
(11)	to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of revenues of the Issuer; and
(12)	to the Issuer, all remaining amounts, which may be distributed to the Member.

          (b) Event of Default Distributions. On each Payment Date, if an Event of Default has occurred and is then continuing, the Available Collections Amount will be applied in the following order or priority, after payment of the amounts described in Section 4.02(c)(i), and in each case after the payment of any related Railroad Mileage Credit reimbursements:

(1)	to the payment of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit;
(2)	to the payment to the Service Providers of the Service Provider Fees;
(3)	to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);
(4)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Stated Interest Amount;
(5)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of the Equipment Notes;

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(6)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Additional Interest Amount;
(7)	to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the amount of any redemption or early prepayment premium owing to the Holders;
(8)	to the payment of indemnities of the Issuer payable to the Purchaser;
(9)	to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of revenues of the Issuer; and
(10)	to the Issuer, all remaining amounts, which may be distributed to the Member.

          (c) Redemption.

     On any Payment Date on which the Equipment Notes are to be the subject of a Redemption, the Administrator, on behalf of the Indenture Trustee, shall distribute the amounts in the applicable Redemption/Defeasance Account to the Holders of the Equipment Notes as provided in the relevant Redemption Notice.

          (d) Payments by Wire Transfer.

     All payments to be made pursuant to this Section 3.11 to Persons other than Noteholders shall be made through a direct transfer of funds to the applicable Person or Indenture Account. All payments to Noteholders shall be governed by Section 2.05.

     Section 3.12 Voluntary Redemptions.

     If no Event of Default then exists, the Issuer will have the option to prepay, in whole or in part (and if in part, in a minimum amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof), the Outstanding Principal Balance of the Equipment Notes in an Optional Redemption; provided, that no Optional Redemption other than in whole shall occur once the 15^th anniversary of the Closing Date has occurred, or if as of the proposed date of any such Optional Redemption, there shall exist any shortfall in the payment of Scheduled Principal Payment Amount determined as of such date. If an Event of Default then exists, the Issuer will have the option to prepay, in whole only, the Outstanding Principal Balance of the Equipment Notes. It is understood that Optional Redemptions do not effect a release of Collateral from the Security Interest of this Indenture, unless resulting in the repayment of all Secured Obligations in full.

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     Section 3.13 Procedure for Redemptions.

          (a) Method of Redemption. In the case of any Redemption, the Issuer will deposit, or will cause to be deposited, in the Redemption/Defeasance Account an amount equal to the Redemption Price of the Equipment Notes or portion thereof to be redeemed. Once a Redemption Notice in respect of a Redemption is published, the applicable outstanding principal amount of the Equipment Notes to which such Redemption Notice applies will become due and payable on the Redemption Date stated in such Redemption Notice at its Redemption Price. All Equipment Notes that are redeemed in full will be surrendered to the Indenture Trustee for cancellation and accordingly may not be reissued or resold.

          (b) Deposit of Redemption Amount. On or before any Redemption Date in respect of a Redemption under Section 3.12, the Issuer shall, to the extent an amount equal to the Redemption Price of the Equipment Notes to be redeemed and any transaction expenses as of the Redemption Date is not then held by the Issuer or on deposit in the Redemption/Defeasance Account, deposit or cause to be deposited such amount in the Redemption/Defeasance Account.

          (c) Equipment Notes Payable on Redemption Date. After notice has been given under Section 3.13(d) hereof as to the Redemption Date in respect of any Redemption, the Outstanding Principal Balance of the Equipment Notes to be redeemed on such Redemption Date in the amount identified in such notice shall become due and payable at the Corporate Trust Office of the Indenture Trustee, and from and after such Redemption Date (unless there shall be a default in the payment of the applicable amount to be redeemed) such principal amount shall cease to bear interest. Upon surrender of any Equipment Note for Redemption in accordance with such notice, the Redemption Price of such Equipment Note shall be paid as provided for in Section 3.11(d). If any Equipment Note to be redeemed shall not be so paid, or shall only be paid in part in accordance with the terms of such notice, the remaining Outstanding Principal Balance thereof shall continue to bear interest from the Redemption Date until paid at the interest rate applicable to such Equipment Note.

          (d) Redemption Notice. In respect of any Redemption of the Equipment Notes to be made out of amounts available for such purposes, the Indenture Trustee will give a Redemption Notice to each holder of the Equipment Notes to be redeemed, provided that the Indenture Trustee shall have determined in advance of giving any such Redemption Notice that funds are or will, on the Redemption Date, be available therefor. Such Redemption Notice will be given at least twenty (20) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice will state (i) the applicable Redemption Date, (ii) if a Redemption in part, the portion of the Outstanding Principal Balance of the Equipment Notes that is to be redeemed (and in respect thereof, the Redemption Price will be distributed to the Holders pro rata in the same manner as partial repayments of principal on the Equipment Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Price of the Equipment Notes to be redeemed, (v) for an Optional Redemption in whole, that the Equipment Notes to be redeemed must be surrendered (which action may be taken by any Holder of the Equipment Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Equipment Notes and (vi) that, unless the Issuer defaults in the payment of the Redemption Price, if any, interest on the portion of the

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Outstanding Principal Balance of the Equipment Notes called for Redemption will cease to accrue on and after the Redemption Date.

     Section 3.14 Adjustments in Targeted Principal Balances.

          (a) Railcar Dispositions. If Net Disposition Proceeds have been included in the Available Collections Amount on any Payment Date, then the Scheduled Targeted Principal Balance of the Equipment Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the Scheduled Adjustment Fraction for the Equipment Notes as of each such Payment Date and (b) the Scheduled Targeted Principal Balance of the Equipment Notes for each such Payment Date, as adjusted for Optional Redemptions as provided in Section 3.14(b) below but without giving effect to any previous adjustments made to such Scheduled Targeted Principal Balance pursuant to this Section 3.14(a).

          (b) Optional Redemption. In connection with any Optional Redemption in part, the Scheduled Targeted Principal Balance for the Equipment Notes being redeemed on the applicable Redemption Date shall be reduced on the Redemption Date and each subsequent Payment Date by the product of (i) the Redemption Fraction and (ii) the Scheduled Targeted Principal Balance that existed for the Redemption Date or such subsequent Payment Date, as the case may be, immediately prior to such Optional Redemption.

As used above:

     “Redemption Fraction” means, for the Equipment Notes being subjected to an Optional Redemption, a fraction, the numerator of which is the principal amount of the Equipment Notes that is being prepaid in connection with such Optional Redemption and the denominator of which is the Outstanding Principal Balance immediately prior to such Optional Redemption.

ARTICLE IV

DEFAULT AND REMEDIES

     Section 4.01 Events of Default.

     Each of the following events shall constitute an “Event of Default” hereunder, and each such Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied:

          (a) failure to pay interest on the Equipment Notes then outstanding (other than Additional Interest, if any), in each case when such amount becomes due and payable, and such default continues for a period of five (5) or more Business Days;

          (b) failure to make payment in full in cash of the then Outstanding Principal Balance of the Equipment Notes thereof by the Final Maturity Date;

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     (c) failure to pay any amount (other than a payment default for which provision is made in clause (a) or (b) of this Section 4.01) when due and payable in connection with the Equipment Notes, to the extent that there are, on any Payment Date, amounts available in the Collections Account or the Liquidity Reserve Account therefor, or, with respect to any amounts deposited in the Optional Reinvestment Account or the Mandatory Replacement Account, the failure to apply such amounts or to transfer such amounts to the Collections Account, as the case may be, in accordance with Section 3.05 and 3.09, and in any such case such default continues for a period of five (5) or more Business Days after such Payment Date;

     (d) failure by the Issuer, TRLWT or TILC (in the case of TRLWT and TILC, in respect of Operative Agreements to which either is a party other than any Operative Agreement that is described in clause (k), (n) or (p) below) to comply with any of the other covenants, obligations, conditions or provisions binding on it under this Indenture, the Equipment Notes or any other Operative Agreement to which it is a party (and other than a payment default for which provision is made in clause (a), (b) or (c) of this Section 4.01, or a default addressed in clause (m) or (q) below), if any such failure continues for a period of thirty (30) days or more after written notice thereof has been given to the Issuer (or, if such failure is capable of remedy and the Administrator has promptly provided the Indenture Trustee with a certificate stating that the Issuer, TRLWT or TILC (as applicable) has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure or breach, so long as such Person is diligently pursuing such remedy, but in any event no longer than sixty (60) days) after the giving of such written notice;

     (e) any representation or warranty made by the Issuer under this Indenture or any other Operative Agreement to which it is a party or certificate delivered by it shall prove to be untrue or incorrect in any material respect when made, and such untruth or incorrectness, if curable, shall continue unremedied for a period of thirty (30) days or more after written notice thereof has been given to the Issuer (or, if such untruth or incorrectness is capable of remedy and the Administrator has promptly provided the Indenture Trustee with a certificate stating that the Issuer has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such untruth or incorrectness, so long as such Person is diligently pursuing such remedy but in any event no longer than sixty (60) days);

     (f) a court having jurisdiction in respect of the Issuer enters a decree or order for (i) relief in respect of the Issuer under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect; (ii) appointment of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of the Issuer; or (iii) the winding up or liquidation of the affairs of the Issuer and, in each case, such decree or order shall remain unstayed or such writ or other process shall not have been stayed or dismissed within sixty (60) days from entry thereof;

     (g) the Issuer (i) commences a voluntary case under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect, or consents to the entry of an order for relief in any involuntary case under any such law; (ii) consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, custodian,

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trustee, sequestrator or similar official of the Issuer or for all or substantially all of the property and assets of the Issuer; or (iii) effects any general assignment for the benefit of creditors, admits in writing its inability to pay its debts generally as they come due, voluntarily suspends payment of its obligations or becomes insolvent;

          (h) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Issuer and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this Section 4.01(h) if and for so long as (x) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (y) such insurer, which shall be rated at least “A” by A.M. Best Company or any similar successor entity, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order;

          (i) the Issuer is required to register as an investment company under the Investment Company Act of 1940, as amended;

          (j) the Issuer shall have asserted that this Indenture or any of the other Operative Agreements to which it is a party is not valid and binding on the parties thereto or any court, governmental authority or agency having jurisdiction over any of the parties to such agreements shall find or rule that any material provision of any of such agreements is not valid or binding on the parties thereto;

          (k) the Trustee, acting at the Direction of a Requisite Majority, shall have elected to remove the Manager as a result of a Manager Termination Event (or to remove the Administrator in accordance with the provisions of the Administrative Services Agreement providing for such rights of removal), and a replacement Manager (or Administrator, as the case may be) shall not have assumed the duties of the Manager (or Administrator, as the case may be) within one hundred eighty (180) days after the date of such election;

          (l) as of any Payment Date, the Outstanding Principal Balance of the Equipment Notes exceeds the Aggregate Adjusted Borrowing Value as of such date (and giving effect to repayments of principal to occur on such date);

          (m) the Issuer shall use or permit the use of the Portfolio Railcars or any portion thereof in a way that is not permitted by Section 5.04(v) of this Indenture, provided that such unauthorized use shall not constitute an Event of Default for a period of 45 days after the Issuer’s obtaining actual knowledge thereof so long as (i) such unauthorized use is not the result of any willful action of the Issuer and (ii) such unauthorized use is capable of being cured and the Issuer diligently pursues such cure throughout such 45-day period;

          (n) TILC (or any successor thereto in its capacity as Servicer) shall have defaulted in any material respect in the performance of any of its obligations under the Servicing Agreement or a default shall occur under Section 6(a) of the Account Administration Agreement,

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and, in each case, the Issuer shall have failed to exercise its rights thereunder in respect of such default for a period of 30 days after receipt by the Issuer of written notice from the Indenture Trustee, demanding that such action be taken;

          (o) Trinity shall have defaulted (x) in the payment of any amounts required to be paid by it under the Parent Undertaking Agreement, or (y) in any material respect in the performance of any of its covenants and agreements contained in the Parent Undertaking Agreement other than as described in clause (x), and in the case of clause (y), such default shall continue unremedied for a period of 30 days; or the Parent Undertaking Agreement shall cease, for any reason, to be in full force and effect or Trinity, TILC, the Issuer or any of the respective Affiliates shall so assert;

          (p) an Insurance Manager Default shall have occurred and be continuing under the Insurance Agreement, and the Issuer shall have failed to exercise its rights under the Insurance Agreement in respect of such Insurance Manager Default for a period of 30 days after receipt by the Issuer of written notice from the Indenture Trustee demanding that such action be taken; and

          (q) the Issuer shall have defaulted in any material respect in the performance of any of its covenants and agreements contained in Section 5.03(a) and such default shall continue unremedied for a period of 30 days.

     Section 4.02 Remedies Upon Event of Default.

          (a) Upon the occurrence of an Event of Default of the type described in Section 4.01(f) or 4.01(g), the Outstanding Principal Balance of, and accrued interest on, the Equipment Notes, together with all other amounts then due and owing to the Noteholders, shall become immediately due and payable without further action by any Person. If any other Event of Default occurs and is continuing, then the Indenture Trustee, acting at the Direction of the Requisite Majority, may declare the principal of and accrued interest on all Equipment Notes then Outstanding to be due and payable immediately, by written notice to the Issuer and the Manager (a “Default Notice”), and upon any such declaration such principal and accrued interest shall become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the Equipment Notes to be due and payable and prior to the exercise of any other remedies pursuant to this Indenture, the Indenture Trustee (at the Direction of the Requisite Majority), by written notice to the Issuer, the Manager and the Administrator may, except in the case of (i) a default in the deposit or distribution of any payment required to be made on the Equipment Notes, (ii) a payment default on the Equipment Notes or (iii) a default in respect of any covenant or provision of this Indenture that cannot by the terms hereof be modified or amended without the consent of each Noteholder affected thereby, rescind and annul such declaration and thereby annul its consequences, if (1) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Equipment Notes, and the principal of and premium, if any, on the Equipment Notes that would have become due otherwise than by such declaration of acceleration, (2) the rescission would not conflict with any judgment or decree, and (3) all other defaults and Events of Default, other than nonpayment of interest and principal on the Equipment Notes that have become due solely because of such acceleration, have been cured or waived.

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          (b) If an Event of Default shall occur and be continuing, the Indenture Trustee may, and shall, if given a Direction in writing by the Requisite Majority, do any or all of the following, provided that the Indenture Trustee shall dispose of the Portfolio Railcars only if it has received a Collateral Liquidation Notice:

          (i) Institute any Proceedings, in its own name and as trustee of an express trust, for the collection of all amounts then due and payable on the Equipment Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and any other assets of the Issuer any moneys adjudged due;

          (ii) Subject to the quiet enjoyment rights of any Lessee of a Portfolio Railcar, conduct proceedings to sell, hold or lease the Collateral or any portion thereof or rights or interest therein, at one or more public or private transactions conducted in any manner permitted by law; provided that, the Indenture Trustee shall incur no liability as a result of the sale of the Collateral or any part thereof at any sale pursuant to this Section 4.02 conducted in a commercially reasonable manner, and the Issuer hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Collateral to more than one offeree.

          (iii) Institute any Proceedings from time to time for the complete or partial foreclosure of the Encumbrance created by this Indenture with respect to the Collateral;

          (iv) Institute such other appropriate Proceedings to protect and enforce any other rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy;

          (v) Exercise any remedies of a secured party under the UCC or any Applicable Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Noteholders under this Indenture;

          (vi) Appoint a receiver or a manager over the Issuer or its assets; and

          (vii) Exercise its rights under Section 3.03 hereof.

          (c) If the Equipment Notes have been declared due and payable following an Event of Default, any money collected by the Indenture Trustee pursuant to this Indenture or otherwise, and any moneys that may then be held or thereafter received by the Indenture Trustee, shall be applied to the extent permitted by law in the following order, at the date or dates fixed by the Indenture Trustee;

          (i) First, to the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of any

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counsel to the Indenture Trustee), and all other amounts due the Indenture Trustee under this Indenture; and

          (ii) Second, as set forth in the applicable provision of the Flow of Funds.

          (d) The Indenture Trustee shall provide each Rating Agency with a copy of any Default Notice it receives or delivers pursuant to this Indenture. Within thirty (30) days after the occurrence of an Event of Default in respect of the Equipment Notes, the Indenture Trustee shall give notice to the Noteholders, transmitted by mail, of all uncured or unwaived Defaults actually known to a Responsible Officer of the Indenture Trustee on such date; provided that the Indenture Trustee may withhold such notice with respect to a Default (other than a payment default with respect to interest, principal or premium, if any) if it determines in good faith that withholding such notice is in the interest of the affected Noteholders.

          (e) The Issuer hereby agrees that if an Event of Default shall have occurred and is continuing, the Indenture Trustee and any permitted delegee thereof are hereby irrevocably authorized and empowered to act as the attorney-in-fact for the Issuer with respect to the giving of any instructions or notices under this Indenture.

          (f) If an Event of Default shall have occurred and is continuing, upon the written Direction of the Requisite Majority, the Indenture Trustee shall render an accounting of the current balance of each Indenture Account, and shall direct the Account Collateral Agent to render an accounting of the current balance of the Customer Payment Account.

          (g) If an Event of Default shall have occurred and is continuing, and only in such event, upon the written Direction of the Requisite Majority, the Indenture Trustee shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Indenture (which rights and remedies shall include the right to direct the withdrawal and disposition of amounts on deposit in the Indenture Accounts) and which the Requisite Majority directs it to take under this Indenture, including realization and foreclosure on the Collateral.

          (h) The Indenture Trustee may after the occurrence of and during the continuance of an Event of Default exercise any and all rights and remedies of the Issuer under or in connection with the Assigned Agreements (including, without limitation, the Management Agreement and any successor agreement therefor) and otherwise in respect of the Collateral, including, without limitation, any and all rights of the Issuer to demand or otherwise require payment of any amount under, or performance of any provision of, any Assigned Agreement. In addition, after the occurrence of and during the continuance of an Event of Default, upon the Direction of the Requisite Majority, the Indenture Trustee may exercise all rights of the “lessor” under Leases related to Portfolio Railcars, including, without limitation, the right to direct the applicable Lessees to make rental payments to such account as the Indenture Trustee shall specify, for application to the Collections Account and upon a Manager Default, or a Manager Replacement Event (as defined in the Management Agreement) in respect of which the Manager has been replaced, and in each case upon the Direction of the Requisite Majority, the Indenture Trustee may exercise the right of the “lessor” to direct the applicable Lessees to make rental

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payments to such account as the Indenture Trustee shall specify, for application to the Collections Account.

     Section 4.03 Limitation on Suits.

