TRINITY INDUSTRIES INC (Form: 10-K, Received: 02/21/2013 12:19:27)

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, 2012



	OR
¨	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	75207-2401
(Address of principal executive offices)	(Zip Code)

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

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



Title of each class	Name of each exchange 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 ¨

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 ¨ 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 ¨

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 þ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 ¨ Non-accelerated filer ¨ Smaller reporting company ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ 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, 2012) was $1,938.9 million .

At January 31, 2013 the number of shares of common stock outstanding was 79,118,471 .

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 2013 Proxy Statement.

Table of Contents

TRINITY INDUSTRIES, INC.

FORM 10-K

TABLE OF CONTENTS



Caption	Page
PART I
Item 1. Business	3
Item 1A. Risk Factors	10
Item 1B. Unresolved Staff Comments	16
Item 2. Properties	16
Item 3. Legal Proceedings	16
Item 4. Mine Safety Disclosures	16

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6. Selected Financial Data	19
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	41
Item 8. Financial Statements and Supplementary Data	42
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	85
Item 9A. Controls and Procedures	85
Item 9B. Other Information	87

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	88
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

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PART I

Item 1. Business.

General Development of Business. Trinity Industries, Inc. and its consolidated subsidiaries, (“Trinity”, “Company”, “we”, or “our”) headquartered in Dallas, Texas, is a diversified industrial 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, 2012 , 2011 , and 2010 is presented in Part II, Item 7 “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

Narrative Description of Business. As a diversified industrial company, we manufacture and sell a variety of products including:


•	railcars and railcar parts in addition to leasing railcars to our customers through our integrated business model, which includes a captive leasing business, Trinity Industries Leasing Company (“TILC”);


•	inland barges;


•	structural wind towers;


•	highway products;


•	aggregates;


•	containers; and


•	parts and steel components.

We serve our customers through the following five business groups:

Rail Group. Through wholly-owned subsidiaries, our Rail Group is a leading manufacturer of freight railcars and tank cars in North America (“Trinity Rail Group” or “Rail Group”). Through our manufacturing facilities in the U.S. and Mexico, 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, cement, and sand. 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 railcars, trucks, and ships.

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, flat 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.

Our Rail Group manufactures a diversified railcar product line, allowing us to capitalize on changing industry trends and developing market opportunities. We also manufacture and sell a variety of railcar parts and components, used in manufacturing and repairing railcars including couplers, axles, and other devices. We have plants in Mexico and the U.S. that manufacture parts and components, primarily for the North American market.

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

For the year ended December 31, 2012 we shipped 19,360 railcars, or 33% of total North American railcar shipments. As of December 31, 2012 , our Rail Group backlog was $3.7 billion , consisting of 31,990 railcars, including approximately $ 834.7 million in orders from our Railcar Leasing and Management Services Group (“Leasing Group”). The total amount of orders in our backlog from the Leasing Group was supported by lease commitments with external customers.

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 the licensing of these patents.

Railcar Leasing and Management Services Group. Our Railcar Leasing and Management Services Group is a leading provider in North America of comprehensive rail industry services. Through wholly-owned subsidiaries, primarily TILC, and a majority-owned subsidiary, TRIP Rail Holdings LLC (“TRIP Holdings”), we offer operating leases for tank cars and freight cars. TILC also offers management and administrative services. By providing leasing and management services, our Leasing Group is an important strategic resource that 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 rail equipment and services.

The railcars in our lease fleet are leased to industrial shippers and railroads. These companies operate in the 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, 2012 , the lease fleet of our wholly-owned subsidiaries included 57,000 owned or leased railcars that were 98.4% utilized. Of this total, 44,540 railcars were owned by TILC and 12,460 railcars were financed in sale-leaseback transactions. In addition to our wholly-owned lease fleet, TRIP Holdings' lease fleet included 14,455 owned railcars that were 99.2% utilized as of December 31, 2012 .

In addition, we also 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 businesses compete 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 and aggregates 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.

Our highway products businesses are leading U.S. manufacturers of guardrail, crash cushions, and other protective barriers. The Federal Highway Administration, which determines product eligibility for cost reimbursement using federal funds, has approved many of our products as eligible for cost reimbursement based on requirements set forth by the National Cooperative Highway Research Program. Our crash cushion, protective barrier, and guardrail products include multiple proprietary products manufactured under license from certain public and private research organizations and inventors and Company-held patents. We sell highway products in Canada, Mexico, and all 50 states in the U.S. We compete against several national and regional guardrail manufacturers. We also export our proprietary highway products to more than 60 countries worldwide.

We are a leading producer and distributor of aggregates, including crushed stone, sand and gravel, asphalt rock, and specialty sands and gravel in several regions of Texas with smaller operations in Arkansas and Louisiana. Our aggregates customers are primarily other concrete producers, commercial and highway contractors, and state and local municipalities.

In addition, we provide hot-dip galvanizing services to manufacturers of fabricated steel materials from our production facilities in Texas and Louisiana, and manufacture a line of construction equipment for the mining industry and a line of trench shields and shoring products for the underground construction industry.

In December 2012, the Company entered into an agreement to sell its remaining ready-mix concrete operations. The terms of the transaction are expected to be finalized and the transaction closed during 2013. The expected divestiture of our remaining ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical amounts previously reported have been adjusted, where appropriate, to remove the effect of discontinued operations. Further, assets and liabilities related to the discontinued operations have been classified as Assets/Liabilities Held for Sale and Discontinued Operations

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in the accompanying consolidated balance sheets. Through our discontinued ready-mix concrete operations, we are a supplier of ready mix concrete in certain areas of Texas and Southwest Arkansas. Our customers for concrete include contractors and subcontractors for residential, commercial, and highway construction projects. We compete with ready mix concrete producers and aggregate producers located in the regions where we operate.

Energy Equipment Group. Through wholly-owned subsidiaries, our Energy Equipment Group manufactures structural wind towers, containers and tank heads for pressure and non-pressure vessels, and utility, traffic, and lighting structures.

Our structural wind towers business is a leading manufacturer in North America of structural wind towers used in the wind energy market. These towers are manufactured in the U.S. and Mexico to customer specifications and installed by our customers. Our customers are generally wind turbine producers. Our structural wind towers backlog as of December 31, 2012 was approximately $ 680.3 million . Approximately $412.5 million of this backlog is involved in litigation filed by the Company against one of our structural wind tower customers for breach of contract by failing to comply with the customer's multi-year, contractual purchase obligations.

We are a leading manufacturer in North America of containers and tank heads for pressure and non-pressure vessels. We manufacture these products in the U.S. and Mexico. We market a portion of our products in Mexico under the brand name of TATSA ^® .

We manufacture containers that are used by the oil, gas, and chemical industry, 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 container products range from nine-gallon containers for motor fuel use to 1.8 million-gallon bulk storage spheres. We sell our containers to dealers and large industrial users. In the U.S. we generally deliver the containers to our customers who install and fill the containers. Our competitors include large and small manufacturers of containers.

We manufacture tank heads, which are pressed metal components used in the manufacturing of many of our finished products, both pressure rated and non-pressure rated, 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 utility, traffic, and lighting structures, which are used principally by municipalities, and various other local and state governmental entities. We also manufacture transmission and distribution structures to be used in the erection of private and public electric transmission lines. These structures are manufactured in the U.S. and Mexico to customer specifications and installed by our customers.

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.