     No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Equipment Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

          (a) such Holder holds Equipment Notes and has previously given written notice to the Indenture Trustee of a continuing Event of Default;

          (b) the Holders of at least 25% of the aggregate Outstanding Principal Balance of the Equipment Notes give a written Direction to the Indenture Trustee to pursue a remedy hereunder;

          (c) such Holder or Holders offer to the Indenture Trustee an indemnity reasonably satisfactory to the Indenture Trustee against any costs, expenses and liabilities to be incurred in complying with such request;

          (d) the Indenture Trustee does not comply with such request within sixty (60) days after receipt of the request and the offer of indemnity; and

          (e) during such sixty (60)-day period, a Requisite Majority does not give the Indenture Trustee a Direction inconsistent with such request.

     No one or more Noteholders may use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain or seek to obtain any preference or priority not otherwise created by this Indenture and the terms of the Equipment Notes over any other Holder or to enforce any right under this Indenture, except in the manner herein provided.

     Section 4.04 Waiver of Existing Defaults.

          (a) The Indenture Trustee acting at the Direction of the Requisite Majority may waive any existing Default or Event of Default hereunder and its consequences, except any waiver in respect of a covenant or provision hereof which, pursuant to Section 9.02(a), cannot be modified or amended without the consent of such Persons as are required to amend such covenant or provision in addition to the consent of the Requisite Majority.

          (b) Upon any waiver made in accordance with Section 4.04(a), such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Each such notice of waiver shall also be notified to each Rating Agency.

          (c) Any written waiver of a Default or an Event of Default given by Holders of the Equipment Notes to the Indenture Trustee and the Issuer in accordance with the terms of this Indenture shall be binding upon the Indenture Trustee and the other parties hereto. Unless

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such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence which gave rise to the Default or Event of Default so waived and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.

     Section 4.05 Restoration of Rights and Remedies.

     If the Indenture Trustee or any Holder of Equipment Notes has instituted any proceeding to enforce any right or remedy under this Indenture, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or such Holder, then in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding has been instituted.

     Section 4.06 Remedies Cumulative.

     Each and every right, power and remedy herein given to the Indenture Trustee (or the Requisite Majority) specifically or otherwise in this Indenture shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Indenture Trustee (or the Requisite Majority), and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Indenture Trustee (or the Requisite Majority) in the exercise of any right, remedy or power or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any Default on the part of the Issuer or to be an acquiescence.

     Section 4.07 Authority of Courts Not Required.

     The parties hereto agree that, to the greatest extent permitted by law, the Indenture Trustee shall not be obliged or required to seek or obtain the authority of, or any judgment or order of, the courts of any jurisdiction in order to exercise any of its rights, powers and remedies under this Indenture, and the parties hereby waive any such requirement to the greatest extent permitted by law.

     Section 4.08 Rights of Noteholders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any Noteholder to receive payment of interest on, principal of, or premium, if any, on the Equipment Notes on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Noteholder.

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     Section 4.09 Indenture Trustee May File Proofs of Claim.

     The Indenture Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and of any Noteholder allowed in any judicial proceedings relating to the Issuer, its creditors or its property.

     Section 4.10 Undertaking for Costs.

     All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defense made by the party litigant. This Section 4.10 does not apply to a suit instituted by the Indenture Trustee, a suit instituted by any Noteholder for the enforcement of the payment of interest, principal, or premium, if any, on the Equipment Notes on or after the respective due dates expressed in such Equipment Note, or a suit by a Noteholder or Noteholders of more than 10% of the Outstanding Principal Balance of the Equipment Notes (exclusive of Equipment Notes or interests therein held by any Issuer Group Member).

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 5.01 Representations and Warranties.

     The Issuer represents and warrants to the Indenture Trustee as of the Closing Date, and (other than with respect to clauses (c), (d), (e), (m), (n) or (t) below) each Delivery Date, as follows:

          (a) Due Organization.

          (i) The Issuer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to carry on its business as now conducted or to enter into and perform its obligations under the Issuer Documents and the Operative Agreements to which the Issuer is a party, has the organizational power and authority to carry on its business as now conducted, has the requisite organizational power and authority to execute, deliver and perform its obligations under the Issuer Documents and the Operative Agreements to which the Issuer is a party.

          (ii) TILC is the sole member of the Issuer.

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          (iii) Each of the LLC Agreement and each other organizational document of the Issuer has been duly executed and delivered by each party thereto and constitutes a legal, valid and binding obligation of each such party enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.

          (iv) Since the date of formation of the Issuer, the Issuer has not conducted business under any other name and does not have any trade names, or “doing business under” or “doing business as” names. The Issuer has not reorganized in any jurisdiction (whether the United States, any state therein, the District of Columbia, Puerto Rico, Guam or any possession or territory of the United States, or any foreign country or state) other than the State of Delaware.

          (b) Special Purpose Status.

     The Issuer has not engaged in any activities since its organization (other than those incidental to its organization and other appropriate limited liability company steps and arrangements for the payment of fees to, and director’s and officer’s insurance for, its member, special member and manager), the execution of the Issuer Documents and the Operative Agreements to which it is a party and the activities referred to in or contemplated by such agreements.

          (c) Non-Contravention.

     The Issuer’s acquisition of its Portfolio pursuant to the Asset Transfer Agreement, the other transactions contemplated by the Asset Transfer Agreement, the creation of the Equipment Notes and the issuance, execution and delivery of, and the compliance by the Issuer with the terms of each of the Operative Agreements and the Equipment Notes:

          (i) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, the constitutional documents of the Issuer or with any existing law, rule or regulation applying to or affecting the Issuer or any judgment, order or decree of any government, governmental body or court having jurisdiction over Issue;

          (ii) do not infringe the terms of, or constitute a default under, any deed, indenture, agreement or other instrument or obligation to which the Issuer is a party or by it or its assets, property or revenues are bound; and

          (iii) do not constitute a default by the Issuer under, or result in the creation of any Encumbrance (except for Permitted Encumbrances of the type described in clause (i), (ii) or (v) of the definition thereof) upon the property of the Issuer under its organizational documents or any indenture, mortgage, contract or other agreement or instrument to which the Issuer is a party or by which the Issuer or any of its properties may be bound or affected.

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          (d) Due Authorization.

     The Issuer’s acquisition of its Portfolio pursuant to the Asset Transfer Agreement, the other transactions contemplated by the Asset Transfer Agreement, the creation, execution and issuance of the Equipment Notes, the execution and issue or delivery by the Issuer of the Operative Agreements executed by it and the performance by it of its obligations hereunder and thereunder and the arrangements contemplated hereby and thereby to be performed by it have been duly authorized by all necessary limited liability company action of the Issuer.

          (e) Validity and Enforceability.

     This Indenture constitutes, and the Operative Agreements, when executed and delivered and, in the case of the Equipment Notes, when issued and authenticated, will constitute valid, legally binding and (subject to general equitable principles, insolvency, liquidation, reorganization and other laws of general application relating to creditors’ rights or claims or to laws of prescription or the concepts of materiality, reasonableness, good faith and fair dealing) enforceable obligations of the Issuer.

          (f) No Event of Default or Early Amortization Event.

     No Event of Default or Early Amortization Event has occurred and is continuing and no event has occurred that with the passage of time or notice or both would become an Event of Default or Early Amortization Event.

          (g) No Encumbrances.

     Subject to the Security Interests created in favor of the Indenture Trustee and the Flow of Funds, and except for Permitted Encumbrances, there exists no Encumbrance over the assets of the Issuer that ranks prior to or pari passu with the obligation to make payments on the Equipment Notes.

          (h) No Consents.

     No consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any trustee or any holder of indebtedness of the Issuer or any governmental authority on the part of the Issuer is required in the United States, Canada or Mexico (subject to the proviso set forth below) in connection with the execution and delivery by the Issuer of the Operative Agreements to which the Issuer is a party or in order for the Issuer to perform its obligations thereunder in accordance with the terms thereof, other than: (i) notices required to be filed with the STB and the Registrar General of Canada, which notices shall have been filed on the Closing Date, (ii) as may be required under existing laws, ordinances, governmental rules and regulations to be obtained, given, accomplished or renewed at any time after the Closing Date in connection with the operation and maintenance of the Portfolio Railcars and in accordance with the Operative Agreements that are routine in nature and are not normally applied for prior to the time they are required, and which the Issuer has no reason to believe will not be timely obtained, (iii) as may be required under the Operative Agreements in consequence of any transfer of ownership of the Portfolio Railcars and (iv) filing and recording to perfect the

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Security Interests under this Indenture as required hereunder; provided, that the parties hereto agree that the Issuer shall not be required to make any such filings or recordings in Mexico.

          (i) No Litigation.

     There is no claim, action, suit, investigation or proceeding pending against, or to the knowledge of the Issuer, threatened against or affecting the Issuer, before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Indenture (including the Exhibits and Schedules attached hereto) and/or the Operative Agreements.

          (j) Employees, Subsidiaries.

     The Issuer has no employees. The Issuer has no Subsidiaries.

          (k) Ownership.

     The Issuer is the owner of the Collateral free from all Encumbrances and claims whatsoever other than Permitted Encumbrances.

          (l) No Filings.

     Under the laws of Delaware, Texas and New York (and including U.S. federal law) in force at the date hereof, it is not necessary or desirable that this Indenture or any Operative Agreement to which the Issuer is a party be filed, recorded or enrolled with any court or other authority in any such jurisdictions or that any material stamp, registration or similar tax be paid on or in relation to this Indenture or any of the other Operative Agreements (other than filings of UCC financing statements and with the STB and in Canada in respect of the Security Interests in the Portfolio Railcars).

          (m) Other Representations. The representations and warranties made by the Issuer in any of the other Operative Agreements are true and accurate as of the date made.

          (n) Other Regulations. The Issuer is not an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

          (o) Insurance. The Portfolio Railcars described on each Delivery Schedule delivered from time to time under the Asset Transfer Agreement are, at the time of the related Conveyance to the Issuer, covered by the insurance required by Section 5.04(f) hereof, and all premiums due prior to the applicable Delivery Date in respect of such insurance shall have been paid in full and such insurance as of the applicable Delivery Date is in full force and effect.

          (p) No Event of Default or Total Loss. At the time of each Conveyance of Railcars under the Asset Transfer Agreement, (i) no Event of Default has occurred and is continuing, (ii) no Manager Default (in the case of Conveyances other than on the Closing Date) or Manager Termination Event (in the case of Conveyances on the Closing Date) has occurred and is continuing, (iii) to the knowledge of the Issuer, no Total Loss or event that, with the

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giving of notice, the passage of time or both, would constitute a Total Loss with respect to any of the Railcars so Conveyed, has occurred, and (iv) to the knowledge of the Issuer, no Railcar being Conveyed under the Asset Transfer Agreement on such date has suffered damage or contamination which, in the Issuer’s reasonable judgment, makes repair uneconomic or renders such Railcar unfit for commercial use.

          (q) Beneficial Title. On each Delivery Date upon which a Conveyance occurs under the Asset Transfer Agreement, (i) the applicable Seller has, and shall pursuant to its related Bill of Sale have, conveyed all legal and beneficial title of the Issuer to such Railcars being so Conveyed free and clear of all Encumbrances (other than Permitted Encumbrances) and such Conveyance will not be void or voidable under any applicable law and (ii) the applicable Seller has, and the Assignment and Assumption to be delivered on the related Delivery Date shall upon acceptance thereof by the Issuer assign to the Issuer, all legal and beneficial title to the related Leases, free and clear of all Encumbrances (other than Permitted Encumbrances), and the Assignment and Assumption will not be void or voidable under any applicable law.

          (r) Nature of Business. The Issuer is not engaged in the business of extending credit for the purposes of purchasing or carrying margin stock, and no proceeds of the Equipment Notes will be used by the Issuer for a purpose which violates, or would be inconsistent with, Section 7 of the Securities Exchange Act of 1934, as amended, or Regulations T, U and X of the Federal Reserve System (terms for which meanings are provided in Regulations T, U and X of the Federal Reserve System or any regulations substituted therefor, as from time to time in effect, being used in this Section 5.01(r) with such meanings).

          (s) No Default under Organizational Documents. The Issuer is not in violation of any term of any of its organizational documents or in violation or breach of or in default under any other agreement, contract or instrument to which it is a party or by which it or any of its property may be bound.

          (t) Issuer Compliance. The Issuer is in compliance in all material respects with all laws, ordinances, governmental rules, regulations, orders, judgments, decrees, determinations and awards to which it is subject and the Issuer has obtained all required licenses, permits, franchises and other governmental authorizations material to the conduct of its business.

          (u) Railcar Compliance; Autoracks. Each Railcar Conveyed on a Delivery Date, taken as a whole, and each major component thereof complies in all material respects with all applicable laws and regulations, all requirements of the manufacturer for maintaining in full force and effect any applicable warranties and the requirements, if any, of any applicable insurance policies, conforms with the specifications for such Railcar contained in the related Appraisal (to the extent a copy of such Appraisal or a relevant excerpt therefrom has been delivered to the Issuer) and is substantially complete such that it is ready and available to operate in commercial service and otherwise perform the function for which it was designed; and the railcar identification marks shown on the related Bill of Sale are the marks then used on the Portfolio Railcars set forth on such Bill of Sale. Each Portfolio Railcar that is an autorack qualifies for the National Reload Pool.

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          (v) Taxes. On each Delivery Date upon which a Conveyance occurs under the Asset Transfer Agreement, all sales, use or transfer taxes, if any, due and payable upon the purchase of the Portfolio Railcars by the Issuer from the applicable Seller will have been paid or such transactions will then be exempt from any such taxes, and the Issuer will cause any required forms or reports in connection with such taxes to be filed in accordance with applicable laws and regulations.

          (w) Lease Terms. Each Railcar Conveyed on the relevant Delivery Date is subject to a Permitted Lease, which Lease (together with the other Leases that are or have been the subject of such Conveyances) contains rental and other terms which are no different, taken as a whole, from those for similar railcars in the TILC Fleet.

          (x) Eligibility. Each Railcar described on its relevant Delivery Schedule constitutes an Eligible Railcar as of the date of its Conveyance to the Issuer.

          (y) Assignment of Leases. (i) Each Lease conveyed on the relevant Delivery Date is freely assignable from the applicable Seller to the Issuer and from the Issuer to any other Person (including, without limitation, any transferee in connection with the Indenture Trustee’s exercise of rights or remedies under this Indenture) or, if any such Lease is not freely assignable, then consents to such assignments determined by the Manager in good faith to be sufficient for their intended purposes have been obtained prior to the relevant Delivery Date, (ii) no assignment described in this Section 5.01(y) is void or voidable or will result in a claim for damages or reduction in rental or other payments, in each case pursuant to the terms and conditions of any such Lease and (iii) no consent, approval or filing is required under such Lease in connection with the execution and delivery of the Operative Agreements.

          (z) Purchase Options. With respect to any Portfolio Railcars that are subject to a purchase option granted to the Lessee under the relevant Lease, (i) such purchase option is exercisable by the applicable Lessee for a purchase price not less than (at the time of such purchase) the greater of (1) an appraiser’s estimate at Lease inception of fair market value at the time of potential exercise under the option provision, and (2) 105% of the product of the Railcar Advance Rate and the Adjusted Value of the Portfolio Railcars subject to such purchase option and (ii) the sum of (x) the aggregate Adjusted Values of all Portfolio Railcars subject to such Lease and all Portfolio Railcars subject to any other Lease containing a purchase option and (y) the aggregate sum of the Adjusted Values of all Portfolio Railcars that the Issuer has sold pursuant to Permitted Discretionary Sales or Purchase Option Dispositions, does not exceed 35% of the highest aggregate Adjusted Value of all Portfolio Railcars held by the Issuer at any particular time up to the date this representation is made or deemed made. Any such purchase option complying with each of the foregoing limitations described in clauses (i) and (ii) above is referred to herein and in the other Operative Agreements as a “Permitted Purchase Option.”

          (aa) No Other Financing of Lease; Permitted Lease. After giving effect to the transfers contemplated under the Operative Agreements, (i) the Leases being Conveyed to the Issuer on any applicable Delivery Date (as evidenced by the Riders or Schedules with respect thereto) are not subject to and do not cover railcars financed in, any financing or securitization transaction other than the transactions contemplated by the Operative Agreements and (ii) such Leases conform to the definition of Permitted Lease.

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          (bb) Concentration Limits. After giving effect to the Issuer’s acquisition of Railcars in connection with issuing the Equipment Notes on the Closing Date, the Portfolio complies with all Concentration Limits.

     Section 5.02 General Covenants.

     The Issuer covenants with the Indenture Trustee as follows:

          (a) No Release of Obligations.

     The Issuer will not take any action which would amend, terminate (other than any termination in connection with the replacement of such agreement on terms substantially no less favorable to the Issuer than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein) or any other Operative Agreement or permit any party to any such document to be released from such obligations, except that; in each case, as permitted or contemplated by the terms of such documents, and provided that, in any case, (i) the Issuer will not take any action which would result in any amendment or modification to any conflicts standard or duty of care in such agreements and (ii) there must be at all times an Administrator and a Manager with respect to all Portfolio Railcars.

          (b) Encumbrances.

          The Issuer will not create, incur, assume or suffer to exist any Encumbrance other than: (i) any Permitted Encumbrance, and (ii) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by any Issuer Group Member (and the proceedings related to such Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable likelihood of the sale, forfeiture or loss of the asset affected by such Encumbrance) and for which the Issuer maintains adequate cash reserves to pay such Encumbrance.

          (c) Indebtedness.

          The Issuer will not incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for the payment of, contingently or otherwise, whether present or future, Indebtedness, other than Indebtedness in respect of the Equipment Notes issued in accordance with the terms of this Indenture.

          (d) Restricted Payments.

          The Issuer will not (i) declare or pay any dividend or make any distribution on its Stock; provided that, so long as no Event of Default shall have occurred and be continuing and to the extent there are available funds therefor on the applicable Payment Date, the Issuer may make payments on its limited liability company membership interests to the extent of the aggregate amount of distributions made to the Issuer pursuant to the Flow of Funds; (ii) purchase, redeem, retire or otherwise acquire for value any membership interest in the Issuer held by or on behalf of Persons other than any Permitted Holder; (iii) make any interest, principal or premium, if any, payment on the Equipment Notes or make any voluntary or optional repurchase, defeasance or other acquisition or retirement for value of Indebtedness of

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the Issuer other than in accordance with the Equipment Notes and this Indenture or the Operative Agreements; provided that the Issuer may repurchase, defease or otherwise acquire or retire any of the Equipment Notes from a source other than from Collections (other than that portion of Collections that would otherwise be distributable to the Issuer in accordance with the Flow of Funds); or (iv) make any investments, other than Permitted Investments and investments permitted under Section 5.02(f) hereof.

     The term “investment” for purposes of the above restriction shall mean any loan or advance to a Person, any purchase or other acquisition of any Stock or Indebtedness of such Person, any capital contribution to such Person or any other investment in such Person.

     (e) Limitation on Dividends and Other Payments.

          The Issuer will not create or otherwise suffer to exist any consensual limitation or restriction of any kind on the ability of the Issuer to declare or pay dividends or make any other distributions permitted by Applicable Law, other than pursuant to the Operative Agreements.

     (f) Business Activities.

     The Issuer will not engage in any business or activity other than:

          (i) purchasing or otherwise acquiring (subject to the limitations on acquisitions of Portfolio Railcars described below), owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and (subject to the limitations on sales of Portfolio Railcars described below) selling or otherwise disposing of its Portfolio Railcars and entering into all contracts and engaging in all related activities incidental thereto, including from time to time accepting, exchanging, holding promissory notes, contingent payment obligations or equity interests of Lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent of such Lessees or their respective Affiliates in the ordinary course of business;

          (ii) financing or refinancing the business activities described in clause (i) of this Section 5.02(f) through the offer, sale and issuance of the Equipment Notes;

          (iii) purchasing, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies which the Issuer or the Insurance Manager determines to be necessary or appropriate to comply with this Indenture and to pay the premiums or the Issuer’s allocable portion thereon; and

          (iv) taking any action that is incidental to, or necessary to effect, any of the actions or activities set forth above.

     (g) Limitation on Consolidation, Merger and Transfer of Assets.

          The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in

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one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale or disposition, a “Merger Transaction”), unless:

          (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation;

          (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer under this Indenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released);

          (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing;

          (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction;

          (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and

          (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with;

     (h) Limitation on Transactions with Affiliates.

          The Issuer will not, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Issuer, except upon fair and reasonable terms no less favorable to the Issuer than could be obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such an Affiliate, provided, that the foregoing restriction does not limit or apply to the following:

          (i) any transaction in connection with the establishment of the Issuer, its initial capitalization and the acquisition of its initial Portfolio or pursuant to the terms of the Operative Agreements;

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          (ii) the payment of reasonable and customary regular fees to, and the provision of reasonable and customary liability insurance in respect of, the managers/members of the Issuer’s;

          (iii) any payments on or with respect to the Equipment Notes or otherwise in accordance with the Flow of Funds;

          (iv) any acquisition of Additional Railcars or any Permitted Railcar Acquisition complying with Section 5.03(b) hereof;

          (v) any payments of the types referred to in clause (i) or (ii) of Section 5.02(d) hereof and not prohibited thereunder; or

          (vi) the sale of Portfolio Railcars as part of a single transaction providing for the redemption or defeasance of the Equipment Notes in whole in accordance with the terms of this Indenture.

     (i) Limitation on the Issuance, Delivery and Sale of Equity Interests.

          Except as expressly permitted by its LLC Agreement, the Issuer will not (1) issue, deliver or sell any Stock or (2) sell, directly or indirectly, or issue, deliver or sell, any Stock, except for the following:

          (A) issuances or sales of any additional membership interests to the Member (the “Permitted Holder”); or

          (B) contributions by the Permitted Holder of funds to the Issuer with which to effect a redemption or discharge of the Equipment Notes upon any acceleration of the Equipment Notes.

Notwithstanding the foregoing, no issuance, delivery, sale, transfer or other disposition of any equity interest in the Issuer will be effective, and any such issuance, delivery, sale transfer or other disposition will be void ab initio, if it would result in the Issuer being classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

     (j) Bankruptcy and Insolvency.

          (i) The Issuer will promptly provide the Indenture Trustee and the Rating Agencies with written notice of the institution of any proceeding by or against the Issuer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for either or for any substantial part of its property. The Issuer will not take any action to waive, repeal, amend, vary, supplement or otherwise modify its charter documents and including its LLC Agreement (except in accordance with the next sentence) unless receiving the prior written consent of the Indenture Trustee (acting at the

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Direction of the Requisite Majority) as well as a Rating Agency Confirmation in respect thereof. The Issuer will not, without a Special Rating Agency Confirmation, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provision of its LLC Agreement which requires action or consent of its special member or limits actions of the Issuer with respect to voluntary insolvency proceedings or involuntary insolvency proceedings of the Issuer.

          (ii) The Issuer shall cause each party to any Operative Agreement, and each party to any other agreement incidental or related to any Operative Agreement, that in either such case renders the Issuer a debtor to such party, to covenant and agree that it shall not, prior to the date which is one year and one day (or if longer, the applicable preference period then in effect) after the payment in full of the Equipment Notes, acquiesce, petition or otherwise, directly or indirectly, invoke or cause the Issuer to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Issuer. This provision shall survive the termination of this Indenture.

          (k) Payment of Principal, Premium, if any, and Interest.

          The Issuer will duly and punctually pay the principal, premium, if any, and interest on the Equipment Notes in accordance with the terms of this Indenture and the Equipment Notes.

          (l) Limitation on Employees.

          The Issuer will not employ or maintain any employees other than as required by any provisions of local law. Managers, officers and directors shall not be deemed to be employees for purposes of this Section 5.02(l).

          (m) Delivery of Rule 144A Information. To permit compliance with Rule 144A in connection with offers and sales of Equipment Notes, the Issuer will promptly furnish upon request of a Holder of an Equipment Note to such Holder and a prospective purchaser designated by such Holder, the information required to be delivered under Rule 144A(d)(4) if at the time of such request the Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act.

          (n) Administrator. If at any time, there is not a Person acting as Administrator, the Issuer shall promptly appoint a qualified Person to perform any duties under this Indenture that the Administrator is obligated to perform until a replacement Administrator assumes the duties of the Administrator.

          (o) Ratings of Equipment Notes. For so long as any Equipment Notes are Outstanding, the Issuer shall pay all fees of S&P and Moody’s and take all such other actions as may be necessary from time to time in order to cause S&P and Moody’s to maintain a rating with respect to the Equipment Notes.

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          (p) Separate Entity Characteristics. The Issuer shall at all times:

          (i) not commingle its assets with those of any Person, including any Affiliate, except with respect to the Customer Payments Account and as may occur from time to time due to misdirected payments;

          (ii) conduct its business separate from any direct or ultimate parent of the Issuer;

          (iii) maintain financial statements susceptible to audit, separate from those of any other Person showing its assets and liabilities separate and apart from those of any other Person;

          (iv) pay its own expenses and liabilities and pay the salaries of its own employees, if any, only from its own funds;

          (v) maintain an “arm’s-length relationship” with its Affiliates;

          (vi) not guarantee or become obligated for the debts of any other Person and not hold out its credit as being available to satisfy the debts or any other obligations of any other Person;

          (vii) use separate stationery, invoices and checks and hold itself out as a separate and distinct entity from any other Person;

          (viii) observe all limited liability company and other organizational formalities required by the law of its jurisdiction of formation;

          (ix) not acquire obligations or securities of any Person, except Permitted Investments and as otherwise contemplated in the Operative Agreements;

          (x) allocate fairly and reasonably any overhead expenses shared with any other Person, if any;

          (xi) except for the Security Interests and Permitted Encumbrances, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person (but the Issuer may extend or forbear obligations of any Lessees under the related Leases in the ordinary course of business and in accordance with the provisions of the Management Agreement);

          (xii) correct any known misunderstanding regarding its separate identity from other Persons;

          (xiii) maintain adequate capital in light of its contemplated business operations;

          (xiv) maintain books and records (in accordance with generally accepted accounting principles in the United States) separate from any other Person at its principal

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office which show a true and accurate record in United States dollars of all business transactions arising out of and in connection with the conduct of the Issuer and the operation of its business in sufficient detail to allow preparation of tax returns required to be prepared and the maintenance of the Indenture Accounts;

          (xv) maintain bank and other accounts (other than the Indenture Accounts), if any, separate from any other Person or entity;

          (xvi) conduct its business in its own name; and

          (xvii) not take any actions that would be inconsistent with maintaining the separate legal identity of the Issuer.

     Section 5.03 Portfolio Covenants.

     The Issuer covenants with the Indenture Trustee as follows:

          (a) Railcar Dispositions. The Issuer will not sell, transfer or otherwise dispose of any Railcar or any interest therein, except that the Issuer may sell, transfer or otherwise dispose of or part with possession of (i) any Parts, or (ii) one or more Portfolio Railcars, as follows (any such sale, transfer or disposition described in clause (i), (ii) or (iii) of this Section 5.03(a), a “Permitted Railcar Disposition”):

          (i) A Railcar Disposition pursuant to a Permitted Purchase Option (a “Purchase Option Disposition”);

          (ii) A Railcar Disposition pursuant to receipt of insurance or other third party proceeds in connection with the Total Loss of a Portfolio Railcar (and any consequent later sale of such affected Railcar for scrap or salvage value) (an “Involuntary Railcar Disposition”); or

          (iii) A Railcar Disposition in the ordinary course of business (other than a Railcar Disposition as a result of a Total Loss or a Purchase Option Disposition) so long as the following conditions are complied with (a “Permitted Discretionary Sale”):

          (A) At the time of such Railcar Disposition, no Event of Default or Early Amortization Event shall have occurred and then be continuing.

          (B) The Issuer (or the Manager on its behalf) prior to such Railcar Disposition, as evidenced by an Officer’s Certificate to be delivered to the Indenture Trustee, shall have identified replacement Railcars for the Issuer to purchase meeting the criteria set forth in clauses “1” through “4” of clause (C) below (Railcars meeting such criteria, “Qualifying Replacement Railcars”), with such purchase expected to be made within 30 days of the date of the discretionary sale.

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          (C) Such Railcars

(1) must be of comparable remaining economic useful life to the Portfolio Railcars being sold,

(2) must have an Appraisal showing an Initial Appraised Value,

(3) must be under Lease to the same extent as the Portfolio Railcars being sold, and

(4) must have been manufactured by Trinity or an Affiliate thereof, and must be purchased pursuant to the Asset Transfer Agreement.

          (D) With respect to the Portfolio Railcars to be sold pursuant to a Permitted Discretionary Sale (such Portfolio Railcars being referred to below as the “Sold Railcars”), each of the following conditions shall have been satisfied and the Indenture Trustee shall have received an Officer’s Certificate of the Issuer (or the Manager on its behalf) certifying as to the satisfaction of such conditions:

(1) The Sold Railcars must be purchased from the Issuer by a third party that is not an Issuer Group Member.

(2) The Net Disposition Proceeds realized in such sale must be at least 105% of the product of the Railcar Advance Rate and the Adjusted Value of such Sold Railcars.

(3) Sold Railcars that were under Lease at the time of sale, if being replaced, must be replaced by Qualifying Replacement Railcars under Lease that generate at least the same amount of current monthly lease revenue and have a remaining Lease term at least equal to two-thirds of the Lease term of such Sold Railcars.

(4) Sold Railcars that were not under Lease at the time of sale, if being replaced, must be replaced by Qualifying Replacement Railcars as to which, if not then under Lease, the Manager has a reasonable, good faith expectation that such Qualifying Replacement Railcars will generate at least the same amount of monthly lease revenue (once placed under Lease) as the Manager would have expected for the Sold Railcars.

          (E) The Net Disposition Proceeds must be deposited into the Mandatory Replacement Account.

          (F) Such Railcar Disposition, after giving effect to the expected reinvestment, will not directly cause noncompliance with any Concentration Limit.

          (G) The Initial Appraised Value of the reinvestment Railcars acquired in connection with a Permitted Discretionary Sale must at least equal the Adjusted Value of the Sold Railcars at their time of sale (except to a de minimus extent).

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          (H) The sum of (x) the Adjusted Value of the Portfolio Railcars to be sold in such Railcar Disposition, (y) the aggregate sum of the Adjusted Values of all Portfolio Railcars that the Issuer has sold in all Permitted Discretionary Sales and Purchase Option Dispositions and (z) the aggregate Adjusted Value of all Portfolio Railcars then subject to a Lease containing a purchase option, does not exceed 35% of the highest aggregate Adjusted Value of all Portfolio Railcars held by the Issuer at any particular time up to the related date of sale.

          (I) The Adjusted Value of the Portfolio Railcars to be sold in such Railcar Disposition, in the aggregate with the aggregate sum of the Adjusted Values of all Portfolio Railcars that the Issuer has sold in any Permitted Discretionary Sales or Purchase Option Dispositions, does not exceed 15% of the average, for each of the previous twelve Payment Dates, of the aggregate sum of the Adjusted Values of all Portfolio Railcars for such Payment Dates (or, if fewer than twelve Payment Dates have passed, such average for all such Payment Dates).

          (iv) With respect to a Permitted Railcar Disposition constituting a Purchase Option Disposition or Involuntary Disposition, the Issuer will, if not electing to deposit such proceeds directly into the Collections Account, deposit the related Net Disposition Proceeds into the Optional Reinvestment Account for application, within the Replacement Period, to a purchase of Qualifying Replacement Railcars in a Replacement Exchange (as contemplated and provided in Section 3.05).

          (b) Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Initial Railcars or any interest therein, except that, the Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, or (ii) acquire one or more additional Railcars pursuant to a capital contribution, so long as, in each case of clause (i) and (ii), each of the following requirements are satisfied on or prior to such purchase or other acquisition:

          (A) no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom;

          (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits;

          (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value;

          (D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value;

          (E) the Railcars being acquired were manufactured by Trinity or an Affiliate, and are acquired pursuant to the Asset Transfer Agreement;

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          (F) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; that all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties; and

          (G) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances.

          (c) Permitted Railcar Acquisition. A Railcar acquisition by the Issuer complying with the provisions in subsection (b) immediately above constitutes a “Permitted Railcar Acquisition”.

          (d) Modification Payments and Capital Expenditures. The Issuer will not make any capital expenditures for the purpose of effecting any optional improvement or modification of any Portfolio Railcar or Parts outside of the ordinary course of business, except that the Issuer may make Optional Modifications and Required Modifications in its discretion and subject to the following limitations on the manner in which such Required Modifications and Optional Modifications may be funded:

          (i) Required Modifications may be funded out of the Expense Account in accordance with Section 3.06; and

          (ii) Optional Modifications may be funded from distributions to the Issuer pursuant to the Flow of Funds, or from capital contributions to the Issuer.

In the case of any Optional Modification, the Issuer prior to undertaking such Optional Modification shall have determined, based upon consultation with the Manager, that the optional modification is not expected to decrease the value or marketability of the Portfolio Railcar as a result of the expenditure on such Optional Modification.

          (e) Leases.

          (i) The Issuer will not surrender possession of any Portfolio Railcar to any Person other than for purposes of maintenance or overhaul or pursuant to a Permitted Lease or for storage purposes pending the Manager’s procurement of a Permitted Lease thereon.

          (ii) The Issuer will, and will cause the Manager in general to use its pro forma lease agreement or agreements, as such pro forma lease agreement or agreements may be revised for purposes of the Issuer specifically or generally from time to time by the Manager (collectively, the “Pro Forma Lease”), for use by the Manager on behalf of the Issuer as a starting point in the negotiation of Future Leases. However, with respect to any Future Lease entered into in connection with (x) the renewal or extension of a related Lease, (y) the leasing of a Portfolio Railcar to a Person that is or was a Lessee under a pre-existing Lease, or (z) the leasing of a Portfolio Railcar to a Person that is or

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was a Lessee under an operating lease of a Railcar that is being managed or serviced by the Manager (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to such pre-existing Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by the Manager, in lieu of the Pro Forma Lease on behalf of the Issuer as a starting point in the negotiation of such Future Lease. The terms of the Pro Forma Lease may be revised from time to time by the Manager, provided that any such revisions shall be consistent with a Lease originated thereunder being a Permitted Lease.

          (f) Concentration Limits. The Issuer will not sell, purchase, otherwise take any action with respect to any Portfolio Railcar if entering into such proposed sale, or other action would cause the Portfolio to no longer comply with the Concentration Limits; provided, that the foregoing restriction shall not apply to the renewal by the Issuer of an Existing Lease. Also, the Issuer will not consummate a Permitted Discretionary Sale if the effect of such action is or would be to cause noncompliance with any Concentration Limit.

     Section 5.04 Operating Covenants.

     The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) neither the Issuer nor the Manager has consented to such Third Party Event; and (ii) the Issuer (or the Manager on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

          (a) Ownership. The Issuer will (i) on all occasions on which the ownership of each Portfolio Railcar is relevant, make it clear to third parties that title to the same is held by the Issuer, and (ii) not do, or knowingly permit to be done, or omit, or knowingly permit to be omitted, any act or thing which might reasonably be expected to jeopardize the rights of the Issuer as owner of each Portfolio Railcar, except as contemplated by the Operative Agreements.

          (b) Compliance with Law; Maintenance of Permits. The Issuer will (i) comply in all material respects with all Applicable Laws, (ii) obtain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for the use and operation of the Portfolio Railcars owned by it, (iii) not cause or knowingly permit, directly or indirectly, any Lessee to operate any Portfolio Railcar under any related Lease in any material respect contrary to any Applicable Law, and (iv) not knowingly permit, directly or indirectly, any Lessee not to obtain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for such Lessee’s use and operation of any Portfolio Railcar under any related operating Lease.

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          (c) Forfeiture. The Issuer will not do anything, and will not knowingly permit, directly or indirectly, any Lessee to do anything, which may reasonably be expected to expose any Portfolio Railcar to forfeiture, impoundment, detention, appropriation, damage or destruction (other than any forfeiture, impoundment, detention or appropriation which is being contested in good faith by appropriate proceedings if (i) adequate resources have been made available by the Issuer or the applicable Lessee for any payment which may arise or be required in connection with such forfeiture, impounding, detention or appropriation or proceedings taken in respect thereof, and (ii) such forfeiture, impounding, detention or appropriation or the continued existence thereof does not give rise to any material likelihood of the assets to which such forfeiture, impounding, detention or appropriation relates or any interest in such assets being sold, permanently forfeited or otherwise lost). In the event of a forfeiture, impoundment, detention or appropriation of such Portfolio Railcar not constituting a Total Loss, the Issuer will use all commercially reasonable efforts to obtain the prompt release of such Portfolio Railcar.

          (d) Maintenance of Assets. The Issuer will, with respect to each Portfolio Railcar under Lease, cause, directly or indirectly, such Portfolio Railcar to be maintained in a state of repair and condition consistent with the reasonable commercial practice of leading railcar operating lessors with respect to similar railcars under lease, taking into consideration, among other things, the identity of the relevant Lessee (including the credit standing and operating experience thereof), the age and condition of the Portfolio Railcar and the jurisdiction in which the Portfolio Railcar is or will be operated or in which the Lessee is based. In addition, the Issuer will, with respect to each Portfolio Railcar that is not subject to a Lease, maintain such Portfolio Railcar in a state of repair and condition consistent with the reasonable commercial practice of leading railcar operating lessors with respect to railcars not under lease.

          (e) Notification of Loss, Theft, Damage or Destruction. The Issuer will notify the Indenture Trustee, the Administrator, and the Manager, in writing, as soon as the Issuer becomes aware of any loss, theft, damage or destruction to any Portfolio Railcar if the potential cost of repair or replacement of such asset (without regard to any insurance claim related thereto) may exceed $1,000,000.