Inland Barge Group. Through wholly-owned subsidiaries, our Inland Barge Group is a leading U.S. manufacturer of inland barges and 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 liquids such as crude oil, chemicals and a variety of petroleum products. Our fiberglass reinforced lift covers are used primarily for grain barges. Our four barge manufacturing facilities are located along the U.S. inland river systems, allowing for rapid delivery to our customers. Our Inland Barge Group backlog as of December 31, 2012 was approximately $ 564.1 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, timely delivery, and quality products.

All Other. All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance 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 represented10.0%, 10.6%, and 10.6% of our consolidated revenues for the years ended December 31, 2012 , 2011 , and 2010 , respectively. As of December 31, 2012 and 2011 , we had 3.1% and 3.3%, respectively, of our long-lived assets not held for sale located outside the U.S.

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We manufacture railcars, containers, tank heads, structural wind towers, utility structures, parts and steel components, and other products at our Mexico facilities for local consumption as well as for export to the U.S. and other countries. Any material change in the quotas, regulations, or duties on imports imposed by the U.S. 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, social unrest, unrestrained criminal activities, 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, 2012 and 2011 , our backlog was approximately as follows:



	December 31, 2012		December 31, 2011
	(in millions)
Rail Group
External Customers	$	2,867.5	$	1,973.2
Leasing Group	834.7		621.9
	$	3,702.2	$	2,595.1
Inland Barge	$	564.1	$	494.6
Structural wind towers	$	680.3	$	934.3

For the twelve months ended December 31, 2012 , the Company received orders for 22,350 railcars. The increase in backlog as of December 31, 2012 reflects the value of orders taken during the year as well as contractual pricing adjustments on long-term orders previously received. The total amount of orders in our backlog from the Leasing Group was supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

Approximately 60% of our railcar backlog is expected to be delivered in the twelve months ending December 31, 2013 with the remainder to be delivered from 2014 through 2016. Approximately 83% of our backlog for barges is expected to be delivered in the twelve months ending December 31, 2013 with the remainder to be delivered in 2014. For multi-year barge orders, deliveries for 2013 and 2014 are included in the backlog at this time where specific production quantities for future years have been determined. Approximately $412.5 million of the backlog for structural wind towers is involved in litigation filed by the Company against one of our structural wind tower customers for the customer's breach of a long-term supply contract for the manufacture of towers . Approximately 64% of our backlog for structural wind towers not currently subject to current litigation is expected to be delivered in 2013 with the remainder contracted for delivery in future years.

Marketing. We sell substantially all of our products and services through our own sales personnel operating from offices in multiple locations in the U.S. as well as Canada, Mexico, the United Kingdom, Singapore, and Sweden. We also use independent sales representatives on a limited basis.

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 65% 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.

The principal material used in our manufacturing segments is steel. During 2012, the supply of steel was sufficient to support our manufacturing requirements. Market steel prices continue to exhibit short periods of volatility and ended 2012 lower than 2011. Steel prices may continue to be volatile in part as a result of scrap surcharges assessed by steel mills and other market factors. We often use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers, to mitigate the effect of this volatility on our operating profits 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 U.S., 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

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customers is high in relation to the value of the product itself. We operate 13 mining facilities strategically located in Texas, Arkansas, and Louisiana to fulfill some of our needs for aggregates.

Cement. Cement required for our ready-mix concrete operations is received primarily from Texas. In 2012, 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 headcount breakdown of employees by business group:



Business Group	December 31, 2012
Rail Group	6,210
Construction Products Group	1,950
Inland Barge Group	2,010
Energy Equipment Group	4,580
Railcar Leasing and Management Services Group	130
All Other	340
Corporate	270
	15,490

As of December 31, 2012 , approximately 9,590 employees were employed in the U.S. and approximately 5,900 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 that were in compliance with all applicable laws at the time such actions may have been 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.

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 U.S. 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 U.S. Environmental Protection Agency; the Research and Special Programs Administration and the Federal Railroad Administration, both divisions of the U.S. Department of Transportation; and the Association of American Railroads.

These organizations establish rules and regulations for the railcar industry and rail interchange, including construction specifications and standards for the design and manufacture of railcars and railcar parts; mechanical, maintenance, and related

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standards for railcars; safety of railroad equipment, tracks, and operations; and packaging and transportation of hazardous or toxic 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 U.S. Coast Guard; the U.S. National Transportation Safety Board; the U.S. Customs Service; the Maritime Administration of the U.S. 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 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 manufacturers are the U.S. 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 U.S. Occupational Safety and Health Administration and the U.S. Mine 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 and mine safety and health regulations in the U.S. or in foreign jurisdictions in which we operate could increase our operating costs. 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 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.

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Executive Officers and Other Corporate Officers of the Company.

The following table sets forth the names and ages of all of our executive officers and other corporate officers, their positions and offices presently held by them, and the year each person first became an officer. All officer terms expire in May 2013.



Name	Age	Office	Officer Since
Timothy R. Wallace ^*	59	Chairman, Chief Executive Officer, and President	1985
James E. Perry ^*	41	Senior Vice President and Chief Financial Officer	2005
William A. McWhirter II ^*	48	Senior Vice President and Group President	2005
D. Stephen Menzies ^*	57	Senior Vice President and Group President	2001
S. Theis Rice ^*	62	Senior Vice President, Human Resources and Chief Legal Officer	2002
Donald G. Collum	64	Vice President and Chief Audit Executive	2005
Tammy D. Gilbert	52	Vice President, Information Technology	2012
Virginia C. Gray, Ph.D.	53	Vice President, Organizational Development	2007
Mary E. Henderson ^*	54	Vice President, Chief Accounting Officer, and Controller	2009
John M. Lee	52	Vice President, Business Development	1994
Gail M. Peck	45	Vice President and Treasurer	2010
Heather Perttula Randall	39	Vice President, Legal Affairs and Government Relations	2011
Jared S. Richardson	40	Vice President, Associate General Counsel and Secretary	2010
Stephen W. Smith	63	Vice President	2012
C. Michael Williams	57	Vice President, Human Resources	2012

^* Executive officer subject to reporting requirements under Section 16 of the Securities Exchange Act of 1934.

Ms. Gilbert joined Trinity in 2012 as Vice President, Information Technology. Prior to joining Trinity, she worked for Hewlett-Packard where she served as the America's Vice President, Transition, Transformation, and Project/Program Management. She has also held executive positions with Electronic Data Systems, Sabre Holdings, American Airlines, and Harris Methodist Hospital.

Ms. Henderson joined the Company in 2003 as Director of Financial Reporting. She was named Assistant Controller in 2005 and Controller in 2009. In 2010, Ms. Henderson was elected Vice President, Chief Accounting Officer, and Controller.

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. In 2010, Mr. McWhirter was named Senior Vice President and Group President of the Construction Products and Inland Barge Groups. In 2012, Mr. McWhirter was named Senior Vice President and Group President of the Construction Products, Energy Equipment, and Inland Barge Groups.

Ms. Peck joined Trinity in 2010 as Treasurer and was appointed Vice President and Treasurer in 2011. Prior to joining Trinity, she worked for Centex Corporation from 2001 to 2009, most recently serving as Vice President and Treasurer since 2004.

Mr. Perry joined Trinity in 2004 and was appointed Treasurer in April 2005. Mr. Perry was named a Vice President of Trinity in 2006 and appointed its Vice President, Finance in 2007. In 2010, Mr. Perry was appointed Chief Financial Officer and in 2011 was elected Senior Vice President and Chief Financial Officer.