          (f) Insurance. The Issuer covenants with the Indenture Trustee as follows:

          (i) Insurance. The Issuer will at all times after the Closing Date, at its own expense, keep or cause the Insurance Manager under the Insurance Agreement to keep each Portfolio Railcar insured with insurers of recognized responsibility with a rating of at least A- by A.M. Best Company (or a comparable rating by a nationally or internationally recognized rating group of comparable stature) or by other insurers approved in writing by the Requisite Majority, which approval shall not be unreasonably withheld, in amounts and against risks and with deductibles and terms and conditions not less beneficial to the insured thereunder than the insurance, if any, maintained by the Manager with respect to similar equipment which it owns or leases, but in no event shall such coverage be for amounts or against risks less than the Prudent Industry Practice.

          (ii) Additional Insurance. In the event that the Issuer shall fail to maintain insurance as herein provided, the Indenture Trustee may at its option, upon prior written notice to the Issuer, provide such insurance and, in such event, the Issuer shall,

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upon demand from time to time reimburse the Indenture Trustee for the cost thereof together with interest from the date of payment thereof at the Stated Rate on the Equipment Notes, on the amount of the cost to the Indenture Trustee of such insurance which the Issuer shall have failed to maintain. If after the Indenture Trustee has provided such insurance, the Issuer then obtains the coverage provided for in Section 5.04(f) which was replaced by the insurance provided by the Indenture Trustee, and the Issuer provides the Indenture Trustee with evidence of such coverage reasonably satisfactory to the Indenture Trustee, the Indenture Trustee shall cancel the insurance it has provided pursuant to the first sentence of this Section 5.04(f)(ii). In such event, the Issuer shall reimburse the Indenture Trustee for all costs to the Indenture Trustee of cancellation, including without limitation any short rate penalty, together with interest from the date of the Indenture Trustee’s payment thereof at the Stated Rate on the Equipment Notes. In addition, at any time the Indenture Trustee may at its own expense carry insurance with respect to its interest in the Portfolio Railcars, provided that such insurance does not interfere with the Issuer’s ability to insure the Portfolio Railcars as required by this Section 5.04(f) or adversely affect the Issuer’s insurance or the cost thereof, it being understood that all salvage rights to each Portfolio Railcar shall remain with the Issuer’s insurers at all times. Any insurance payments received from policies maintained by the Indenture Trustee pursuant to the previous sentence shall be retained by the applicable Person obtaining such insurance without reducing or otherwise affecting the Issuer’s obligations hereunder, other than with respect to Portfolio Railcars) with respect to which such payments have been made.

          (g) No Accounts. Except as contemplated herein, the Issuer will not have an interest in any deposit account or securities account (other than the Indenture Accounts and other than any account which may be required to be established as a necessary consequence of or in order to invest in or otherwise acquire a Permitted Investment) unless (i) any such further account and the Issuer’s interest therein shall be further charged or otherwise secured in favor of the Indenture Trustee for the benefit of the Secured Parties and (ii) any such further account is held in the custody of and under the “control” (as such term is defined in the UCC) of the Indenture Trustee.

          (h) Notices. If at any time any creditor of the Issuer seeks to enforce any judgment or order of any competent court or other competent tribunal against any of the Collateral, the Issuer shall (i) promptly give written notice to such creditor and to such court or tribunal of the Indenture Trustee’s interests in the Collateral, (ii) if at any time an examiner, administrator, administrative receiver, receiver, trustee, custodian, sequestrator, conservator or other similar appointee (an “Insolvency Appointee”) is appointed in respect of any secured creditor or any of their assets, promptly give notice to such appointee of the Indenture Trustee’s interests in the Collateral and (iii) notify the Indenture Trustee thereof in either case of clauses (i) and (ii) above. The Issuer will not voluntarily appoint or cause to be appointed or commence any proceeding to appoint any Insolvency Appointee over all or any of its property.

          (i) Compliance with Agreements. The Issuer will comply with and perform all its obligations under the Indenture, the Issuer Documents and the other Operative Agreements to which the Issuer is a party.

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          (j) Information. The Issuer will at all times give to the Indenture Trustee such information as the Indenture Trustee may reasonably require for the purpose of the discharge of the powers, rights, duties, authorities and discretions vested in it hereunder, under any other Issuer Document or by operation of Applicable Law.

          (k) Further Assurances.

          (i) The Issuer will comply with all reasonable directions given to it by the Indenture Trustee to perfect the Security Interests in the Collateral (except to the extent provided in the Granting Clauses herein). The Issuer will execute such further documents and do all acts and things as the Indenture Trustee may reasonably require at any time or times to give effect to this Indenture, the Issuer Documents and the relevant Operative Agreements.

          (ii) Without limiting the foregoing, from time to time, the Issuer shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, and shall make or cause to be made such filings with the STB and with the Registrar General of Canada and take or cause to be taken such similar actions as are described in the Granting Clauses under “Priority”, all in such manner and in such places as may be required by law (or deemed desirable by the Indenture Trustee) to fully perfect, preserve, maintain and protect the security interest of the Indenture Trustee for the benefit of the Secured Parties in the Portfolio Railcars, related Leases and other Collateral granted hereby (including without limitation any such Portfolio Railcars acquired by the Issuer from time to time after the Closing Date), including in the proceeds thereof. The Issuer shall deliver (or cause to be delivered) to the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, following such filing in accordance herewith. In the event that the Issuer fails to perform its obligations under this subsection, the Indenture Trustee may perform such obligations, at the expense of the Issuer, and the Issuer hereby authorizes the Indenture Trustee and grants to such persons an irrevocable power of attorney to take any and all steps in order to perform such obligations in the Issuer’s own name and on behalf of the Issuer, as are necessary or desirable, in the determination of the Indenture Trustee, as applicable.

          (l) Stamping of the Leases. Within thirty (30) days of the applicable Delivery Date (or, in the case of a Future Lease, the date of origination of such Future Lease), the Issuer will cause the Manager to stamp on or otherwise affix to each Rider evidencing the same, the following legend:

     “This Lease is subject to a security interest in favor of Wilmington Trust Company, as Indenture Trustee, pursuant to the Indenture dated as of November 5, 2009 between Trinity Rail Leasing VII LLC, and Wilmington Trust Company, as Indenture Trustee.”

     Without limiting the generality of the foregoing, the Issuer will (i) execute and deliver to the Indenture Trustee, on behalf of the Secured Parties, such financing or continuation statements or continuation statements in lieu, or amendments thereto, and such other instruments or notices,

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as may be necessary or desirable, or as the Indenture Trustee may reasonably request, in order to perfect and preserve the pledge, transfer, assignment, Security Interests granted or purported to be granted hereby, (ii) if any Collateral shall be evidenced by a promissory note or other instrument, deliver and pledge to the Indenture Trustee, on behalf of the Secured Parties, such note or instrument, duly indorsed or accompanied by duly executed instruments of transfer or assignment in blank and undated, all in form and substance reasonably satisfactory to the Indenture Trustee, and (iii) deliver to the Indenture Trustee, on behalf of the Secured Parties, promptly upon receipt thereof all instruments representing or evidencing any of the Collateral, duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank and undated, all in form and substance reasonably satisfactory to the Indenture Trustee.

          (m) No Effect on Security Interest. Except as otherwise provided in this Indenture or other Operative Agreements, the Issuer will not agree to the amendment of any Issuer Document unless the Indenture Trustee has confirmed to the Issuer that it has received from legal counsel reasonably acceptable to it an opinion to the effect that such amendment will not result in the Security Interests being prejudiced (the reasonable expenses of such opinion to be paid by the Issuer).

          (n) Restrictions on Amendments to Assigned Agreements and Certain Other Actions. (i) The Issuer will not take, or knowingly permit to be taken, any action which would amend, terminate or discharge or prejudice the validity or effectiveness or priority of the Security Interests or permit any party to any of the Issuer Documents whose obligations form part of the security created by this Indenture to be released from such obligations except, in each case as permitted or contemplated by this Indenture, or the other Issuer Documents or the Operative Agreements, (ii) without the prior written consent of the Indenture Trustee (acting at the Direction of the Requisite Majority), the Issuer shall not, directly or indirectly, (A) cancel or terminate, or consent to or accept any cancellation or termination of, or amend, modify or change in any manner, any Assigned Agreement or any term or condition thereof or (B) waive any default under, or any breach of or noncompliance with any term or condition of, any Assigned Agreement or authorize or approve, or consent to, any of the foregoing and (iii) the Issuer will not knowingly take, or knowingly permit to be taken, any action which, other than the performance of its obligations under the Issuer Documents and the Operative Agreements, would reasonably be expected to result in the lowering or withdrawal of the then current rating of any Equipment Note.

          (o) Subsidiaries. Except with the consent of the Indenture Trustee (acting at the Direction of the Requisite Majority), the Issuer will not have or establish any Subsidiaries.

          (p) Restriction on Asset Dealings. The Issuer shall not sell, transfer, release or otherwise dispose of any of, or grant options, warrants or other rights with respect to, any of its assets to any Person other than as expressly permitted in the Operative Agreements.

          (q) Organizational Documents. Subject to Section 5.02(j), the Issuer shall not amend, modify or supplement its organizational documents or change its jurisdiction of organization without the consent of Indenture Trustee (acting at the Direction of the Requisite Majority), and such consent shall not be unreasonably withheld.

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          (r) Management Agreement and Administrative Services Agreement. The Issuer shall at all times be a party to the Management Agreement and shall, if necessary, take any steps required of it in connection with the appointment of any Successor Manager thereunder. The Issuer shall at all times be a party to the Administrative Services Agreement or a substitute agreement substantially similar thereto.

          (s) Insurance Agreement. The Issuer shall at all times be a party to the Insurance Agreement and shall, if necessary, take any steps required of it in connection with the appointment of any Successor Insurance Manager thereunder.

          (t) Condition. The Issuer, at its own cost and expense, shall maintain, repair and keep each Portfolio Railcar, and cause the Manager under the Management Agreement to maintain, repair and keep each Portfolio Railcar, (i) according to Prudent Industry Practice and in all material respects, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner in all material respects consistent with maintenance practices used by the Manager, in respect of railcars owned, leased or managed by the Manager similar in type to such Portfolio Railcar or with respect to any Portfolio Railcar that is a Net Lease, maintenance practices used by the applicable Lessee, in respect of railcars similar in type to such Portfolio Railcar used by such Lessee on its domestic routes in the United States; (provided, however that after the return to the Manager of any Portfolio Railcar which was subject to a Net Lease immediately prior to such return, such Portfolio Railcar shall be maintained and repaired in all material respects in a manner consistent with maintenance practices used by the Manager in respect of railcars owned, leased or managed by the Manager similar in type to such Portfolio Railcar), (iii) in accordance with all manufacturer’s warranties in effect but only to the extent that the lack of compliance therewith would reasonably be expected to adversely affect the coverage thereunder and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 5.04 and (iv) in compliance in all material respects with any applicable laws and regulations from time to time in effect, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Portfolio Railcars in interchange regardless of upon whom such applicable laws and regulations are nominally imposed; provided, however, that, so long as the Manager or, with respect to any Portfolio Railcar subject to a Lease which is a Net Lease, the applicable Lessee, is similarly contesting such law or regulation with respect to all other similar equipment owned or operated by Manager or, with respect to any Portfolio Railcar subject to a Net Lease, the applicable Lessee, the Issuer (or such Lessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any manner that does not (w) materially interfere with the use, possession, operation or return of any of the Portfolio Railcars, (x) materially adversely affect the rights or interests of the Indenture Trustee in the Portfolio Railcars, (y) expose any Secured Party or the Indenture Trustee to criminal sanctions or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by the Issuer under this Indenture if such violation would reasonably be expected to adversely affect the coverage thereunder; provided further, that the Issuer shall promptly notify the Indenture Trustee in reasonable detail of any such contest upon its or the Manager’s becoming aware thereof. In no event shall the Issuer discriminate in any material respect as to the use or maintenance of any Portfolio Railcar (including the periodicity of maintenance or recordkeeping in respect of such Portfolio Railcar) as compared to

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equipment of a similar nature which the Manager owns or manages. The Issuer will maintain in all material respects all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Portfolio Railcars required to be maintained in respect of any Portfolio Railcar.

          (u) [Reserved].

          (v) Use. The Issuer shall be entitled to the possession of the Portfolio Railcars and to the use of the Portfolio Railcars by it or any Affiliate in the United States and subject to the remaining provisions of this subsection, Canada and Mexico, only in the manner for which it was designed and intended and so as to subject it only to ordinary wear and tear. In no event shall the Issuer use, store or permit the use or storage of any Portfolio Railcar in any jurisdiction not included in the insurance coverage required by Section 5.04(f). The Portfolio Railcars shall be used primarily on domestic routes in the United States and on routes in Canada, and in no event shall the mileage usage of the Portfolio Railcars in interchange within Mexico exceed twenty (20)% of the total mileage usage of the Portfolio Railcars in interchange in the aggregate (as determined by mileage records and measured at the end of each calendar year).

          (w) Custody of Portfolio Leases. Promptly after entering into a Future Lease, the Issuer shall deliver a Rider constituting a Chattel Paper Original to the Indenture Trustee in accordance with the provisions hereof.

          (x) Portfolio Railcar Total Loss. In the event that any Portfolio Railcar shall suffer a Total Loss, the Issuer shall (or shall cause the Manager to) promptly and fully inform the Indenture Trustee of such Total Loss.

          (y) Certain Reports. No later than ten Business Days following April 30, 2010 (or December 31, 2009 with respect to clause (iii) below), and no later than ten Business Days following each April 30 (or each March 31, June 30, September 30 and December 31, with respect to clause (iii) below) thereafter, the Issuer will furnish (or cause the Manager under the Management Agreement to furnish) to the Indenture Trustee and each Rating Agency an accurate statement, as of the preceding December 31 (or as of the preceding calendar quarter with respect to clause (iii) below) (i) showing the amount, description and reporting marks of the Portfolio Railcars, the amount, description and reporting marks of all Portfolio Railcars that may have suffered a Total Loss during the twelve months ending on such December 31 (or since the Closing Date, in the case of the first such statement), and such other information regarding the condition or repair of the Portfolio Railcars as the Indenture Trustee may reasonably request, (ii) stating that in the case of all Portfolio Railcars repainted during the period covered by such statement, the markings required by Section 2.2(ii) of the Management Agreement shall have been preserved or replaced, (iii) showing the percentage of use in Canada and Mexico based on the total mileage traveled by the Portfolio Railcars for the prior calendar quarter as reported to the Manager by railroads (or Lessees in the case of Net Leases, as applicable) and (iv) stating that the Issuer is not aware of any condition of any Portfolio Railcar which would cause such Portfolio Railcar not to comply in any material respect with the rules and regulations of the FRA and the interchange rules of the Field Manual of the AAR as they apply to the maintenance and operation of the Portfolio Railcars in interchange and any other requirements hereunder.

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          (z) Inspection.

          (i) Upon the occurrence of an Event of Default or a Manager Termination Event, the Indenture Trustee, at the Direction of the Requisite Majority, together with the agents, representatives, accountants and legal and other advisors of each of the foregoing (collectively, the “Inspection Representatives”), shall have the right to (A) conduct a field examination of a reasonable representative sample of the Portfolio Railcars, which may not in any event in the first instance exceed 100 Portfolio Railcars (each such inspection, a “Unit Inspection”), (B) (I) inspect all documents (the “Related Documents”), including, without limitation, all related Leases, insurance policies, warranties or other agreements, relating to the Portfolio Railcars and the other Collateral (each such inspection, a “Related Document Inspection”) and (II) inspect each of the Issuer’s and the Manager’s books, records and databases (which shall include reasonable access to the Issuer’s and the Manager’s computers and computer records to the extent necessary to determine compliance with the Operative Agreements) (collectively, the “Books and Records”) with respect to the Portfolio Railcars and the other Collateral and the Related Documents (including without limitation data supporting all reporting requirements under the Operative Agreements) (each such inspection, a “Book and Records Inspection”) and (C) discuss (I) the affairs, finances and accounts of the Issuer (with respect to itself) and the Manager (with respect to itself and the Issuer) and (II) the Portfolio Railcars and the other Collateral, the Related Documents and the Books and Records, in each case with the principal executive officer and the principal financial officer of each of the Issuer and the Manager, as applicable (the foregoing clauses (I) and (II) a “Company Inspection”) the Unit Inspections, the Related Documents Inspections, the Books and Records Inspections and the Company Inspections described in clauses (A), (B) and (C), collectively, the “Inspections”).

          (ii) All Inspections shall be at the sole cost and expense of the Issuer (including the reasonable legal and accounting fees, costs and expenses incurred by the Indenture Trustee, and its Inspection Representatives). All Inspections shall be conducted upon reasonable request and notice to the Issuer (with respect to itself) and the Manager (with respect to itself and the Issuer) and shall (A) be conducted during normal business hours, (B) be subject to the Issuer’s and the Manager’s customary security procedures, if any, and (C) not unreasonably disrupt the Issuer’s or the Manager’s business.

          (iii) If in connection with or as a result of the initial Railcar Inspection, the Indenture Trustee determines, in its sole discretion, that an Inspection Issue (as defined below) has occurred, then the Indenture Trustee shall have the right to conduct additional Inspections from time to time consisting of additional samplings of Railcars in numbers that the Trustee or its Inspection Representative determines to be a reasonable sampling (each, an “Additional Inspection” and collectively, “Additional Inspections”) sufficient to confirm the scope of any such Inspection Issues. “Inspection Issue” means the discovery that a material portion of the Portfolio Railcars inspected are not being used or maintained in a manner that complies with the requirements of the Indenture.

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     Without prejudice to the right to conduct Inspections, all parties granted inspection rights hereunder shall confer with a view toward coordinating their conduct with respect to the Inspections in order to minimize the costs thereof and business disruption attendant thereto.

          (aa) Modifications.

          (i) Required Modifications. In the event a Required Modification to a Portfolio Railcar is required, the Issuer agrees to make or cause to be made such Required Modification at its own expense; provided, that the Issuer (or applicable Lessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of the law, rule or regulation requiring such Required Modification in any manner that does not (w) materially interfere with the use, possession, operation, maintenance or return of any Portfolio Railcar, (x) materially adversely affect the rights or interests of the Issuer or the Indenture Trustee in the Portfolio Railcars, (y) expose the Issuer or the Indenture Trustee to criminal sanctions, or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by the Issuer under this Indenture if such violation would reasonably be expected to adversely affect the coverage thereunder; provided further, that the Issuer shall notify (or cause to be notified) the Indenture Trustee thereof, which notice shall also set forth the time period for the making of such Required Modification and the Issuer’s or Manager’s reasonable estimate of the cost thereof.

          (ii) Optional Modifications. The Issuer at any time may or may permit a Lessee to, in its discretion and at its own or such Lessee’s cost and expense, modify, alter or improve any Portfolio Railcar in a manner which is not a Required Modification; provided that (A) no such optional modification shall diminish the fair market value, utility or remaining economic useful life of such Portfolio Railcar below the fair market value, utility or remaining economic useful life thereof immediately prior to such optional modification, in more than a de minimis respect, assuming such Portfolio Railcar was then at least in the condition required to be maintained by the terms of this Indenture and (B) the Issuer, or the Manager on its behalf, shall conclude in good faith that the proposed optional modification is likely to enhance the marketability of the Portfolio Railcar (or such optional modification is requested by a Lessee).

ARTICLE VI

THE INDENTURE TRUSTEE

     Section 6.01 Acceptance of Trusts and Duties. The duties and responsibilities of the Indenture Trustee shall be as expressly set forth herein, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. The Indenture Trustee accepts the trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Indenture and agrees to receive and disburse all moneys received by it in accordance with the terms hereof. The Indenture Trustee in its individual capacity shall not be answerable or accountable under any circumstances, except for its own willful misconduct or negligence or bad faith or breach of its representations, warranties and/or covenants and the Indenture Trustee shall

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not be liable for any action or inaction of the Issuer or any other parties to any of the Operative Agreements.

     Section 6.02 Absence of Duties. The Indenture Trustee shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of any Lessee. Notwithstanding the foregoing, the Indenture Trustee, upon written request, shall furnish to any Noteholder, promptly upon receipt thereof, duplicates or copies of all reports, Notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee under this Indenture.

     Section 6.03 Representations or Warranties. The Indenture Trustee does not make and shall not be deemed to have made any representation or warranty as to the validity, legality or enforceability of this Indenture, the Equipment Notes, any other securities or any other document or instrument or as to the correctness of any statement contained in any thereof, except that the Indenture Trustee in its individual capacity hereby represents and warrants (i) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will be duly authorized to execute and deliver such document on its behalf, and (ii) this Indenture is the legal, valid and binding obligation of WTC, enforceable against WTC in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

     Section 6.04 Reliance; Agents; Advice of Counsel. The Indenture Trustee shall incur no liability to anyone acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Indenture Trustee may accept a copy of a resolution of, in the case of the Issuer, and in the case of any other party to any Operative Agreement, the governing body of such Person, certified in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Manager or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Manager or the Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Issuer is authorized by its constitutional documents to enter into this Indenture and to take all action permitted to be taken by it pursuant to the provisions hereof, and shall not inquire into the authorization of the Issuer with respect thereto.

     The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Holders in accordance herewith relating to the time, method and place of conducting any proceeding for any remedy available to the

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Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

     The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

     The Indenture Trustee may consult with counsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

     The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

     The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrator under this Indenture or any of the Operative Agreements.

     The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments.

     When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally.

     The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Issuer, the Administrator or Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal Balance of the Equipment Notes.

     The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any

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liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Manager, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease.

     The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment.

     Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Operative Agreement directs the Indenture Trustee to make such investigation.

     The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the Operative Agreements. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

     Section 6.05 Not Acting in Individual Capacity. The Indenture Trustee acts hereunder solely as trustee unless otherwise expressly provided; and all Persons, other than the Noteholders to the extent expressly provided in this Indenture, having any claim against the Indenture Trustee by reason of the transactions contemplated hereby shall look, subject to the lien and priorities of payment as herein provided, only to the property of the Issuer for payment or satisfaction thereof.

     Section 6.06 No Compensation from Noteholders. The Indenture Trustee agrees that it shall have no right against the Noteholders for any fee as compensation for its services hereunder.

     Section 6.07 Notice of Defaults. As promptly and soon as practicable after, and in any event within thirty (30) days after, the occurrence of any Default hereunder, the Indenture Trustee shall transmit by mail to the Issuer and the Noteholders holding Equipment Notes, notice of such Default hereunder actually known to a Responsible Officer of the Indenture Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default on the payment of the interest, principal, or premium, if any, on any Equipment Note, the Indenture Trustee shall be fully protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Indenture Trustee in good faith determines that the withholding of such notice is in the interests of the Noteholders .

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     Section 6.08 Indenture Trustee May Hold Securities. The Indenture Trustee, any Paying Agent, the Note Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity, may become the owner or pledgee of securities and, may otherwise deal with the Issuer with the same rights it would have if it were not the Indenture Trustee, Paying Agent, Note Registrar or such other agent.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be an Indenture Trustee which shall meet the Eligibility Requirements. If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09 to act as Indenture Trustee, the Indenture Trustee shall resign immediately as Indenture Trustee in the manner and with the effect specified in Section 7.01 hereof.

     Section 6.10 Reports by the Issuer. The Issuer shall furnish to the Indenture Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal accounting officer or principal financial officer of the Administrator, as applicable, as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture (it being understood that for purposes of this Section 6.10, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture).

     Section 6.11 Compensation. The Issuer covenants and agrees to pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to, the fees and expenses separately agreed in writing between the Issuer and the Indenture Trustee, and will further pay or reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ).

     Section 6.11 Certain Rights of the Requisite Majority.

          Each of the Indenture Trustee and by its acceptance of the Equipment Notes, the Noteholders, hereby agrees that, if the Indenture Trustee shall fail to act in accordance with Direction by the Requisite Majority (with respect to the Equipment Notes as a whole) at any time at which it is so required to act hereunder or under any other Operative Agreement, then the Requisite Majority shall be entitled to take such action directly in its own capacity or on behalf of the Indenture Trustee. If the Indenture Trustee fails to act in accordance with Direction by the Requisite Majority when so required to act under any Operative Agreement, then the Indenture Trustee shall, upon the further Direction of the Requisite Majority, irrevocably appoint the Requisite Majority, or an authorized agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the name of the Indenture Trustee or its own name, to take any and all actions that the Indenture Trustee is authorized to

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take under any Operative Agreement, to the extent the Indenture Trustee has failed to take such action when and as required under such Operative Agreement.

ARTICLE VII

SUCCESSOR TRUSTEES

     Section 7.01 Resignation and Removal of Indenture Trustee. The Indenture Trustee may resign as Indenture Trustee with respect to the Equipment Notes at any time without cause by giving at least sixty (60) days’ prior written notice to the Issuer, the Manager, the Administrator and the Holders, provided that the Indenture Trustee shall continue to serve as Indenture Trustee until a successor has been appointed pursuant to Section 7.02 hereof. The Requisite Majority may at any time remove the Indenture Trustee without cause by an instrument in writing delivered to the Issuer, the Manager, the Administrator and the Indenture Trustee being removed. In addition, the Issuer may remove the Indenture Trustee if: (i) such Indenture Trustee fails to comply with Section 7.02(d) hereof, (ii) such Indenture Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of such Indenture Trustee or its property or (iv) such Indenture Trustee becomes incapable of acting. References to the Indenture Trustee in this Indenture include any successor Indenture Trustee appointed in accordance with this Article VII.

     Section 7.02 Appointment of Successor. (a) In the case of the resignation or removal of the Indenture Trustee under Section 7.01 hereof, the Issuer shall promptly appoint a successor Indenture Trustee; provided that the Requisite Majority may appoint, within one (1) year after such resignation or removal, a successor Indenture Trustee which may be other than the successor Indenture Trustee appointed by the Issuer, and such successor Indenture Trustee appointed by the Issuer shall be superseded by the successor Indenture Trustee so appointed by the Requisite Majority. If a successor Indenture Trustee shall not have been appointed and accepted its appointment hereunder within sixty (60) days after the Indenture Trustee gives notice of resignation or is removed, the retiring or removed Indenture Trustee, the Issuer, the Administrator, the Manager or the Requisite Majority may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. Any successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed as provided in the first sentence of this paragraph within one (1) year from the date of the appointment by such court.

          (b) Any successor Indenture Trustee, however appointed, shall promptly execute and deliver to the Issuer, the Manager, the Administrator and the predecessor Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of such predecessor Indenture Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Indenture Trustee herein; provided that, upon the written request of such successor Indenture Trustee, such predecessor Indenture Trustee shall, upon payment of all amounts due and owing to it, execute and deliver an instrument transferring to such successor Indenture Trustee, upon the trusts herein expressed applicable to it, all the

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estates, properties, rights, powers and trusts of such predecessor Indenture Trustee, and such predecessor Indenture Trustee shall duly assign, transfer, deliver and pay over to such successor Indenture Trustee all moneys or other property then held by such predecessor Indenture Trustee hereunder solely for the benefit of the Equipment Notes.

          (c) If a successor Indenture Trustee is to be appointed with respect to only a part of the predecessor Indenture Trustee duties hereunder, the Issuer, the predecessor Indenture Trustee and the successor Indenture Trustees shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee as to which the predecessor Indenture Trustee is not retiring shall continue to be vested in the predecessor Indenture Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Equipment Notes hereunder by more than one Indenture Trustee.

          (d) Each Indenture Trustee shall be an Eligible Institution and shall meet the Eligibility Requirements, if there be such an institution willing, able and legally qualified to perform the duties of an Indenture Trustee hereunder; provided that the Rating Agencies shall receive notice of any replacement Indenture Trustee.

          (e) Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation to which substantially all the business of the Indenture Trustee may be transferred, shall, subject to the terms of paragraph (d) of this Section, be the Indenture Trustee under this Indenture without further act.

ARTICLE VIII

INDEMNITY

     Section 8.01 Indemnity. The Issuer shall indemnify the Indenture Trustee (and its officers, directors, employees and agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (including attorney’s fees and expenses) incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Equipment Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officers’ Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer and the Manager and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, the Rating Agencies, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that failure to

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provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel). The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or bad faith.

     Section 8.02 Noteholders’ Indemnity. The Indenture Trustee shall be entitled, subject to such Indenture Trustee’s duty during a default to act with the required standard of care, to be indemnified by the Holders of the Equipment Notes before proceeding to exercise any right or power under this Indenture or the Management Agreement at the request or Direction of such Holders.

Section 8.03 Survival. The provisions of Sections 8.01 and 8.02 hereof shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee.

ARTICLE IX

SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without the Consent of the Noteholders.

          (a) Without the consent of any Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Indenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (vi) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more Supplements for any of the following purposes:

          (i) to add to the covenants of the Issuer in this Indenture for the benefit of the Holders of the Equipment Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Indenture;

          (ii) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision in this Indenture;

          (iii) to correct or amplify the description of any property at any time subject to the Encumbrance of this Indenture, or to better assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Encumbrance of this Indenture, or to subject additional property to the Encumbrance of this Indenture;

          (iv) to add additional conditions, limitations and restrictions thereafter to be observed by the Issuer;

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          (v) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; or

          (vi) to evidence the succession of the Indenture Trustee.

          (b) No Supplement shall be entered into under this Section 9.01 unless each Rating Agency shall have received prior written notice thereof and, except as set forth in the proviso at the end of this sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be required if such Supplement shall have been entered into by the Indenture Trustee at the Direction of a Requisite Majority.

     Section 9.02 Supplemental Indentures with the Consent of Noteholders.

          (a) With the consent evidenced by a Direction of a Requisite Majority, the Issuer and the Indenture Trustee may enter into a Supplement hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such Supplement shall, without the prior written Direction of the Holders (or beneficial owners) affected thereby and the Direction of a Requisite Majority for the Equipment Notes then Outstanding:

          (i) reduce the principal amount of any Equipment Note or the rate of interest thereon, change the priority of any payments required pursuant to this Indenture or amend or otherwise modify the Flow of Funds except as permitted pursuant to Section 9.02(b), or the date on which, or the amount of which, or the place of payment where, or the coin or currency in which, any Equipment Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Final Maturity Date thereof;

          (ii) reduce the percentage of Holders of Outstanding Equipment Notes required for (x) the consent required for delivery of any Supplement to this Indenture, (y) the consent required for any waiver of compliance with certain provisions of this Indenture or certain Events of Default hereunder and their consequences as provided for in this Indenture or (z) the consent required to waive any payment default on the Equipment Notes;

          (iii) modify any provision relating to any Supplement or this Indenture which specifies that such provision cannot be modified or waived without the Direction of the Holder of each Outstanding Equipment Note affected thereby;

          (iv) modify or alter the definition of the term “Requisite Majority” (including, without limitation, the percentages therein);

          (v) modify or alter the provisions of this Indenture relating to mandatory prepayments;

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          (vi) permit the creation of any Encumbrance ranking prior to or on a parity with the Encumbrance of this Indenture with respect to any part of the Collateral or terminate the Encumbrance of this Indenture on any property at any time subject hereto or deprive the Holder of any Equipment Note of the security afforded by the Encumbrance of this Indenture; or

          (vii) modify any of the provisions of this Indenture in such a manner as to affect the amount or timing of any payments of interest or principal due on any Equipment Note.

Prior to the execution of any Supplement issued pursuant to this Section 9.02, the Issuer shall provide a written notice to each Rating Agency setting forth in general terms the substance of any such Supplement.

          (b) Notwithstanding the foregoing provisions of this Section 9.02, the Issuer, the Indenture Trustee and, by its acceptance of an Equipment Note, each Noteholder, hereby irrevocably agrees that, in connection with the appointment and engagement of a Successor Manager and as contemplated in the last paragraph of the Granting Clauses hereof, the Indenture Trustee acting at the Direction of the Requisite Majority acting in their sole discretion shall have the right, without the consent of the Issuer, any Noteholder or any other Person, to increase the Management Fee and/or pay to the Manager an incentive fee, add the payment of such amounts to and/or change the priority of distribution of such amounts in, the Flow of Funds and amend this Indenture to the extent necessary to effectuate the foregoing.

          (c) Promptly after the execution by the Issuer and the Indenture Trustee of any Supplement pursuant to this Section, the Issuer shall mail to the Administrator, the Indenture Trustee and each Rating Agency, a notice setting forth in general terms the substance of such Supplement, together with a copy of the text of such Supplement. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

ARTICLE X

MODIFICATION AND WAIVER

     Section 10.01 Modification and Waiver with Consent of Holders.

     In the event that the Indenture Trustee receives a request for its consent to an amendment, modification or waiver under this Indenture, the Equipment Notes or any Operative Agreement relating to the Equipment Notes, the Indenture Trustee shall mail a notice of such proposed amendment, modification or waiver to each Noteholder asking whether or not to consent to such amendment, modification or waiver if such Noteholder’s consent is required pursuant to this Indenture; provided that any amendment, modification or waiver of the provisions described in Section 9.02 hereof is not permitted without the consent of each Noteholder of any Equipment Notes affected thereby; provided further, however, that any Event of Default may be waived in accordance with Section 4.04 hereof. The foregoing, however, shall not prevent the Issuer from

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amending any Lease of a Railcar, provided that such amendment is otherwise permitted by this Indenture and the Management Agreement.

     It shall not be necessary for the consent of the Holders under this Section 10.01 to approve the particular form of any proposed amendment, modification or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the Direction of a Requisite Majority and as to which Rating Agency Confirmation is given will be binding on all Noteholders.

     The Issuer shall give each Rating Agency prior notice of any amendment under this Section 10.01 and any amendments of its constitutive documents by the Issuer, and, after an amendment under this Section 10.01 becomes effective, the Issuer shall mail to the Holders and the Rating Agencies a notice briefly describing such amendment. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

     After an amendment under this Section 10.01 becomes effective, it shall bind every Holder, whether or not notation thereof is made on any Equipment Note held by such Holder.

     Section 10.02 Modification Without Consent of Holders.

     Subject to Section 9.01 hereof, the Indenture Trustee may agree, without the consent of any Noteholder, to any modification (other than those referred to in Section 10.01) of any provision of any Operative Agreement or of the relevant Equipment Notes to correct a manifest error or an error which is of a formal, minor or technical nature. Any such modification shall be notified to the Holders as soon as practicable thereafter and shall be binding on all the Holders.

     Section 10.03 Subordination and Priority of Payments.

     The subordination provisions contained in the Flow of Funds and Article XI hereof may not be amended or modified without the consent of each Noteholder of the Equipment Notes. In no event shall the provisions set forth in the Flow of Funds relating to the priority of the Service Provider Fees and Operating Expenses be amended or modified. The foregoing sentences in each case are subject to the provisions of Section 9.02(b).

     Section 10.04 Execution of Amendments by Indenture Trustee.

     In executing, or accepting the additional trusts created by, any amendment or modification to this Indenture permitted by this Article X or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

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ARTICLE XI

SUBORDINATION

     Section 11.01 Subordination.

          (a) Each Noteholder and Service Provider agrees that its claims against the Issuer for payment of amounts are subordinate to any claims ranking in priority thereto as set forth in the Flow of Funds hereof, including any post-petition interest (each such prior claim, a “Senior Claim”), which subordination shall continue until the holder of such Senior Claim (a “Senior Claimant”), or the Indenture Trustee on its behalf, has received the full cash amount of such Senior Claim. Each such Person is also obligated to hold for the benefit of the Senior Claimant any amounts received by such Person which, under the terms of this Indenture, should have been paid to or on behalf of the Senior Claimant and to pay over such amounts to the Indenture Trustee for application as provided in the Flow of Funds.

          (b) If any Senior Claimant receives any payment in respect of any Senior Claim which is subsequently invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect, and shall be entitled to the benefits of this Article XI, all as if such payment had not been received.

          (c) Each Noteholder, by its acceptance of an Equipment Note, and each other payee pursuant to the Flow of Funds, by entering into the Operative Agreement to which it is a party, authorizes and expressly directs the Indenture Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XI, and appoints the Indenture Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Equipment Notes in the form required in those proceedings.

          (d) No right of any holder of any Senior Claim to enforce the subordination of any subordinated claim shall be impaired by an act or failure to act by the Issuer or the Indenture Trustee or by any failure by either the Issuer or the Indenture Trustee to comply with this Indenture, unless such failure shall materially prejudice the rights of the subordinated claimant.

          (e) Each Noteholder, by accepting an Equipment Note, and each other payee pursuant to the Flow of Funds, by entering into the Operative Agreement to which it is a party, acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such holder’s claim, to acquire and continue to hold such Senior Claim and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim.

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          (f) The Noteholders of the Equipment Notes shall have the right to receive, to the extent necessary to make the required payments with respect to the Equipment Notes at the times set forth herein, (i) the portion of Collections allocable to Noteholders of the Equipment Notes pursuant to this Indenture and (ii) funds on deposit in the Liquidity Reserve Account allocated in accordance with the terms of this Indenture. Each Noteholder, by acceptance of its Equipment Notes, (x) acknowledges and agrees that except as expressly provided herein, the Noteholders shall not have any interest in the Equipment Note Account (to the extent amounts were deposited therein in accordance herewith), and (y) ratifies and confirms the terms of this Indenture and the Operative Agreements executed in connection with such Noteholder’s Equipment Notes. With respect to each Collection Period, Collections on deposit in the Collections Account will be allocated to the Equipment Notes then Outstanding in accordance with the Flow of Funds.