Ms. Randall joined the Company in 2005 as Chief Counsel of TrinityRail. In 2006, she became Deputy General Counsel in charge of litigation for Trinity. In 2011, Ms. Randall was elected Vice President, Legal Affairs and Government Relations.

Mr. Rice joined the Company in 1991 and held various legal and business positions until 2005, when he was elected Vice President and Chief Legal Officer. He was named Senior Vice President, Human Resources and Chief Legal Officer in 2011.

Mr. Richardson joined the Company in 2010 as Associate General Counsel and Secretary. In 2012, Mr. Richardson was elected Vice President, Associate General Counsel, and Secretary. From 2004 to 2009, he handled corporate governance and secretary matters for Energy Future Holdings Corp. (formerly TXU Corp.), a company engaged in the generation, sale, transmission, and distribution of electricity.

Mr. Smith joined the Company in 1976 and held various engineering positions advancing to Senior Vice President Engineering for TrinityRail. In 2008, Mr. Smith was promoted to a corporate position and has served as an engineering and technical advisor to Trinity's Group Presidents and corporate officers. In 2012, Mr. Smith was elected Vice President.

Mr. Williams joined Trinity in 2012 as Vice President, Human Resources. Prior to joining Trinity, he was Vice President and Chief People Officer at Luminant, the power generation and mining subsidiary of Energy Future Holdings Corp. He has also held human resources leadership positions at Safety-Kleen Systems, Inc., Service Master, Inc., and Waste Management, Inc.

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Messrs. Wallace, Menzies, Collum, and Lee and Dr. Gray have been in full time employment of Trinity or its subsidiaries for more than five years and have performed essentially the same respective duties during such time.

Item 1A. Risk Factors.

There are risks and uncertainties that could cause our actual results to be materially different from those mentioned in 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. All known material risks and uncertainties are described below. 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.

Volatility in the global financial markets may adversely affect our business and operating results. During periods of volatility in the global financial markets, certain of our customers could delay or otherwise reduce their purchases of railcars, barges, wind towers, and other products and services. If volatile conditions in the global credit markets prevent our customers' access to credit, product order volumes may decrease or customers may default on payments owed to us. Likewise, if our suppliers face challenges obtaining credit, selling their products, or otherwise operating their businesses, the supply of materials we purchase from them to manufacture our products may be interrupted. Any of these conditions or events could result in reductions in our revenues, increased price competition, or increased operating costs, which could adversely affect our business results of operations and financial condition.

Our backlog is not necessarily indicative of the level of our future revenues. Our backlog represents future production and estimated potential revenue attributable to firm contracts with, or written orders from, our customers for delivery in various periods. Instability in the global economy, negative conditions in the global credit markets, volatility in the industries that our products serve, changes in legislative policy, adverse changes in the financial condition of our customers for manufactured or leased products, adverse changes in the availability of raw materials and supplies, or un-remedied contract breaches could possibly lead to contract termination or cancellations of orders in our backlog or requests for deferred deliveries of our backlog orders, each of which could adversely affect our cash flows and results of operations.

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 sharp cyclical downturns and at such times operated with a minimal backlog.

Litigation claims could increase our costs and weaken our financial condition. We are currently, and may from time to time be, involved in various claims or legal proceedings arising out of our operations. Adverse outcomes in some or all of these matters could result in judgments against us for significant monetary damages that could increase our costs and weaken our financial condition. Although we maintain reserves for our reasonably estimable liability, our reserves may be inadequate to cover the uninsured portion of claims or judgments. Any such claims or judgments could have a material adverse effect on our business, operations, or overall financial condition.

Increases in the price and demand for steel could lower our margins and profitability. The principal material used in our manufacturing segments is steel. Market steel prices continue to exhibit short periods of volatility. Steel prices may experience further volatility as a result of scrap surcharges assessed by steel mills and other market factors. We often use contract-specific purchasing practices, existing supplier commitments, contractual price escalation provisions, and other arrangements with our customers to mitigate the effect of this volatility on our operating profits for the year. To the extent that we do not have such arrangements in place, an increase in steel prices could materially lower our margins and profitability. In addition, our ability to meet production demands is dependent on the ability to obtain a sufficient amount of steel. An 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. We are subject to comprehensive federal, state, local, and foreign environmental laws and regulations relating to: (i) the release or discharge of materials into the environment; (ii) the management, use, processing, handling, storage, transport, and disposal of hazardous and non-hazardous waste and materials; and (iii) 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

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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.

In addition to environmental laws, the transportation of commodities by railcar or barge raises potential risks in the event of a derailment or other accident that results in the release of an environmentally sensitive substance. Generally, liability under existing law in the U.S. for a derailment or other accident depends on the negligence, if any, of a 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 and if we are found liable in any such incident, it could have a material adverse effect on our financial condition, business, and operations.

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. In addition to price, we face competition in product performance and technological innovation, quality, reliability of delivery, customer service, and other factors. This competition is often intense, the effects of which could reduce our revenues and operating profits, limit our ability to grow, increase pricing pressure on our products, and otherwise affect our financial results.

The limited number of customers in certain of our businesses, the variable purchase patterns of our customers in all our segments, and the timing of completion, delivery, and customer acceptance of orders may cause our revenues and income from operations to vary substantially each quarter, which would result in significant fluctuations in our quarterly results. Some of the markets we serve are dominated by a limited number of customers. Customers in each of our business segments do not purchase a similar volume of products each year nor make purchases consistently from year-to-year. As a result, the order levels for our products have varied significantly from quarterly period to quarterly period in the past and may continue to vary significantly in the future. Therefore, our results of operations in any particular quarterly period may be significantly affected. As a result of these quarterly fluctuations, we believe that comparisons of our sales and operating results between quarterly periods may not be meaningful and should not be relied upon as indicators of future performance.

We may not have access to capital due to deterioration of conditions in the global capital markets, weakening of macroeconomic conditions, and negative changes in credit ratings. In general, the Company, and more specifically its leasing subsidiaries' operations, rely in large part, upon banks and capital markets to fund its operations and contractual commitments and refinance existing debt. These markets can experience high levels of volatility and access to capital can be constrained for an extended period of time. In addition to conditions in the capital markets, a number of other factors could cause the Company to incur increased borrowing costs and to have greater difficulty accessing public and private markets for both secured and unsecured debt. These factors include the Company's financial performance and its credit ratings and rating outlook as determined primarily by rating agencies such as Standard & Poor's and Moody's Investor Service. If the Company is unable to secure financing on acceptable terms, the Company's other sources of funds, including available cash, bank facilities, and cash flow from operations may not be adequate to fund its operations and contractual commitments and refinance existing debt.

We may be unable to re-market railcars from expiring leases on favorable terms, which could result in lower lease utilization percentages 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, or upon lease defaults or bankruptcy filings by 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 leases or ownership of 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 the availability of credit, interest rates, and inflation rates;

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•	the demand for refurbishment;


•	the cost of materials and labor;


•	the volume of railcar traffic; and


•	the volume and nature of railcar loadings.

A downturn in the industries in which our lessees operate and decreased demand for railcars could also increase our exposure to re-marketing risk because lessees may demand shorter lease terms or newer railcars, 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 rates, lower lease utilization percentages, and reduced revenues.