ARTICLE XII

DISCHARGE OF INDENTURE; DEFEASANCE

     Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance.

          (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Equipment Notes (other than Equipment Notes replaced pursuant to Section 2.08 hereof) for cancellation or (ii) all Outstanding Equipment Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice pursuant to Section 3.13(a) hereof and the Issuer irrevocably deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon Redemption of, all Outstanding Equipment Notes, including interest thereon to maturity or the Redemption Date (other than Equipment Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premium, then this Indenture shall, subject to Section 12.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an opinion of counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Indenture have been met.

          (b) Subject to Sections 12.01(c) and 12.02, the Issuer at any time may terminate (i) all its obligations under the Equipment Notes and this Indenture (the “legal defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(e) (only with respect to the Issuer) and 4.01(f) (only with respect to the Issuer)) (the “covenant defeasance” option). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

     If the Issuer exercises its legal defeasance option, payment of any Equipment Notes subject to such legal defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Equipment Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), 4.01(a), 4.01(b), 4.01(e) and 4.01(f).

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     Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

          (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j), Article VI, Sections 8.01, 12.04, 12.05 and 12.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 12.04, 12.05 and 13.07 shall survive.

     Section 12.02 Conditions to Defeasance.

     The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

          (a) The Issuer irrevocably deposits in trust in the Redemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full faith and credit of, the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by the Rating Agencies at such time and shall not have a maturity of longer than three (3) years from the date of defeasance) for the payment of all principal, premium, if any, and interest (i) on the Equipment Notes being defeased, in the case of legal defeasance, or (ii) on all of the Equipment Notes in the case of covenant defeasance, in either case, to maturity or redemption, as the case may be;

          (b) the Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due (i) on the Equipment Notes being defeased, in the case of legal defeasance, or (ii) on all of the Equipment Notes in the case of covenant defeasance, in either case, to maturity or redemption, as the case may be;

          (c) 91 days pass after the deposit described in clause (1) above is made and during the 91-day period no Event of Default specified in Section 4.01(f) or (g) with respect to the Issuer occurs which is continuing at the end of the period;

          (d) the deposit described in clause (a) above does not constitute a default under any other agreement binding on the Issuer;

          (e) the Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended;

          (f) the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax

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on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

          (g) if the related Equipment Notes are then listed on any securities exchange, the Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Equipment Notes to be delisted;

          (h) the Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02;

          (i) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Equipment Notes as contemplated by this Article XII have been complied with; and

          (j) the Issuer shall only defease the Equipment Notes in their entirety, not partially.

     Section 12.03 Application of Trust Money.

     The Indenture Trustee shall hold in trust in the Redemption/Defeasance Account money, U.S. Government Obligations or Corporate Obligations deposited with it pursuant to this Article XII. It shall apply the deposited money and the money from U.S. Government Obligations or Corporate Obligations in accordance with this Indenture to the payment of principal, premium, if any, and interest on the Equipment Notes. Money and securities so held in trust are not subject to Article X hereof.

     Section 12.04 Repayment to the Issuer.

     The Indenture Trustee shall promptly turn over to the Issuer upon request any excess money or securities held by it at any time.

     Subject to any applicable abandoned property law, the Indenture Trustee shall pay to the Issuer upon written request any money held by it for the payment of principal or interest that remains unclaimed for two (2) years and, thereafter, Noteholders entitled to the money must look to the Issuer for payment as general creditors. Such unclaimed funds shall remain uninvested and in no event shall the Indenture Trustee be liable for interest on such unclaimed funds.

     Section 12.05 Indemnity for Government Obligations and Corporate Obligations.

     The Issuer shall pay and shall indemnify the Indenture Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or Corporate Obligations, or the principal and interest received on such U.S. Government Obligations or Corporate Obligations.

     Section 12.06 Reinstatement.

     If the Indenture Trustee is unable to apply any money or U.S. Government Obligations or Corporate Obligations in accordance with this Article XII by reason of any legal proceeding or

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by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Equipment Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article XII until such time as the Indenture Trustee is permitted to apply all such money, U.S. Government Obligations or Corporate Obligations in accordance with this Article XII; provided, however, that, if the Issuer has made any payment of interest on or principal of any Equipment Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Equipment Notes to receive such payment from the money, U.S. Government Obligations or Corporate Obligations held by the Indenture Trustee.

ARTICLE XIII

MISCELLANEOUS

     Section 13.01 Right of Indenture Trustee to Perform.

     If the Issuer for any reason fails to observe or punctually to perform any of its obligations to the Indenture Trustee, whether under this Indenture or any of the other Operative Agreements or otherwise, the Indenture Trustee shall have power (but shall have no obligation), on behalf of or in the name of the Issuer or otherwise, to perform such obligations and to take any steps which the Indenture Trustee may, in its absolute discretion, consider appropriate with a view to remedying, or mitigating the consequences of, such failure by the Issuer; provided that no exercise or failure to exercise this power by the Indenture Trustee shall in any way prejudice the Indenture Trustee’s other rights under this Indenture or any of the other Operative Agreements.

     Section 13.02 Waiver.

     Any waiver by any party of any provision of this Indenture or any right, remedy or option hereunder shall only prevent and estop such party from thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and only as to the specific instance and for the specific purpose for which such waiver was given. The failure or refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon the strict performance of any of the terms or provisions of this Indenture by any party hereto or the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or relinquishment of any such term or provision, but the same shall continue in full force and effect. No failure on the part of the Indenture Trustee to exercise, and no delay on its part in exercising, any right or remedy under this Indenture will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Indenture are cumulative and not exclusive of any rights or remedies provided by law.

     Section 13.03 Severability.

     In the event that any provision of this Indenture or the application thereof to any party hereto or to any circumstance or in any jurisdiction governing this Indenture shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such

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provision shall be deemed inoperative to the extent that it is invalid or unenforceable and the remainder of this Indenture, and the application of any such invalid or unenforceable provision to the parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall the same affect the validity or enforceability of this Indenture. The parties hereto further agree that the holding by any court of competent jurisdiction that any remedy pursued by the Indenture Trustee hereunder is unavailable or unenforceable shall not affect in any way the ability of the Indenture Trustee to pursue any other remedy available to it.

     Section 13.04 Notices.

     All notices, demands, certificates, requests, directions, instructions and communications hereunder (“Notices”) shall be in writing and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an authorized officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

     if to the Issuer, to:

Trinity Rail Leasing VII LLC
2525 Stemmons Freeway
Dallas, TX 75207

     with copies to:

Kaye Scholer LLC
3 First National Plaza, Suite 4100
70 West Madison Street
Chicago, IL 60602
Attention: William Fellerhoff, Esq.
Facsimile: (312) 583-2360

     if to the Administrator, to:

Trinity Industries Leasing Company
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Vice President, Leasing Operations

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     if to the Indenture Trustee, the Note Registrar or the Paying Agent, to:

Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-1605
Facsimile: (302) 636-4140
Telephone: (302) 636-6000
Attention: Corporate Trust Administration Re: Trinity Rail Leasing VII

     if to the Manager, to:

Trinity Industries Leasing Company
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Vice President, Leasing Operations

     if to the Rating Agencies, to:

Standard & Poor’s
55 Water Street
New York, NY 10041
Attn:                     

Moody’s Investors Service, Inc.
ABS Monitoring Department
99 Church Street, 4^th Floor
New York, NY 10007
Facsimile: (212) 298-7139

     Section 13.05 Assignments.

     This Indenture shall be a continuing obligation of the Issuer and shall (i) be binding upon the Issuer and its successors and assigns and (ii) inure to the benefit of and be enforceable by the Indenture Trustee, and by its successors, transferees and assigns. The Issuer may not assign any of its obligations under this Indenture, or delegate any of its duties hereunder.

     Section 13.06 Currency Conversion.

     (a) If any amount is received or recovered by the Administrator, the Manager or the Indenture Trustee in respect of this Indenture or any part thereof (whether as a result of the enforcement of the security created under this Indenture or pursuant to this Indenture or any judgment or order of any court or in the liquidation or dissolution of the Issuer or by way of damages for any breach of any obligation to make any payment under or in respect of the Issuer’s obligations hereunder or any part thereof or otherwise) in a currency (the “Received Currency”) other than the currency in which such amount was expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency actually received or recovered by the Indenture Trustee shall, to the fullest extent permitted by Applicable Law, only constitute

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a discharge to the Issuer to the extent of the amount of the Agreed Currency which the Administrator, the Manager or the Indenture Trustee was or would have been able in accordance with its normal procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so practicable), and, if the amount of the Agreed Currency which the Administrator, the Manager or the Indenture Trustee is or would have been so able to purchase is less than the amount of the Agreed Currency which was originally payable by the Issuer, the Issuer shall pay to the Administrator, the Manager or the Indenture Trustee such amount as the Administrator, Manager or the Indenture Trustee shall determine to be necessary to indemnify such Person against any Loss sustained by it as a result (including the cost of making any such purchase and any premiums, commissions or other charges paid or incurred in connection therewith) and so that such indemnity, to the fullest extent permitted by Applicable Law, (i) shall constitute a separate and independent obligation of the Issuer distinct from its obligation to discharge the amount which was originally payable by the Issuer and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted by the Administrator, the Manager or the Indenture Trustee and continue in full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable by the Issuer or any judgment or order and no proof or evidence of any actual loss shall be required.

          (b) For the purpose of or pending the discharge of any of the moneys and liabilities hereby secured the Administrator and the Manager may convert any moneys received, recovered or realized by the Administrator or the Manager, as the case may be, under this Indenture (including the proceeds of any previous conversion under this Section 13.06) from their existing currency of denomination into the currency of denomination (if different) of such moneys and liabilities and any conversion from one currency to another for the purposes of any of the foregoing shall be made at the Indenture Trustee’s then prevailing spot selling rate at its office by which such conversion is made. If not otherwise required to be applied in the Received Currency, the Administrator or the Manager, as the case may be, acting on behalf of the Security Trustee, shall promptly convert any moneys in such Received Currency other than Dollars into Dollars. Each previous reference in this section to a currency extends to funds of that currency and funds of one currency may be converted into different funds of the same currency.

     Section 13.07 Application to Court.

     The Indenture Trustee may at any time after the service of a Default Notice apply to any court of competent jurisdiction for an order that the terms of this Indenture be carried into execution under the direction of such court and for the appointment of a receiver of the Collateral or any part thereof and for any other order in relation to the administration of this Indenture as the Requisite Majority shall deem fit and it may assent to or approve any application to any court of competent jurisdiction made at the instigation of any of the Noteholders and shall be indemnified by the Issuer against all costs, charges and expenses incurred by it in relation to any such application or proceedings.

     Section 13.08 Governing Law.

     THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,

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INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

     Section 13.09 Jurisdiction.

          (a) Each of the parties hereto agrees that the United States federal and New York State courts located in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to the United States federal or New York State courts located in The City of New York being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the parties hereto agrees that the process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding in The City of New York to the Person named as the process agent of such party in Schedule 5 at the address set out therein or at the principal New York City office of such process agent, if not the same.

          (b) The submission to the jurisdiction of the courts referred to in Section 13.09(a) shall not (and shall not be construed so as to) limit the right of the Indenture Trustee to take proceedings against the Issuer in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

          (c) Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Indenture to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

     Section 13.10 Counterparts.

     This Indenture may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

     Section 13.11 Table of Contents, Headings, Etc.

     The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

TRINITY RAIL LEASING VII LLC,
By:	TRINITY INDUSTRIES LEASING
	COMPANY, as sole member and manager

By:	/s/ James E. Perry
	Name:	James E. Perry
	Title:	Vice President, Treasurer and Assistant Secretary
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee (and as securities intermediary as described herein)
By:	/s/ Jose L. Paredes
	Name:
	Title:

Signature Page to Indenture

EX-10.20.1

Exhibit 10.20.1

PURCHASE AND CONTRIBUTION AGREEMENT

by and among

TRINITY RAIL LEASING WAREHOUSE TRUST,

TRINITY INDUSTRIES LEASING COMPANY

and

TRINITY RAIL LEASING VII LLC

Dated as of November 5, 2009

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.1    General		1
SECTION 1.2     Specific Terms		2
ARTICLE II CONVEYANCE OF THE RAILCARS AND LEASES		4
SECTION 2.1    Conveyance of the Railcars and Leases		4
ARTICLE III CONDITIONS OF CONVEYANCE		6
SECTION 3.1     Conditions Precedent to Conveyance		6
SECTION 3.2     Conditions Precedent to All Conveyances		7
ARTICLE IV REPRESENTATIONS AND WARRANTIES		8
SECTION 4.1     Representations and Warranties of TRLWT Seller—General		8
SECTION 4.2     Representations and Warranties of TILC Seller—General		9
SECTION 4.3     Representations and Warranties of Seller—Assets		11
SECTION 4.4     Representations and Warranties of the Purchaser		13
SECTION 4.5     Indemnification		15
SECTION 4.6     Special Indemnification by TILC regarding Exercise of Setoff by Customers		16
ARTICLE V COVENANTS OF SELLER		17
SECTION 5.1     Protection of Title of the Purchaser		17
SECTION 5.2     Other Liens or Interests		18
ARTICLE VI MISCELLANEOUS		18
SECTION 6.1     Amendment		18
SECTION 6.2     Notices		18
SECTION 6.3    Merger and Integration		19
SECTION 6.4     Severability of Provisions		19
SECTION 6.5     Governing Law		19
SECTION 6.6     Counterparts		19
SECTION 6.7     Binding Effect; Assignability		19
SECTION 6.8     Third Party Beneficiaries		20
SECTION 6.9     Term		20

	Page
EXHIBIT A            FORM OF BILL OF SALE	Exh. A
EXHIBIT B            FORM OF ASSIGNMENT AND ASSUMPTION	Exh. B
EXHIBIT C            DELIVERY SCHEDULE ON THE CLOSING DATE	Exh. C

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PURCHASE AND CONTRIBUTION AGREEMENT

          THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of November 5, 2009 (this “Agreement”) by and among Trinity Rail Leasing Warehouse Trust, a Delaware statutory trust, (“TRLWT” or the “TRLWT Seller”), Trinity Industries Leasing Company, a Delaware corporation (“TILC” or the “TILC Seller”; TRLWT and TILC are sometimes hereinafter collectively referred to as the “Sellers” or individually as a “Seller”) and Trinity Rail Leasing VII LLC, a Delaware limited liability company (the “Purchaser”).

W I T N E S S E T H:

          WHEREAS, the Purchaser has agreed to purchase from TRLWT from time to time, and TRLWT has agreed to Sell (as hereinafter defined) to the Purchaser from time to time, certain of its Railcars, related Leases and Related Assets (each as hereinafter defined) related thereto on the terms set forth herein.

          WHEREAS, during the period prior to their sale hereunder, TILC has acted as manager and servicing agent for TRLWT, pursuant to the TRLWT Management Agreement (as hereinafter defined), with respect to the Railcars, related Leases and Related Assets that TRLWT may Sell from time to time hereunder (TILC in such capacity, the “TRLWT Manager”).

          WHEREAS, TILC may also wish from time to time, in its individual capacity, to conduct a Sale/Contribution (as hereinafter defined) of certain of its Railcars, related Leases and Related Assets and the Purchaser may wish to purchase from and accept such contribution to the capital of the Purchaser on the terms set forth herein.

          NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Purchaser and each Seller, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.1 General. The specific terms defined in this Article include the plural as well as the singular. Words herein importing a gender include the other gender. References herein to “writing” include printing, typing, lithography, and other means of reproducing words in visible form. References to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms. References herein to Persons include their successors and assigns permitted hereunder or under the Indenture (as defined herein). The terms “include” or “including” mean “include without limitation” or “including without limitation”. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms used herein, including in the

Recitals, but not defined herein shall have the respective meanings assigned to such terms in the Indenture (as defined herein).

          SECTION 1.2 Specific Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

          “Appraised Value” means the appraised value of a Railcar as set forth in the Appraisal thereof.

          “Assignment and Assumption” means an Assignment and Assumption executed by the applicable Seller, with countersignature block set forth thereon for execution by the Purchaser, substantially in the form of Exhibit B attached hereto.

          “Bill of Sale” means a Bill of Sale executed by the applicable Seller substantially in the form of Exhibit A attached hereto.

          “Contribution” has the meaning set forth in Section 2.1(a).

          “Convey” means to Sell and/or conduct a Sale/Contribution of Railcars, related Leases and Related Assets hereunder.

          “Conveyance” means, collectively, a Sale and/or Sale/Contribution of Railcars, related Leases and Related Assets by a Seller to the Purchaser.

          “Delivery Schedule” means a schedule, substantially in the form of the initial schedule delivered on the Closing Date and attached as Exhibit C hereto, in each case duly executed and delivered by a Seller to the Purchaser on a Delivery Date, which shall identify the Railcars to be Conveyed on such Delivery Date and identify each Lease relating to any such Railcar.

          “Excluded Amounts” has the meaning set forth in Section 4.5(a).

          “Indemnified Person” has the meaning set forth in Section 4.5(a).

          “Indenture” means the Indenture between the Issuer and the Indenture Trustee dated as of the date hereof.

          “Purchase Price” means, with respect to any Railcars, related Leases and Related Assets conveyed to Purchaser from time to time pursuant hereto, an amount equal to the aggregate Appraised Value of the Railcars so Conveyed.

          “Purchaser” has the meaning specified in the Preamble.

          “Related Assets” means, with respect to any Railcar or Lease that is Conveyed hereunder on any Delivery Date, all of the applicable Seller’s right, title and interest in and to the following (as applicable):

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          (a) with respect to such Railcar, (i) all licenses, manufacturer’s warranties and other warranties, Supporting Obligations, Payment Intangibles, Chattel Paper, General Intangibles and all other rights and obligations related to such Railcar, (ii) all Railroad Mileage Credits allocable to such Railcar and any payments in respect of such credits accruing on or after the applicable Delivery Date, (iii) all tort claims or any other claims of any kind or nature related to such Railcar and any payments in respect of such claims, (iv) all Marks attaching to such Railcar (including as evidenced by any SUBI Certificate issued by the Marks Company) and (v) all other payments owing by any Person (including any railroads or similar entities) in respect of or attributable to such Railcar or the use, loss, damage, casualty, condemnation of such Railcar or the Marks associated therewith, in each case whether arising by contract, operation of law, course of dealing, industry practice or otherwise; and

          (b) with respect to such Lease, all Supporting Obligations, Payment Intangibles, Chattel Paper, General Intangibles and all other rights and obligations related to any such Lease, including, without limitation, (i) all rights, powers, privileges, options and other benefits of the applicable Seller to receive moneys and other property due and to become due under or pursuant to such Lease, including, without limitation, all rights, powers, privileges, options and other benefits to receive and collect rental payments, income, revenues, profits and other amounts, payments, tenders or security (including any cash collateral) from any other party thereto, (ii) all rights, powers, privileges, options and other benefits of the applicable Seller to receive proceeds of any casualty insurance, condemnation award, indemnity, warranty or guaranty with respect to such Lease, (iii) all claims for damages arising out of or for breach of or default under such Lease and (iv) the rights, powers, privileges, options and other benefits of the applicable Seller to perform under such Lease, to compel performance and otherwise exercise all remedies thereunder and to terminate any such Lease.

          “Sale” means, with respect to any Person, the sale, transfer, assignment or other conveyance, of the assets or property in question by such Person, and “Sell” means that such Person sells, transfers, assigns or otherwise conveys the assets or property in question.

          “Sale/Contribution” has the meaning specified in Section 2.1(a).

          “TRLWT Manager” has the meaning specified in the Recitals.

          “TRLWT Management Agreement” means the Second Amendment and Restatement, dated as of May 29, 2009, of the Operating, Maintenance, Servicing and Remarketing Agreement dated as of June 27, 2002 between TRLWT and TILC, as manager thereunder.

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ARTICLE II

CONVEYANCE OF THE RAILCARS AND LEASES

          SECTION 2.1 Conveyance of the Railcars and Leases.

          (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement,

     (i) TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Bill of Sale and Assignment and Assumption), all right, title and interest of TRLWT Seller in and to certain Railcars, related Leases and Related Assets as identified from time to time on a Delivery Schedule delivered by TRLWT Seller in accordance with this Agreement, and

     (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Bill of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to certain Railcars, related Leases and Related Assets as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with this Agreement, provided, that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital (through the Purchaser’s sole member, which is 100% directly owned by TILC Seller) to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”),

          (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of each such Seller in and to such Railcars, related Leases and Related Assets. Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by such Seller.

          (c) The Sales of Railcars, related Leases and Related Assets by TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by TILC Seller to the Purchaser pursuant to this Agreement are intended to be absolute assignments (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Bill of Sale and Assignment and Assumption, without recourse.

          (d) It is the intention of each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of

4

the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against such Seller under any bankruptcy or similar law. Neither any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by such Seller to the Purchaser to secure a debt or other obligation of such Seller (except in the limited circumstance contemplated in subsection (e) immediately below).

          (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and such Seller does hereby grant to the Purchaser, a security interest in all of such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law.

          (f) The Sellers shall on the Closing Date, and either or both the TRLWT Seller and/or the TILC Seller shall, as the case may be, on any other Delivery Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by such Seller to the Purchaser on such date.

          (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid

     (i) in the case of TRLWT Seller, by means of the Purchaser’s immediate cash payment in the full amount of the Purchase Price to TRLWT Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which TRLWT Seller has delivered a Delivery Schedule, and

     (ii) in the case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which TILC Seller has delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to be reflected by means of proper accounting entries being entered upon the accounts and records of TILC Seller and Purchaser,

with such wire transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date.

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          (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets.

          (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement.

          (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by such Seller and any Chattel Paper representing or evidencing, the Leases being Conveyed on such Delivery Date.

ARTICLE III

CONDITIONS OF CONVEYANCE

          SECTION 3.1 Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser and the Requisite Majority:

     (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement;

     (ii) a related Bill of Sale;

     (iii) a related Assignment and Assumption;

     (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 30 days prior to the applicable Delivery Date;

     (v) copies of proper UCC financing statements, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor/Seller” and Purchaser as “Secured Party/Purchaser”, or applicable filings with the STB or with the Registrar General of Canada, other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets;

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     (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Leases and Related Assets;

     (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and

     (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement or otherwise required for the issuance of the Equipment Notes.

          SECTION 3.2 Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that:

     (a) The following statements shall be true:

     (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and

     (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party.

          (b) Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date.

          (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request.

          (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership

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interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

          SECTION 4.1 Representations and Warranties of TRLWT Seller—General. TRLWT Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, related Leases and Related Assets Conveyed by it hereunder. Such representations are made as of the Closing Date, as of each other Delivery Date and at such other times specified below.

          (a) TRLWT is a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to carry on its business as now conducted or to execute, deliver and perform its obligations under the TRLWT Agreements, has the power and authority to carry on its business as now conducted, and has the requisite power and authority to execute, deliver and perform its obligations under the TRLWT Agreements.

          (b) The TRLWT Agreements have been duly authorized by all necessary entity action, executed and delivered by TRLWT, and (assuming the due authorization, execution and delivery by each other party thereto) constitute the legal, valid and binding obligations of TRLWT, enforceable against TRLWT in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.

          (c) The execution, delivery and performance by TRLWT of each TRLWT Agreement and compliance by TRLWT with all of the provisions thereof do not and will not contravene (i) any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on TRLWT or any of its properties, or (ii) the provisions of, or constitute a default by TRLWT under, its certificate of trust or trust agreement or (iii) any indenture, mortgage, contract or other agreement or instrument to which TRLWT is a party or by which TRLWT or any of its properties may be bound or affected.

          (d) There are no proceedings pending or, to the knowledge of TRLWT, threatened against TRLWT in any court or before any governmental authority or arbitration board or tribunal.

          (e) TRLWT is not (x) in violation of any term of any charter instrument or operating agreement or (y) in violation or breach of on in default under any other agreement or instrument to which it is a party or by which it may be bound except, in the case of clause (y), where such violation would not reasonably be expected to materially adversely affect TRLWT’s ability to perform its obligations under the TRLWT Agreements or materially adversely affect its financial condition or business. TRLWT is in compliance with all laws, ordinances,

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governmental rules and regulations to which it is subject, the failure to comply with which would have a material and adverse effect on its operations or condition, financial or otherwise, or would impair the ability of TRLWT to perform its obligations under the TRLWT Agreements, and has obtained all licenses, permits, franchises and other governmental authorizations material to the conduct of its business.

          (f) No consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any trustee or any holder of indebtedness of TRLWT or any governmental authority on the part of TRLWT is required (x) in connection with the execution and delivery by TRLWT of the TRLWT Agreements, or (y) to be obtained in order for TRLWT to perform its obligations thereunder in accordance with the terms thereof, other than in the case of clause (y) those which are routine in nature and are not normally applied for prior to the time they are required, and which TRLWT has no reason to believe will not be timely obtained.

          (g) The location of TRLWT (within the meaning of Article 9 of the UCC) is in the State of Delaware. TRLWT has not been known by any name other than Trinity Rail Leasing Warehouse Trust and Trinity Rail Leasing Trust II, and is not known by any trade names.

          (h) TRLWT is solvent and will not become insolvent after giving effect to any Conveyance contemplated by this Agreement; after giving effect to each Conveyance contemplated by this Agreement, TRLWT will have an adequate amount of capital to conduct its business in the foreseeable future; and TRLWT does not intend to incur, nor believe that it has incurred, debts beyond its ability to pay as they mature.

          (i) TRLWT will treat the transactions effected by this Agreement as sales of assets to the Purchaser in accordance with GAAP. TRLWT’s financial records shall reflect that the Railcars and Leases Conveyed hereunder have been Conveyed to the Purchaser, are no longer owned by TRLWT and are not intended to be available to the creditors of TRLWT.

          SECTION 4.2 Representations and Warranties of TILC Seller—General. TILC Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, related Leases and Related Assets Conveyed by it hereunder. Such representations are made as of the Closing Date, as of each other Delivery Date and at such other times specified below.

          (a) TILC is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its ability to carry on its business as now conducted or as contemplated to be conducted or to execute, deliver and perform its obligations under the TILC Agreements, has the power and authority to carry on its business as now conducted and as contemplated to be conducted, and has the requisite power and authority to execute, deliver and perform its obligations under the TILC Agreements.

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          (b) The TILC Agreements have been duly authorized by all necessary corporate action, executed and delivered by TILC, and (assuming the due authorization, execution and delivery by each other party thereto) constitute the legal, valid and binding obligations of TILC, enforceable against TILC in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.

          (c) The execution, delivery and performance by TILC of each TILC Agreement and compliance by TILC with all of the provisions thereof do not and will not contravene or, in the case of clause (iii), constitute (alone or with notice, or lapse of time or both) a default under or result in any breach of, or result in the creation or imposition of any Encumbrance upon any property of TILC pursuant to, (i) any law or regulation, or any order, judgment, decree, determination or award of any court or governmental authority or agency applicable to or binding on TILC or any of its properties, or (ii) the provisions of its certificate of incorporation or bylaws or (iii) any indenture, mortgage, contract or other agreement or instrument to which TILC is a party or by which TILC or any of its properties may be bound or affected except, with respect to clause (iii), where such contravention, default or breach would not reasonably be expected to materially adversely affect TILC’s ability to perform its obligations under the TILC Agreements or materially adversely affect its financial condition or business;

          (d) There are no proceedings pending or, to the knowledge of TILC, threatened against TILC in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would reasonably be expected to materially adversely affect TILC’s ability to perform its obligations under the TILC Agreements or materially adversely affect its financial condition or business.

          (e) TILC is not (x) in violation of any term of any charter instrument or bylaw or (y) in violation or breach of or in default under any other agreement or instrument to which it is a party or by which it or any of its property may be bound except in the case of clause (y) where such violation, breach or default would not reasonably be expected to materially adversely affect TILC’s ability to perform its obligations under the TILC Agreements or materially adversely affect its financial condition or business. TILC is in compliance with all laws, ordinances, governmental rules, regulations, orders, judgments, decrees, determinations and awards to which it is subject, the failure to comply with which would reasonably be expected to have a material and adverse effect on its operations or condition, financial or otherwise, or would impair the ability of TILC to perform its obligations under the TILC Agreements, and has obtained all required licenses, permits, franchises and other governmental authorizations material to the conduct of its business.

          (f) No consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any trustee or any holder of indebtedness of TILC or any governmental authority on the part of TILC is required in the United States in connection with the execution and delivery by TILC of the TILC Agreements, or is required to be obtained in order for TILC to perform its obligations thereunder in accordance with the terms thereof, other than (i) as may be required under existing laws, ordinances, governmental rules and regulations to be obtained, given, accomplished or renewed at any time after the Closing Date or

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other applicable Delivery Date in connection with the performance of its obligations under the TILC Agreements and which are routine in nature and are not normally applied for prior to the time they are required, and which TILC has no reason to believe will not be timely obtained, and (ii) as may have been previously obtained in accordance with clause (i) immediately above.

          (g) The location of TILC (within the meaning of Article 9 of the UCC) is in the State of Delaware. TILC has not been known by any name other than Trinity Industries Leasing Company, and is not known by any trade names.

          (h) TILC is solvent and will not become insolvent after giving effect to any Conveyance contemplated by this Agreement, and after giving effect to any Conveyances contemplated by this Agreement, TILC will have an adequate amount of capital to conduct its business in the foreseeable future, and TILC does not intend to incur, nor believe that it has incurred, debts beyond its ability to pay as they mature.

          (i) TILC will treat the transactions effected by this Agreement as sales of assets to, and/or contributions of assets to the capital of, the Purchaser in accordance with GAAP. TILC’s financial records shall reflect that the Railcars and Leases Conveyed hereunder have been Conveyed to the Purchaser, are no longer owned by TILC and are not intended to be available to the creditors of TILC.

          SECTION 4.3 Representations and Warranties of Seller—Assets. The following representations and warranties are made (i) with respect to each Delivery Date on which TRLWT is to Convey assets to the Purchaser, by TILC, in its capacity as TRLWT Manager, with respect to each representation expressed as a representation of TRLWT as “Seller”, and (ii) with respect to each Delivery Date on which TILC is to Convey assets to the Purchaser, by TILC for its own account, and in each case are made for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party as of the date of any Delivery Schedule delivered by the applicable Seller to the Purchaser and solely with respect to the Railcars and Leases that are referred to in such Delivery Schedule and the Related Assets in respect of such Railcars and Leases.

          (a) To the best knowledge of Seller, no casualty event or other event that may constitute a Total Loss or makes repair of the applicable Railcar uneconomic or renders such Railcar unfit for commercial use or constitutes theft or disappearance of the applicable Railcar has occurred with respect to a Railcar being Conveyed.

          (b) (i) The Seller has, and the Bill of Sale to be delivered on the Delivery Date shall convey to the Purchaser, all legal and beneficial title to the Railcars (and Related Assets in respect of such Railcars) that are being Conveyed, free and clear of all Encumbrances (other than Permitted Encumbrances of the type described in clauses (ii), (iii), (iv), (v) and (viii) of the definition thereof), and such conveyance constitutes a valid and absolute transfer (each such contribution or sale, as the case may be, constituting a “true sale” for bankruptcy law purposes) of all right, title and interest of the Seller in, to an under the Railcars (and Related Assets in respect of such Railcars) being Conveyed and will not be void or voidable under any applicable law; (ii) the Seller has, and the Assignment and Assumption to be delivered on the Delivery Date shall assign to the Purchaser, all legal and beneficial title to the Leases (and Related Assets in

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respect of such Leases) that are being Conveyed, free and clear of all Encumbrances (other than Permitted Encumbrances of the type described in clauses (ii), (iii), (iv), (v) and (viii) of the definition thereof), and such assignment constitutes a valid and absolute transfer (each such contribution or sale, as the case may be, constituting a “true sale” for bankruptcy law purposes) of all right, title and interest of the Seller in, to an under the Leases (and Related Assets in respect of such Leases) being Conveyed and will not be void or voidable under any applicable law; (iii) the Railcars being Conveyed on a Delivery Date are subject to Leases to the extent required under the Indenture in respect of such Conveyance, and (iv) all Leases relating to such Railcars are on rental and other terms that are no different, taken as a whole, from those for similar Railcars in the rest of the TILC Fleet.

          (c) All sales, use or transfer taxes, if any, due and payable upon the Conveyance of the Railcars, related Leases and Related Assets being Conveyed on the applicable Delivery Date will have been paid or such transactions will then be exempt from any such taxes and the Seller (or TRLWT Manager, in the case of TRLWT Seller) will cause any required forms or reports in connection with such taxes to be filed in accordance with applicable laws and regulations.

          (d) The Railcars being Conveyed are substantially similar, in terms of objectively identifiable characteristics that are relevant for purposes of the services to be performed by TILC under the Management Agreement, to the equipment in the TILC Fleet.

          (e) In selecting the Railcars to be sold to the Purchaser, the Seller has not discriminated against the Purchaser in a negative fashion when such Railcars are compared with the other railcars in the TILC Fleet.

          (f) The Seller is not in default of its obligations as “lessor” (or other comparable capacity) under any Lease, and, to the best of the Seller’s knowledge, there are (i) no defaults existing as of the date of Conveyance by any Lessee under any Lease, except such defaults that are not payment defaults (except to a de minimus extent (but giving effect to any applicable grace periods)) and are not material defaults under the applicable Lease, and (ii) no claims or liabilities arising as a result of the operation or use of any Railcar prior to the date hereof, as to which the Purchaser would be or become liable, except for ongoing maintenance and other obligations of the “lessor” provided for under full-service Leases, which obligations are required to be performed by the Manager pursuant to the Management Agreement.

          (g) None of the Railcars being Conveyed are subject to a purchase option under the terms of the related Lease except as described in the related Delivery Schedule, and each such purchase option is a Permitted Purchase Option.

          (h) All written information provided by the Seller or any Affiliate of the Seller to the Appraiser with respect to the Railcars and Leases being Conveyed is true and correct in all material respects. All written information provided by the Seller or any Affiliate of the Seller to Deloitte & Touche LLP with respect to the Leases is true and correct in all material respects and accurately reflects the terms of the Leases. To the extent the written information referred to in this clause (h) was provided to the Appraiser and Deloitte & Touche LLP, in each case for their use in connection with their services rendered in connection with Conveyances contemplated

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hereby, such entities have been provided with the same written information (or relevant portions thereof).

          (i) None of the Leases contain any renewal or extension options except for such options that are described in the Delivery Schedule.

          (j) All information provided in the applicable Delivery Schedule, including each schedule thereto, is true and correct on and as of the Delivery Date, including without limitation, all information provided therein with respect to each Railcar purported to be covered thereby and all information provided therein with respect to each Lease relating to any such Railcar. All other information concerning the Railcars, related Leases and Related Assets covered by the applicable Delivery Schedule that was provided to the Issuer or the Indenture Trustee prior to the related Delivery Date was true and correct in all material respects as of the date it was so provided.

          (k) No Default, Event of Default or Manager Termination Event has occurred and is continuing on the Delivery Date, and no event that, with the giving of notice, the passage of time or both, would constitute a Manager Termination Event has occurred and is continuing on the Delivery Date.

          SECTION 4.4 Representations and Warranties of the Purchaser. The Purchaser makes the following representations and warranties for the benefit of each Seller, on which Seller relies in Conveying Railcars, related Leases and Related Assets to the Purchaser hereunder. Such representations are made as of the Closing Date and each other applicable Delivery Date.

          (a) Organization and Good Standing. The Purchaser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the Railcars and Leases Conveyed hereunder.

          (b) Due Qualification. The Purchaser is duly qualified (except where the failure to be so qualified would not have a Material Adverse Effect) to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses (except to the extent that such failure to obtain such licenses is inconsequential) and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, licenses and/or approvals.

          (c) Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Railcars and Leases Conveyed hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary action.

          (d) No Consent Required. The Purchaser is not required to obtain the consent of any other Person, or any consent, license (except to the extent that such failure to obtain such

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licenses is inconsequential), approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the Transaction Documents to which it is a party, except for such as have been obtained, effected or made.

          (e) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity.

          (f) No Violation. The execution, delivery and performance by the Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the Transaction Documents to which it is a party and the fulfillment of the terms of this Agreement and the Transaction Documents to which it is a party do not and will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the organizational documents of the Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which the Purchaser is a party or by which the Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than liens created hereunder or under the Indenture), or violate any law or any order, rule or regulation, applicable to the Purchaser or its properties, of any federal or state regulatory body, any court, administrative agency, or other governmental instrumentality having jurisdiction over the Purchaser or any of its properties.

          (g) No Proceedings. There are no proceedings or investigations pending, or, to the Purchaser’s knowledge, threatened against the Purchaser before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the Transaction Documents, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents, (iii) seeking any determination or ruling that could have an adverse effect on the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the Transaction Documents, (iv) that may have an adverse effect on the federal or state income tax attributes of, or seek to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Railcars and Leases Conveyed hereunder or (v) that could have an adverse effect on the Railcars and Leases Conveyed to the Purchaser hereunder.

          (h) Consideration. The Purchaser has given fair consideration and reasonably equivalent value in exchange for the Conveyance of the Railcars, related Leases and Related Assets being Conveyed hereunder.

In the event of any breach of a representation and warranty made by the Purchaser hereunder, each Seller covenants and agrees that such Seller will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed

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since all Outstanding Obligations under all other Operative Agreements have been paid in full. Each Seller and the Purchaser agree that damages will not be an adequate remedy for a breach of this covenant and that this covenant may be specifically enforced by the Purchaser or any third party beneficiary described in Section 6.10.