Fluctuations in the price and supply of specialty and other component parts used in the production of our products could have a material adverse effect on our ability to cost-effectively manufacture and sell our products. In some instances, we rely on a limited number of suppliers for certain components needed in our production. A significant portion of our business depends on the adequate supply of numerous specialty and other parts and components at competitive prices such as brakes, wheels, side frames, bolsters, and bearings for the railcar business, as well as flanges for the wind towers business. Our manufacturing operations depend in part on our ability to obtain timely deliveries of materials, parts, and components in acceptable quantities and quality from our suppliers. Certain parts and components of our products are currently available from a limited number of suppliers (though generally a minimum of two suppliers continue to produce the parts and components we use in our products) and, as a result, we may have limited control over pricing, availability, and delivery schedules. While we endeavor to be diligent in contractual relationships with our suppliers, if we are unable to purchase a sufficient quantity of parts and components on a timely basis, we could face disruptions in our production and incur delays while we attempt to engage alternative suppliers. Any such disruption could harm our business and adversely impact our results of operations.

Reductions in the availability of energy supplies or an increase in energy costs may increase our operating costs. We use various gases, including natural gas, at our manufacturing facilities and use diesel fuel in vehicles to transport our products to customers and to operate our plant equipment. An outbreak or escalation of hostilities between the U.S. and any foreign power and, in particular, prolonged conflicts 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 potentially resulting 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 product replacement and repair claims. Depending on the product, we warrant against manufacturing defects due to our workmanship and certain materials, parts, and components 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 production process or claims for which the cost of repairing or replacing the defective part, component or material is highly disproportionate to the original cost. These types of warranty claims could result in costly product recalls, significant repair or replacement 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. 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 the reserves we maintain for the reasonably estimable liability in such claims, and although we carry liability insurance coverage at levels based on commercial norms in our industries, an unusually large liability claim or a string of claims based on a failure repeated throughout our production process may exceed our insurance coverage or expose us to uninsured 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. If any of our third-party insurers fail, cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage, then our overall risk exposure and our operational expenses would increase and the management of our business operations would be disrupted. Moreover, any accident or incident involving us or our products, even if we are fully insured, contractually

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indemnified, or not held to be liable, could negatively affect our reputation 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 U.S., particularly Mexico, could decrease our profitability. Our operations outside of the U.S. are subject to the risks associated with cross-border business transactions and activities. Political, legal, trade, economic change or instability, unrestrained criminal activities, or social unrest could limit or curtail our respective foreign business activities and operations, including the ability to hire and retain employees. There has been a significant increase in violence in Mexico associated with the Mexican government's attempts to stop illegal drug trafficking. We have not, to date, been materially affected by any of these risks, but we cannot predict the likelihood of future effects from such risks or any resulting adverse impact on our business, results of operations, or financial condition. Many items manufactured by us in Mexico are sold primarily in the U.S. and the transportation and import of such products may be disrupted. Some foreign countries where we operate have regulatory authorities that regulate railroad safety, railcar 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 and components within the various foreign countries where we operate, we may be unable to market and sell our railcars, parts, and components in those countries. In addition, unexpected changes in laws, rules, and regulatory requirements; tariffs and other trade barriers, including regulatory initiatives for buying goods produced in America; more stringent or restrictive laws, rules, and regulations relating to labor or the environment; adverse tax consequences; and price exchange controls could limit operations affecting production throughput and making the manufacture and distribution of our products less timely or more difficult. Furthermore, any material change in the quotas, regulations, or duties on imports imposed by the U.S. 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 have operations outside the U.S., we could be adversely affected by final judgments of non-compliance with the U.S. Foreign Corrupt Practices Act and similar anti-corruption laws of other countries.

Equipment failures or extensive damage to our facilities, including as might occur as a result of natural disasters, could lead to production or service curtailments or shutdowns, loss of revenue or higher expenses. We operate a substantial amount of equipment at our production facilities, several of which are situated in tornado and hurricane zones and on navigable waterways in the U.S. An interruption in production capabilities or maintenance and repair capabilities at our facilities, as a result of equipment failure or acts of nature could reduce or prevent our production, service, or repair of our products and increase our costs and expenses. A halt of production at any of our manufacturing facilities could severely affect delivery times to our customers. While we maintain business recovery plans that are intended to allow us to recover from natural disasters that could disrupt our business, we cannot provide assurances that our plans would fully protect us from the effects of all such disasters. In addition, insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters, which may adversely affect our financial condition. Any significant delay in deliveries could result in cancellation of all or a portion of our orders, cause us to lose future sales, and negatively affect our reputation and our results of operations.

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 an employment agreement with us. Although we have historically been largely 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 U.S. or its interests abroad may adversely affect the U.S. and global economies, potentially preventing 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, parts, or components. 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 U.S. Environmental Protection Agency; the Research and Special Programs Administration and the Federal Railroad Administration, both divisions of the U.S. Department of Transportation; and the Association of American Railroads. These organizations establish rules and regulations for the railcar industry and rail interchange, 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 U.S. Coast Guard; the U.S. National Transportation Safety Board; the U.S. Customs Service; the Maritime Administration of the U.S. Department of Transportation; and private industry organizations

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such as the American Bureau of Shipping. These organizations establish safety criteria, investigate vessel accidents and recommend improved safety standards. Violations of these laws and related regulations 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 U.S. 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 U.S. Occupational Safety and Health Administration and the U.S. Mine Safety and Health Administration. Although we believe we employ appropriate precautions to protect our employees and others from workplace injuries and harmful exposure to materials handled and managed at our facilities, claims that may be asserted against us for work-related illnesses or injury, and the further adoption of occupational and mine safety and health regulations in the U.S. 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.

Some of our customers place orders for our products in reliance on their ability to access government subsidies in the form of early tax benefits or tax credits such as accelerated depreciation or the production tax credit for renewable energy. There is no assurance that the U.S. government will reauthorize, modify, or otherwise not allow the expiration of such early tax benefits or tax credits, and in cases where such subsidies are materially modified to reduce the available early benefit or credit, or otherwise allowed to expire, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.

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. Impairment losses 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. Under varying circumstances, we seek to minimize these risks through the use of interest rate hedges and similar financial instruments and other activities, although these measures, if and when implemented, may not be 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. We have 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 railcars, while potential challenges could include decreased demand for certain types of railcars 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.

Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results . Our accounting policies and methods are fundamental to how we record and report our

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financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC, and our independent registered public accounting firm) may amend or even reverse their previous interpretations or positions on how these standards should be applied. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. For a further discussion of some of our critical accounting policies and standards and recent accounting changes, see Critical Accounting Policies and Estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 1 Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements.

Shortages of skilled labor could adversely impact our operations. We depend on skilled labor in the manufacture and repair of our products. Some of our facilities are located in areas where demand for skilled laborers may exceed supply. Shortages of some types of skilled laborers, such as welders, could restrict our ability to maintain or increase production rates and could increase our labor costs.

Some of our employees belong to labor unions, and strikes or work stoppages could adversely affect our operations. We are a party to collective bargaining agreements with various labor unions at some of our operations in the U.S. and all of our operations in Mexico. Disputes with regard to the terms of these agreements or our potential inability to negotiate acceptable contracts with these unions in the future could result in, among other things, strikes, work stoppages or other slowdowns by the affected workers. We cannot be assured that our relations with our workforce will remain positive or that union organizers will not be successful in future attempts to organize at some of our facilities. If our workers were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized, or the terms and conditions in future labor agreements were renegotiated, we could experience a significant disruption of our operations and higher ongoing labor costs. In addition, we could face higher labor costs in the future as a result of severance or other charges associated with lay-offs, shutdowns or reductions in the size and scope of our operations or difficulties of restarting our operations that have been temporarily shuttered.