          SECTION 4.5 Indemnification.

          (a) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, shall defend, indemnify and hold harmless the Purchaser, the Manager, the Indenture Trustee, each Noteholder, each of their respective Affiliates and each of respective directors, officers, employees, successors and permitted assigns, agents and servants of the foregoing (each an “Indemnified Person”) from and against any and all costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), that may be imposed upon, incurred by, suffered by or asserted against any Indemnified Person arising out of or resulting from any breach of Seller’s representations and warranties and covenants contained herein, except (A) those resulting solely from any gross negligence, bad faith or willful misconduct of the particular Indemnified Person claiming indemnification hereunder, (B) those in respect of taxes that are otherwise addressed by the provisions of (and subject to the limitations of) subsection (c) of this Section 4.5 below, or (C) to the extent that providing such indemnity would constitute recourse for losses due to the uncollectibility of sale proceeds (or any particular amount of sale proceeds) in respect of a Railcar due to a diminution in market value of such Railcar, or of Lease or other third party payments due to the insolvency, bankruptcy or financial inability to pay of the related Lessee or other third party (the “Excluded Amounts”).

          (b) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, will defend and indemnify and hold harmless each Indemnified Person against any and all costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), that may be imposed upon, incurred by, suffered by or asserted against such Indemnified Person, other than Excluded Amounts, arising out of or resulting from any action taken by Seller, other than in accordance with this Agreement or the Indenture or other applicable Operative Agreement, in respect of any portion of the Railcars, related Leases and Related Assets that are Conveyed hereunder.

          (c) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, agrees to pay, and shall defend, indemnify and hold harmless each Indemnified Person from and against, any taxes (other than taxes based upon the income of an Indemnified Person and taxes that would constitute Excluded Amounts) that may at any time be asserted against any Indemnified Person with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes and costs and expenses in defending against the same, arising by reason of the acts to be performed by Seller under this Agreement and imposed against such Person. Without limiting the foregoing, in the event that the Purchaser, the Manager or the Indenture Trustee receives actual notice of any transfer taxes arising out of the Conveyance of any Railcar or Lease from Seller to the Purchaser under this Agreement, on written demand by such party, or upon Seller otherwise being given notice thereof, TILC Seller, or TRLWT Manager on behalf of

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TRLWT Seller, shall pay, and otherwise indemnify and hold harmless the applicable Indemnified Person, the Manager and the Indenture Trustee harmless, on an After-Tax Basis, from and against any and all such transfer taxes (it being understood that none of the Purchaser, the Manager, the Indenture Trustee or any other Indemnified Person shall have any contractual obligation to pay such transfer taxes).

          (d) TILC Seller, or TILC, as “Manager” under the TRLWT Management Agreement on behalf of TRLWT Seller, shall defend, indemnify, and hold harmless each Indemnified Person from and against any and all costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), to the extent that any of the foregoing may be imposed upon, incurred by, suffered by or asserted against such Indemnified Person due to the negligence, willful misfeasance, or bad faith of Seller in the performance of its duties under this Agreement or by reason of reckless disregard of Seller’s obligations and duties under this Agreement.

          (e) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, shall indemnify, defend and hold harmless each Indemnified Person from and against any costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), that may be imposed upon, incurred by, suffered by or asserted against such Indemnified Person, other than Excluded Amounts, as a result of the failure of any Railcar or Lease Conveyed hereunder to comply with all requirements of applicable law as of the Closing Date or other applicable Delivery Date.

          Indemnification under this Section 4.5 shall include reasonable fees and expenses of counsel and expenses of litigation. The indemnity obligations hereunder shall be in addition to any obligation that any Seller may otherwise have under applicable law or any other Operative Agreement.

          SECTION 4.6 Special Indemnification by TILC regarding Exercise of Setoff by Customers. TILC hereby agrees, for the benefit of the Indenture Trustee, the Noteholders and each other Secured Party, that it will, within 45 days after the date on which it has knowledge that any Lessee shall have reduced any payments made by such Lessee under any Lease in the Portfolio as a result of or in connection with any setoff exercised by such Lessee (regardless of whether such Lessee actually has any contractual, statutory or other right to exercise such setoff) with respect to amounts owed or presumed owed to such Lessee pursuant to railcar leases that are not in the Portfolio, and provided that the applicable Lessee shall not have made payments aggregating the full amount payable by such Lessee under the applicable Lease prior to the end of such 30-day period, deposit into the Collections Account an amount, in immediately available funds, equal to the amount of such reduction.

          Indemnification under this Section 4.6 shall include reasonable fees and expenses of counsel and expenses of litigation. The indemnity obligations hereunder shall be in addition to any obligation that TILC may otherwise have under applicable law or any other Operative Agreement.

16

ARTICLE V

COVENANTS OF SELLER

          SECTION 5.1 Protection of Title of the Purchaser.

          (a) On or prior to the date hereof, Seller shall have filed or caused to be filed financing statements, STB or Registrar General of Canada filings (each in form proper for filing in the applicable jurisdiction) naming the Purchaser as purchaser or secured party, naming the Indenture Trustee as assignee and describing the Railcars, related Leases and Related Assets Conveyed by it to the Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as the Purchaser or the Indenture Trustee shall have required. Without limiting the foregoing, Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the interest of the Purchaser under this Agreement, and the security interest of the Indenture Trustee under the Indenture, in the Railcars, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. Seller shall deliver (or cause to be delivered) to the Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as following such filing in accordance herewith. In the event that Seller fails to perform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at the expense of Seller, and Seller hereby authorizes the Purchaser or the Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perform such obligations in Seller’s or in its own name, as applicable, and on behalf of Seller, as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any assignee thereof.

          (b) On or prior to Closing Date and any other applicable Delivery Date hereunder, Seller shall take all steps necessary under all applicable law in order to transfer and assign to the Purchaser the Railcars and Leases being Conveyed on such date to the Purchaser so that, upon the Conveyance of such Railcar or Lease from Seller to the Purchaser pursuant to the terms hereof on the applicable Delivery Date, the Purchaser will have acquired good and marketable title to and a valid and perfected ownership interest in such Railcars and Leases, free and clear of any Encumbrance (other than Permitted Encumbrances). On or prior to the applicable Delivery Date hereunder, Seller shall take all steps required under applicable law in order for the Purchaser to grant to the Indenture Trustee a first priority perfected security interest in the Railcars and Leases being Conveyed to the Purchaser on such Delivery Date and, from time to time thereafter, Seller shall take all such actions as may be required by applicable law (or deemed desirable by the Purchaser) to fully preserve, maintain and protect the Purchaser’s ownership interest in, and the Indenture Trustee’s first priority perfected security interest in the Railcars and Leases which have been Conveyed to the Purchaser hereunder.

          (c) Seller shall not change its name, identity, jurisdiction of organization or corporate structure in any manner that would or could make any financing statement or continuation statement filed by Purchaser in accordance with this Agreement seriously

17

misleading within the meaning of § 9-506 of the UCC (or any similar provision of the UCC), unless Seller shall have given the Purchaser, the Manager and the Indenture Trustee at least 30 days’ prior written notice thereof, and shall promptly file and hereby authorize the Purchaser or the Indenture Trustee to file appropriate new financing statements or amendments to all previously filed financing statements and continuation statements.

          (d) Seller shall give the Purchaser, the Manager and the Indenture Trustee at least 30 days’ prior written notice of any relocation of its jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. Seller shall at all times maintain its jurisdiction of organization, each office from which it manages or purchases Railcars and Leases and its principal executive office within the United States of America.

          SECTION 5.2 Other Liens or Interests. Except for the Conveyances hereunder, Seller will not sell, pledge, assign, transfer or otherwise convey to any other Person, or grant, create, incur, assume or suffer to exist any Encumbrance on the Railcars and Leases Conveyed hereunder or any interest therein (other than Permitted Encumbrances), and TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, shall defend the right, title, and interest of the Purchaser and the Indenture Trustee in and to such Railcars and Leases against all Encumbrances or claims of Encumbrances of third parties claiming through or under Seller. To the extent that any Railcar or Lease shall at any time secure any debt of the related Lessee to Seller or any of its affiliates, Seller agrees that any security interest in its favor arising from such a provision shall be subordinate to the interest of the Purchaser (and its further assignees) in such Railcars and Leases.

ARTICLE VI

MISCELLANEOUS

          SECTION 6.1 Amendment. This Agreement may be amended by the Sellers and the Purchaser only with the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Majority).

          SECTION 6.2 Notices. All demands, notices and communications to Seller or the Purchaser hereunder shall be in writing, personally delivered, or sent by telecopier (subsequently confirmed in writing), reputable overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been given upon receipt (a) in the case of TRLWT Seller at the following address: c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration Re: Trinity Rail Leasing VII, Facsimile No.: (302) 636-4140, with a copy to Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217or such other address as shall be designated by TRLWT Seller in a written notice delivered to the Purchaser, (b) in the case of TILC Seller at the following address: Trinity Industries Leasing Company, 2525 Stemmons

18

Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217, or such other address as shall be designated by TILC Seller in a written notice delivered to the Purchaser, and (c) in the case of the Purchaser at the following address: Trinity Rail Leasing VII LLC., 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President, Leasing Operations, Facsimile No.: (214) 589-8217, with a copy to Kaye Scholer LLC at the following address: Three First National Plaza, 70 West Madison Street, Suite 4100, Chicago, Illinois 60602, and with a copy to the Indenture Trustee at the notice address provided for same in the Indenture, or such other address as shall be designated by a party in a written notice delivered to the other party.

          SECTION 6.3 Merger and Integration. Except as specifically stated otherwise herein, this Agreement and the Transaction Documents set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the Transaction Documents. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

          SECTION 6.4 Severability of Provisions. If any one or more of the covenants, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, provisions or terms shall be deemed severable from the remaining covenants, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

          SECTION 6.5 Governing Law. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

          SECTION 6.6 Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 6.7 Binding Effect; Assignability.

          (a) This Agreement shall be binding upon and inure to the benefit of Seller, the Purchaser and their respective successors and assigns; provided, however, that Seller may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Indenture Trustee (acting at the direction of the Requisite Majority). The Purchaser may assign all of its rights hereunder to the Indenture Trustee, and such assignee shall have all rights of the Purchaser under this Agreement (as if such assignee were the Purchaser hereunder).

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          (b) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time when all Outstanding Obligations are paid in full; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by Seller pursuant to Article IV hereof shall be continuing and shall survive any termination of this Agreement.

          SECTION 6.8 Third Party Beneficiaries. Each of the parties hereto hereby acknowledges that the Purchaser intends to assign all of its rights under this Agreement to the Indenture Trustee for the benefit of the Secured Parties under the Indenture, and Seller hereby consents to such assignment and agrees that upon such assignment, the Indenture Trustee (for the benefit of the Secured Parties) shall be a third party beneficiary of this Agreement and may exercise the rights of the Purchaser hereunder and shall be entitled to all of the rights and benefits of the Purchaser hereunder to the same extent as if it were party hereto.

          In addition, whether or not otherwise expressly stated herein, all representations, warranties, covenants and agreements of the Issuer, TRLWT and TILC (whether as a Seller or as TRLWT Manager) in this Agreement or in any document delivered by any of them in connection with this Agreement (including without limitation, in any Delivery Schedule), shall be for the express benefit of the Indenture Trustee, each Noteholder and each other Secured Party as express third party beneficiaries, and shall be enforceable by the Indenture Trustee (acting at the direction of the Requisite Majority) as if such Person were a party hereto. Each of the Purchaser, TRLWT and TILC hereby acknowledges and agrees that such representations, warranties, covenants and agreements are relied upon by each Noteholder in purchasing the Equipment Notes issued under the Indenture.

          SECTION 6.9 Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue in full force and effect until the payment in full of all Outstanding Obligations.

[continues next page]

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          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

TRINITY RAIL LEASING WAREHOUSE TRUST
By:	/s/ James E. Perry
	Name:	James E. Perry
	Title:	Vice President, Treasurer and Assistant Secretary
TRINITY INDUSTRIES LEASING COMPANY
By:	/s/ James E. Perry
	Name:	James E. Perry
	Title:	Vice President, Treasurer and Assistant Secretary

TRINITY RAIL LEASING VII LLC,

By: TRINITY INDUSTRIES LEASING COMPANY, as sole member and manager

By:	/s/ James E. Perry
	Name:	James E. Perry
	Title:	Vice President, Treasurer and Assistant Secretary

Exh. C

EX-12

Trinity Industries, Inc. and Subsidiaries	Exhibit 12
Computation of Ratio of Earnings To Fixed Charges

	For the Year Ended December 31,
	2009		2008		2007		2006		2005
	($ in millions)
Earnings:
Earnings (loss) from continuing operations before provision (benefit) for income taxes	$	(146.9)	$	453.8	$	454.9	$	343.9	$	176.1
Add:
Fixed Charges		146.3		134.3		109.3		91.4		64.7
Amortization of capitalized interest		0.3		0.1		0.1		0.0		0.0
Total earnings (loss) from continuing operations before provision (benefit) for income taxes	$	(0.3)	$	588.2	$	564.3	$	435.3	$	240.8
Fixed Charges:
Interest expense	$	123.2	$	109.4	$	84.5	$	68.7	$	42.2
Portion of rental expense representative of interest		23.1		24.9		24.8		22.7		22.5
		146.3		134.3		109.3		91.4		64.7
Capitalized interest		0.0		0.9		0.6		0.3		0.7
Total Fixed Charges	$	146.3	$	135.2	$	109.9	$	91.7	$	65.4
Ratio of Earnings to Fixed Charges		0.00		4.35		5.13		4.75		3.68

Footnote:

Earnings for the year ended December 31, 2009 included a $325 million goodwill impairment charge. See Note 9 of the Notes to Consolidated Financial Statements for further discussion.
Earnings were inadequate to cover fixed charges for the year ended December 31, 2009. The deficiency for this period was $146.6 million.

EX-21

Exhibit 21

TRINITY INDUSTRIES, INC.

Subsidiaries as of December 31, 2009

	Organized	Ownership
Name of Subsidiary	under laws of	by Registrant
CJB Property Co., LLC	Delaware		100	%
International Industrial Indemnity Company	Vermont		100	%
Reunion General Agency, Inc.	Texas		100	%
Transit Mix Concrete & Materials Company	Delaware		100	%
Armor Materials, Inc.	Delaware		100	%
Armor Aggregates, Inc.	Delaware		100	%
Transit Mix Concrete & Materials Co. of Louisiana	Delaware		100	%
Transit Mix Transportation Services, LLC	Delaware		100	%
Trinity Materials, Inc.	Delaware		100	%
POB Exploration, LLC	Delaware		100	%
Trinity Argentina S.R.L.	Argentina		100	%
Trinity Containers, LLC.	Delaware		100	%
Trinity Corporate Services, LLC	Delaware		100	%
Trinity Energy Equipment Company, LLC	Delaware		100	%
Trinity Financial Services, Inc.	Delaware		100	%
Trinity Heads, Inc.	Delaware		100	%
Trinity Highway Products, LLC.	Delaware		100	%
Trinity Industries International, Inc.	Delaware		100	%
Trinity Industries International Holdings AG	Switzerland		100	%
Administradora Especializada, S. de R.L. de C.V	Mexico		100	%
Grupo Tatsa, S. de R.L. de C.V	Mexico		100	%
Trinity Industries de México, S. de R.L. de C.V.	Mexico		100	%
OFE, S. de R.L. de C.V.	Mexico		100	%
Asistencia Profesional Corporativa, S.de R.L. de C.V.	Mexico		100	%
Trinity Industries do Brasil, Ltda.	Brazil		100	%
Trinity Industries Leasing Company	Delaware		100	%
Transport Capital, LLC	Delaware		100	%
Trinity Marine Leasing, Inc.	Delaware		100	%
Trinity Marks Company	Delaware		100	%
Trinity Rail Leasing Warehouse Trust	Delaware		100	%
TILX GP III, LLC	Delaware		100	%
Trinity Rail Leasing III L.P.	Texas		1	%
TILX LP III, LLC	Delaware		100	%
Trinity Rail Leasing III L.P.	Texas		99	%
TILX GP IV, LLC	Delaware		100	%
Trinity Rail Leasing IV L.P.	Texas		1	%
TILX LP IV, LLC	Delaware		100	%
Trinity Rail Leasing IV L.P.	Texas		99	%
TILX GP V, LLC	Delaware		100	%
Trinity Rail Leasing V L.P	Texas		1	%
TILX LP V, LLC	Delaware		100	%
Trinity Rail Leasing V L.P.	Texas		99	%
Trinity Rail Leasing VI, LLC	Delaware		100	%
Trinity Rail Leasing VII LLC	Delaware		100	%
Trinity Industries Railcar Corporation	Delaware		100	%
Trinity Logistics Group, Inc.	Texas		100	%
Trinity Central Maintenance, LLC	Delaware		100	%
Trinity Marine Products, Inc.	Delaware		100	%
Trinity Industries Metals Laboratory, Inc.	Delaware		100	%

1

	Organized	Ownership
Name of Subsidiary	under laws of	by Registrant
Trinity Rail Group, LLC	Delaware		100	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico		100	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico		100	%
Thrall International Holdings LLC	Illinois		100	%
Trinity North American Freight Car, Inc.	Delaware		100	%
Trinity Parts & Components, LLC.	Delaware		100	%
McConway & Torley, LLC	Delaware		100	%
Standard Forged Products, LLC.	Delaware		100	%
Trinity Railcar Repair, Inc.	Delaware		100	%
Trinity Rail GmbH	Switzerland		100	%
Trinity Tank Car, Inc.	Delaware		100	%
Trinity Rail, Inc.	Delaware		100	%
Trinity Rail Management, Inc.	Delaware		100	%
TrinityRail Canada Inc.	Canada		100	%
TILX GP I, LLC	Delaware		100	%
Trinity Rail Leasing I L.P.	Texas		1	%
TILX LP I, LLC	Delaware		100	%
Trinity Rail Leasing I L.P.	Texas		99	%
Trinity Specialty Products, Inc.	Delaware		100	%
Trinity Structural Towers, Inc.	Delaware		100	%
Trinity Transmission Structures, LLC	Delaware		100	%
Zephyr Construction, LLC	Delaware		100	%

2

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

1. I have reviewed this annual report on Form 10-K of Trinity Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Timothy R. Wallace

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

Date: February 18, 2010

EX-31.2

Exhibit 31.2

CERTIFICATION

I, William A. McWhirter II, certify that:

1. I have reviewed this annual report on Form 10-K of Trinity Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  William A. McWhirter II

William A. McWhirter II

Senior Vice President and Chief Financial Officer

Date: February 18, 2010

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, Chief Executive Officer, and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/  Timothy R. Wallace

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

February 18, 2010

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Trinity Industries, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William A. McWhirter II, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/  William A. McWhirter II

William A. McWhirter II

Senior Vice President and Chief Financial Officer

February 18, 2010

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.