From time to time we may take tax positions that the Internal Revenue Service or other taxing jurisdictions may contest. We have in the past and may in the future take tax positions that the Internal Revenue Service (“IRS”) or other taxing jurisdictions may challenge. Beginning with the 2011 tax return, we are required to disclose to the IRS as part of our tax returns for that year and future years particular tax positions in which we have a reasonable basis for the position but not a "more likely than not" chance of prevailing. If the IRS successfully contests a tax position that we take, we may be required to pay additional taxes or fines which may not have been previously accrued that may adversely affect our results of operations and financial position.

Our inability to produce and disseminate relevant and/or reliable data and information pertaining to our business in an efficient, cost-effective, secure, and well-controlled fashion may have significant negative impacts on confidentiality requirements and obligations and proprietary needs and expectations and, therefore, our future operations, profitability, and competitive position. Management relies on IT infrastructure, including hardware, network, software, people, and processes to provide useful and confidential information to conduct our business in the ordinary course, including correspondence and commercial data and information interchange with customers, suppliers, legal counsel, governmental agencies, and financial institutions consultants, and to support assessments and conclusions about future plans and initiatives pertaining to market demands, operating performance, and competitive positioning. In addition, any material failure, interruption of service, or compromised data security could adversely affect our relations with suppliers and customers, place us in violation of confidentiality and data protection laws, rules, and regulations, and result in negative impacts to our market share, operations, and profitability. Security breaches in our information technology could result in theft, destruction, loss, misappropriation, or release of confidential data or intellectual property which could adversely impact our future results.

Discord, conflict, and lack of compromise within and amongst the executive and legislative branches of the U.S. government relative to federal government budgeting, taxation policies, government expenditures, and U.S. borrowing/debt ceiling limits could adversely affect our business and operating results. The inability of the legislative and executive branches of the U.S. government to pass a federal government budget, address tax revenue requirements, control deficit spending, and effectively manage short and long term U.S. government borrowing, debt ratings, and debt ceiling adjustments, could negatively impact U.S. domestic and global financial markets thereby reducing demand by our customers for our products and services thereby reducing revenues. Similarly, if our suppliers 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 purchase from them to manufacture our products. These actions could result in reductions in our revenues, increased price competition, or increased operating costs, which could adversely affect our business results of operations and financial condition.

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The Company could potentially fail to successfully integrate new businesses or products into its current business. The Company routinely engages in the search for growth opportunities, including assessment of merger and acquisition prospects in new markets and/or products. Any merger or acquisition in which the Company becomes involved and ultimately concludes is subject to integration into the Company's businesses and culture. If such integration is unsuccessful to any material degree, such lack of success could have a material adverse effect on our business, operations, or overall financial condition.

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.

Item 2. Properties.

We principally operate in various locations throughout the U.S. and in Mexico. Our facilities are considered to be in good condition, well maintained, and adequate for our purposes.



	Approximate Square Feet		Approximate Square Feet Located In
	Owned	Leased	US	Mexico
Rail Group	6,185,400	92,700	4,280,600	1,997,500
Construction Products Group	1,833,900	98,100	1,932,000	—
Inland Barge Group	948,500	97,100	1,045,600	—
Energy Equipment Group	1,799,500	250,300	1,206,800	843,000
Executive Offices	186,000	—	186,000	—
	10,953,300	538,200	8,651,000	2,840,500

Our estimated weighted average production capacity utilization for the twelve month period ended December 31, 2012 is reflected by the following percentages:



	Production Capacity Utilized
Rail Group	70	%
Construction Products Group	75	%
Inland Barge Group	95	%
Energy Equipment Group	60	%

Item 3. Legal Proceedings.

See Note 18 of the Notes to Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Form 10-K.

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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, 2012 and 2011 .



	Prices
Year Ended December 31, 2012	High		Low
Quarter ended March 31, 2012	$	35.93	$	29.69
Quarter ended June 30, 2012	33.48		22.80
Quarter ended September 30, 2012	33.55		21.85
Quarter ended December 31, 2012	36.05		29.01



Year Ended December 31, 2011	High		Low
Quarter ended March 31, 2011	$	36.67	$	26.31
Quarter ended June 30, 2011	37.76		30.54
Quarter ended September 30, 2011	37.25		21.05
Quarter ended December 31, 2011	30.62		19.94

Our transfer agent and registrar as of December 31, 2012 was American Stock Transfer & Trust Company.

Holders

At December 31, 2012 , we had 1,867 record holders of common stock. The par value of the common stock is $1.00 per share.

Dividends

Trinity has paid 195 consecutive quarterly dividends. Quarterly dividends declared by Trinity for the years ended December 31, 2012 and 2011 are as follows:



	Year Ended December 31,
	2012		2011
Quarter ended March 31,	$	0.09	$	0.08
Quarter ended June 30,	0.11		0.09
Quarter ended September 30,	0.11		0.09
Quarter ended December 31,	0.11		0.09
Total	$	0.42	$	0.35

Recent Sales of Unregistered Securities

None.

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, 2012 with an overall stock market index (New York Stock Exchange Composite Index) and the Company's peer group index (Dow Jones US Commercial Vehicles & Trucks Index). The data in the graph assumes $100 was invested on December 31, 2007.

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	2007	2008	2009	2010	2011	2012
Trinity Industries, Inc.	100	57	65	101	115	139
Dow Jones US Commercial Vehicles & Trucks Index	100	48	70	115	101	113
New York Stock Exchange Composite Index	100	61	78	89	86	99

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, 2012 :



Period	Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share ⁽¹⁾		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs ⁽²⁾	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)
October 1, 2012 through October 31, 2012	3,659	$	31.23	—	$	200,000,000
November 1, 2012 through November 30, 2012	61,383	$	31.84	—	$	200,000,000
December 1, 2012 through December 31, 2012	361	$	35.22	—	$	200,000,000
Total	65,403	$	31.82	—	$	200,000,000

⁽¹⁾ These columns include the following transactions during the three months ended December 31, 2012: (i) the deemed surrender to the Company of 60,661 shares of common stock to pay the exercise price and satisfy tax withholding in connection with the exercise of employee stock options, (ii) the surrender to the Company of 300 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 4,442 shares of common stock by the Trustee for assets held in a non-qualified employee profit-sharing plan trust.

⁽²⁾ In September 2012, the Company's Board of Directors authorized a new $200 million share repurchase program effective October 1, 2012, which expires on December 31, 2014. The new program replaces the Company's prior program which expired on September 30, 2012. During the three months ended December 31, 2012, the Company did not repurchase any shares under the program. The approximate dollar value of shares that were eligible to be repurchased under such share repurchase program is shown as of the end of such month or quarter. Since the prior program was terminated on September 30, 2012, beginning October 1, 2012, $200 million of shares are eligible for repurchase under the new program.

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Item 6. Selected Financial Data.

The following financial information for the five years ended December 31, 2012 has been derived from our audited consolidated financial statements. 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,
	2012			2011			2010			2009			2008
	(in millions, except percent and per share data)
Statement of Operations Data:
Revenues	$	3,811.9		$	2,938.3		$	1,930.7		$	2,162.9		$	3,423.6
Operating profit (loss)	574.8			426.8			294.2			(36.1		)	536.7
Income (loss) from continuing operations	251.9			146.8			69.4			(140.8		)	266.8
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $1.1, $(0.4), $3.6, $2.0, and $7.8	1.8			(1.1		)	6.0			3.1			14.1
Net income (loss)	$	253.7		$	145.7		$	75.4		$	(137.7	)	$	280.9
Net income (loss) attributable to Trinity Industries, Inc.	$	255.2		$	142.2		$	67.4		$	(137.7	)	$	280.9
Net income (loss) attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	3.18		$	1.78		$	0.77		$	(1.85	)	$	3.30
Discontinued operations	0.02			(0.01		)	0.08			0.04			0.17
	$	3.20		$	1.77		$	0.85		$	(1.81	)	$	3.47
Diluted:
Continuing operations	$	3.17		$	1.78		$	0.77		$	(1.85	)	$	3.28
Discontinued operations	0.02			(0.01		)	0.08			0.04			0.17
	$	3.19		$	1.77		$	0.85		$	(1.81	)	$	3.45
Weighted average number of shares outstanding:
Basic	77.3			77.5			76.8			76.4			78.4
Diluted	77.5			77.8			77.0			76.4			78.8
Dividends declared per common share	$	0.42		$	0.35		$	0.32		$	0.32		$	0.31

Balance Sheet Data:
Total assets	$	6,669.9		$	6,121.0		$	5,760.0		$	4,656.4		$	4,911.6
Debt - recourse	$	458.1		$	455.0		$	449.4		$	645.5		$	583.9
Debt - non-recourse	$	2,596.9		$	2,517.2		$	2,457.4		$	1,199.1		$	1,190.3
Stockholders' equity	$	2,137.6		$	1,948.3		$	1,845.7		$	1,806.3		$	1,912.3
Ratio of total debt to total capital	58.8		%	60.4		%	61.2		%	50.5		%	48.1		%
Book value per share	$	27.02		$	24.29		$	23.13		$	22.81		$	24.08

In December 2012, the Company entered into an agreement to sell its remaining ready-mix concrete operations. The terms of the transaction are expected to be finalized and the transaction closed during 2013. The expected divestiture of our remaining ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical amounts previously reported have been adjusted, where appropriate, to reflect this change. Further, assets and liabilities related to the discontinued operations have been classified as Assets/Liabilities Held for Sale and Discontinued Operations in the accompanying consolidated balance sheets.

Due to the adoption of Accounting Standards Codification (“ASC”) 810-10, effective January 1, 2010, the Consolidated Balance Sheets as of December 31, 2012, 2011, and 2010, and the Consolidated Statements of Operations, Comprehensive Income, Cash Flows, and Stockholder's Equity for the years ended December 31, 2012, 2011, and 2010, include the financial position and results of operations of TRIP Holdings and its subsidiaries. Prior periods were not restated.

A goodwill impairment charge of $325.0 million was recorded in 2009 related to the Rail Group segment.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Our MD&A is presented in the following sections:

• Company Overview

• Executive Summary

• Results of Operations

• Liquidity and Capital Resources

• Contractual Obligations and Commercial Commitments

• Critical Accounting Policies and Estimates

• Recent Accounting Pronouncements

• Forward-Looking Statements

Our MD&A should be read in conjunction with our Consolidated Financial Statements and related Notes in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

Company Overview

Trinity Industries, Inc. headquartered in Dallas, Texas, is a diversified industrial 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 the All Other segment which includes the Company's captive insurance and transportation companies; legal, environmental, and maintenance 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 and containers businesses operate in cyclical industries. Results in our Construction Products and Energy Equipment Groups are subject to seasonal fluctuations with the first quarter historically being the weakest quarter. Railcar sales from the lease fleet are the primary driver of fluctuations in results in the Railcar Leasing and Management Services Group.

Following an extended period of weak demand for new railcars through 2010, demand for new railcars recovered sharply, primarily due to an increase in the shipment of commodities, replacement of older railcars, and federal tax benefits received from taking delivery of railcars in 2011 and 2012. While moderating from the accelerated pace in the first half of 2011, demand conditions and corresponding order levels for new railcars in 2012 continued to be favorable, particularly from the oil, gas, and chemicals industries. Orders for structural wind towers have been slow since mid-2008 when energy development companies encountered tightened credit markets, lower demand for electricity, and heightened competition arising from declining natural gas prices and imports from foreign manufacturers. The slowdown in the commercial construction markets and budgetary constraints at the state level have negatively impacted the results of our Construction Products Group.

We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. Rail Group operating results include certain costs associated with the repositioning of a portion of the Company's production capacity to meet railcar demand. Due to improvements in demand for certain products, we have increased production staff at certain facilities since late 2010. We expect that facilities on non-operating status will be available for future operations to the extent that demand further increases.

Executive Summary

The Company’s revenues for 2012 were $ 3.8 billion , representing an increase of $ 873.6 million or 30% over last year. Operating profit increased to $ 574.8 million compared to $ 426.8 million last year. While all of our business segments reported increases in revenues for the year ended December 31, 2012 when compared to the prior year, the largest contributors to the increase were our Rail, Inland Barge, and Leasing Groups. The increase in revenues in our Rail and Inland Barge Groups was primarily due to higher shipment volumes while the increase in revenues in our Leasing Group was due to higher railcar sales from the lease fleet, increased revenues from lease fleet additions, and an increase in rental rates. Operating profit and margin grew for the year ended December 31, 2012 when compared with the prior year, primarily due to higher shipment levels in our Rail and Inland Barge Groups and from revenue growth in our Leasing Group. Our Construction Products Group experienced a decline in operating margin primarily as a result of competitive pricing pressures and higher operating costs in our Highway Products business. Net income attributable to Trinity Industries, Inc. common stockholders for 2012 increased $ 113.0 million compared to last year.

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Our backlog at December 31, 2012 compared with the prior year was approximately as follows:



	December 31, 2012		December 31, 2011
	(in millions)
Rail Group
External Customers	$	2,867.5	$	1,973.2
Leasing Group	834.7		621.9
	$	3,702.2	$	2,595.1
Inland Barge	$	564.1	$	494.6
Structural wind towers	$	680.3	$	934.3

For the twelve months ended December 31, 2012 , our rail manufacturing businesses received orders for 22,350 railcars. The increase in backlog as of December 31, 2012 reflects the value of orders taken during the year as well as contractual pricing adjustments on long-term orders previously received. Approximately 60% of the railcar backlog is expected to be delivered in the twelve months ending December 31, 2013 with the remainder to be delivered from 2014 through 2016. The orders in our backlog from the Leasing Group are supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. Approximately 83% of our backlog for barges is expected to be delivered in the twelve months ending December 31, 2013 with the remainder to be delivered in 2014. For multi-year barge agreements, deliveries scheduled for 2013 and 2014 are included in the backlog at this time where specific production quantities for future years have been determined. Approximately $ 412.5 million of the structural wind towers backlog is subject to litigation with a structural wind towers customer for the customer’s breach of a long-term supply contract for the manufacture of towers. Approximately 64% of our backlog for structural wind towers not currently subject to litigation is expected to be delivered in 2013 with the remainder contracted for delivery in future years.

Capital expenditures for 2012 were $469.2 million with $352.6 million utilized for lease fleet additions, net of deferred profit of $50.8 million . Capital expenditures for 2013 are projected to be approximately $510.0 million to $595.0 million , including $350.0 million to $400.0 million in net lease fleet additions.

In April 2012, Trinity increased its quarterly dividend by 22% to $0.11 per share and in September 2012, the Company's Board of Directors approved a new $200 million share repurchase program which became effective October 1, 2012 and will expire on December 31, 2014. The new program replaced the Company's previous share repurchase program.

In December 2012, Trinity Rail Leasing 2012 LLC, a Delaware limited liability company ("TRL 2012"), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $333.8 million in aggregate principal amount of Secured Railcar Equipment Notes which are non-recourse to Trinity.

In February 2013, the $475 million TILC warehouse loan facility was extended for an additional six months and now matures in August 2013 . Amounts outstanding at maturity, absent renewal will be payable in three installments in February 2014 , August 2014 , and February 2015 .

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Results of Operations

Years Ended December 31, 2012 , 2011 , and 2010

Overall Summary for Continuing Operations

Revenues



	Year Ended December 31, 2012
	Revenues								Percent Change 2012 versus 2011
	External		Intersegment			Total			Percent Change 2012 versus 2011
	($ in millions)
Rail Group	$	1,512.1	$	500.9		$	2,013.0		57.9	%
Construction Products Group	461.2		22.5			483.7			6.7
Inland Barge Group	675.2		—			675.2			23.1
Energy Equipment Group	506.0		52.6			558.6			18.1
Railcar Leasing and Management Services Group	644.4		2.7			647.1			17.2
All Other	13.0		68.4			81.4			31.7
Eliminations – Lease subsidiary	—		(485.9		)	(485.9		)
Eliminations – Other	—		(161.2		)	(161.2		)
Consolidated Total	$	3,811.9	$	—		$	3,811.9		29.7

	Year Ended December 31, 2011
	Revenues								Percent Change 2011 versus 2010
	External		Intersegment			Total			Percent Change 2011 versus 2010
	($ in millions)
Rail Group	$	931.7	$	343.0		$	1,274.7		144.1	%
Construction Products Group	440.4		12.9			453.3			28.1
Inland Barge Group	548.5		—			548.5			29.9
Energy Equipment Group	454.8		18.0			472.8			12.7
Railcar Leasing and Management Services Group	551.4		0.6			552.0			18.8
All Other	11.5		50.3			61.8			27.4
Eliminations – Lease subsidiary	—		(325.5		)	(325.5		)
Eliminations – Other	—		(99.3		)	(99.3		)
Consolidated Total	$	2,938.3	$	—		$	2,938.3		52.2

	Year Ended December 31, 2010
	Revenues
	External		Intersegment			Total
	($ in millions)
Rail Group	$	289.7	$	232.4		$	522.1
Construction Products Group	333.5		20.5			354.0
Inland Barge Group	422.3		—			422.3
Energy Equipment Group	408.5		11.1			419.6
Railcar Leasing and Management Services Group	464.5		—			464.5
All Other	12.2		36.3			48.5
Eliminations – Lease subsidiary	—		(216.8		)	(216.8		)
Eliminations – Other	—		(83.5		)	(83.5		)
Consolidated Total	$	1,930.7	$	—		$	1,930.7

Our revenues for the years ended December 31, 2012 and 2011 increased from the previous year primarily due to higher shipment volumes in our Rail and Inland Barge Groups while our Leasing Group experienced increased revenue primarily due to higher railcar sales from the lease fleet, increased revenues from lease fleet additions, and higher rental rates.

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Operating Profit (Loss)



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Rail Group	$	199.0		$	77.3		$	1.5
Construction Products Group	44.8			54.9			37.8
Inland Barge Group	124.7			106.4			69.0
Energy Equipment Group	18.2			8.9			35.1
Railcar Leasing and Management Services Group	300.9			254.5			207.0
All Other	(10.2		)	(3.8		)	(11.4		)
Corporate	(51.5		)	(43.6		)	(33.8		)
Eliminations – lease subsidiary	(50.8		)	(28.3		)	(8.4		)
Eliminations – other	(0.3		)	0.5			(2.6		)
Consolidated Total	$	574.8		$	426.8		$	294.2

Our operating profit for the years ended December 31, 2012 and 2011 increased primarily as a result of consistently higher shipment levels in our Rail and Inland Barge groups and from revenue growth and an increase in the net gain on the sales of railcars from our lease fleet in our Leasing Group. For 2012 and 2011, the increased cost of revenues was primarily volume-related and included certain repositioning costs from our Rail Group in 2012. Operating profit in 2011 and 2010 also included flood-related gains of $15.5 million and $5.1 million, respectively, in our Inland Barge Group. Selling, engineering, and administrative expenses as a percentage of revenue decreased to 5.9% for 2012 as compared to 6.6% for 2011 and 8.6% for 2010 .

Other Income and Expense . Other income and expense is summarized in the following table:



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Interest income	$	(1.5	)	$	(1.5	)	$	(1.4	)
Interest expense	194.7			185.3			182.1
Other, net	(4.3		)	4.0			6.8
Consolidated Total	$	188.9		$	187.8		$	187.5

Interest expense in 2012 increased $ 9.4 million over the prior year due to the TRIP Holdings debt refinancing completed in 2011 while interest income was substantially unchanged from the prior year. The decrease in Other, net expense for the year ended December 31, 2012 was primarily due to higher foreign currency translation gains over the prior year. The decrease in Other, net expense for the year ended December 31, 2011 was primarily due to certain expenses in 2010 related to the retirement of the Company's senior notes partially offset by higher foreign currency translation losses in 2011 .

Income Taxes. The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. Federal income tax rate and the Company’s effective income tax rate on income from continuing operations:



	Year Ended December 31,
	2012		2011		2010
Statutory rate	35.0	%	35.0	%	35.0	%
State taxes	2.0		2.1		3.4
Tax settlements	(0.6	)	—		4.8
Changes in tax reserves	(1.4	)	0.4		(10.7	)
Other, net	(0.3	)	1.1		2.5
Effective rate	34.7	%	38.6	%	35.0	%

At December 31, 2012 , the Company, excluding TRIP Holdings, had $103.3 million of Federal consolidated net operating loss carryforwards and tax-effected $5.4 million of state loss carryforwards. The Company has $42.2 million of foreign tax credit carryforwards which will expire between 2014 and 2022 . The Federal net operating loss carryforwards are due to expire between 2028 and 2031 . We have established a valuation allowance for Federal, state, and foreign tax operating losses and credits which may not be realizable. We 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.

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TRIP Holdings had $439.7 million in Federal tax loss carryforwards at December 31, 2012 which are due to expire between 2027 and 2032 . We expect TRIP Holdings to begin utilizing their tax loss carryforwards beginning in 2020 . Because TRIP Holdings files a separate tax return from the Company, its tax loss carryforwards can only be used by TRIP Holdings and cannot be used to offset future taxable income of the Company.

For the year ended December 31, 2012, cash taxes were not substantially different from the current provision for income taxes. In 2011, the current provision for income taxes of $31.7 million exceeded expected cash taxes of $12.1 million related to 2011 income due to additional accruals for uncertain tax positions, refunds of excess payments from prior years, and prior year true ups.

During the year ended December 31, 2012 , we settled our audit with the Internal Revenue Service (“IRS”) for the 2004-2005 tax years. As a result of closing this audit, we recognized a $3.5 million tax benefit in the first quarter, primarily related to favorable claims filed and approved by the IRS in the final audit settlement.

The IRS field work for our 2006-2008 audit cycle has concluded and all issues, except for transfer pricing, have been agreed to and tentatively settled. The transfer pricing issue has been appealed and we are working with both the U.S. and Mexican taxing authorities to coordinate taxation. As we do not control the timing of when our issues will be settled, we cannot determine when the 2006-2008 cycle will close and all issues formally settled and thus when the statute of limitations for years after 2005 will close. In addition, we are currently under IRS audit for the 2009-2011 tax years.

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Segment Discussion

Rail Group



	Year Ended December 31,									Percent Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Revenues:
Rail	$	1,850.5		$	1,105.5		$	391.9		67.4	%	182.1	%
Components	162.5			169.2			130.2			(4.0	)	30.0
Total revenues	2,013.0			1,274.7			522.1			57.9		144.1

Operating costs:
Cost of revenues	1,773.9			1,167.3			489.3			52.0		138.6
Selling, engineering, and administrative costs	40.1			34.0			31.3			17.9		8.6
Property disposition (gains)/losses	—			(3.9		)	—
Operating profit	$	199.0		$	77.3		$	1.5
Operating profit margin	9.9		%	6.1		%	0.3		%

As of December 31, 2012 , 2011, and 2010 our Rail Group backlog of railcars was as follows:



	Year Ended December 31,
	2012		2011		2010
	(in millions)
External Customers	$	2,867.5	$	1,973.2	$	346.6
Leasing Group	834.7		621.9		111.0
Total	$	3,702.2	$	2,595.1	$	457.6

The changes in the number of railcars in the Rail Group backlog are as follows:



	Year Ended December 31,
	2012		2011		2010
Beginning balance	29,000		5,960		2,320
Orders received	22,350		37,105		8,390
Shipments	(19,360	)	(14,065	)	(4,750	)
Ending balance	31,990		29,000		5,960

Total revenues increased $738.3 million for the year ended December 31, 2012 compared to the prior year as a result of an increase in railcar deliveries and an increase in average sales price, resulting from higher overall demand and product mix changes. Total revenues increased $752.6 million for the year ended December 31, 2011 when compared to 2010 as a result of increased railcar deliveries and related components.

Cost of revenues increased $606.6 million for the year ended December 31, 2012 compared to the prior year as a result of increased unit deliveries as well as a larger mix of higher-cost railcars. Production efficiencies and costs were impacted by costs of $ 10.6 million incurred in 2012 to reposition a portion of the Company's production capacity to meet railcar demand. Additionally, the Company incurred capital expenditures of $10.0 million for the year ended December 31, 2012 related to these repositioning efforts. Cost of revenues increased $678.0 million when comparing 2011 with 2010 as a result of increased railcar deliveries.

Unit and price increases as well as product mix change increased total backlog dollars when comparing December 31, 2012 year end to the previous year end. The increase in backlog as of December 31, 2012 also reflects contractual pricing adjustments on long-term orders previously received. The average selling price in the backlog at December 31, 2012 increased as compared to the previous year end due to higher demand and product mix. Backlog increased when comparing 2011 versus 2010 due to favorable demand. The backlog dedicated to the Leasing Group is supported by lease commitments with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

In the year ended December 31, 2012 , railcar shipments included sales to the Leasing Group of $ 485.9 million compared to $ 325.5 million in the comparable period in 2011 , with a deferred profit of $ 50.8 million compared to $ 28.3 million for the same period in 2011 . Results for the year ended December 31, 2010 , included $ 216.8 million in sales to the Leasing Group with a deferred profit of $ 8.4 million . Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation.

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Global Insight, Inc., an independent industry research firm, has estimated in its fourth quarter 2012 report that the average age of the North American freight car fleet is 19.8 years, with 36% older than 25 years and has estimated that North American carload traffic will grow by 1.8% in 2013, with an increase of 3.3% for 2014 and 1.6% for 2015 before slowing to 0.8% in 2016, and 0.7% in 2017.

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.



2013	53,000
2014	62,200
2015	63,100
2016	57,700
2017	55,300

The Leasing Group purchases a portion of our railcar production, financing a portion of the purchase price through a non-recourse warehouse loan facility, and periodically refinances those borrowings through equipment financing transactions. In 2012 , the Leasing Group purchased 28.0% of our railcar production compared to 26.7% in 2011 . On a segment basis, sales to the Leasing Group and related profits are included in the operating results of our Rail Group but are eliminated in consolidation.

Construction Products Group



	Year Ended December 31,									Percent Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Revenues:
Highway Products	$	376.1		$	377.0		$	312.9		(0.2	)%	20.5	%
Aggregates	65.1			45.5			32.1			43.1		41.7
Other	42.5			30.8			9.0			*		*
Total revenues	483.7			453.3			354.0			6.7		28.1

Operating costs:
Cost of revenues	387.0			357.9			280.8			8.1		27.5
Selling, engineering, and administrative costs	52.0			40.8			36.1			27.5		13.0
Property disposition (gains)/losses	(0.1		)	(0.3		)	(0.7		)
Operating profit	$	44.8		$	54.9		$	37.8
Operating profit margin	9.3		%	12.1		%	10.7		%

* not meaningful

Revenues increased for the year ended December 31, 2012 compared to the same period last year due primarily to higher Aggregate volumes and increased sales in other product lines. Revenues increased for the year ended December 31, 2011 compared to the same period in 2010 primarily due to higher volumes in all product lines.

For the year ended December 31, 2012 , operating profit and operating profit margin decreased compared to the same period last year primarily due to lower operating profit from our Highway Products business related to competitive pricing pressures and higher operating costs offset partially by improved operating efficiencies in our Aggregates business. Selling, engineering, and administrative costs increased for 2012 when compared to 2011 due to higher legal and compensation costs. Operating profit and operating profit margin increased for the year ended December 31, 2011 compared to the same period in 2010 due to lower operating costs relative to revenues as a result of higher Highway Products and Aggregates sales volumes.

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Inland Barge Group



	Year Ended December 31,									Percent Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Revenues	$	675.2		$	548.5		$	422.3		23.1	%	29.9	%

Operating costs:
Cost of revenues	538.9			445.0			350.3			21.1		27.0
Selling, engineering, and administrative costs	15.4			14.7			12.7			4.8		15.7
Property disposition (gains)/losses	(3.8		)	(17.6		)	(9.7		)
Operating profit	$	124.7		$	106.4		$	69.0
Operating profit margin	18.5		%	19.4		%	16.3		%

Revenues and operating costs increased for the year ended December 31, 2012 compared to the same period in the prior year due to higher volumes of hopper and tank barges, and a change in the mix of barge types. Hopper barge volume primarily increased, when compared to the prior year due to the recovery from the 2011 flood at our Missouri manufacturing facility. Higher cost of revenues due to increased shipping volumes was partially offset by improved efficiencies related to higher tank barge production when comparing 2012 to 2011. Operating costs for the year ended December 31, 2012 included a $3.4 million net gain from sales of barges previously included in property, plant, and equipment that were under lease to third-party customers.

Revenues and operating costs increased for the year ended December 31, 2011 compared to the same period in in 2010 due to higher volumes of tank barges and a change in the mix of tank barge types. As with 2012, we experienced improved efficiencies related to higher tank barge production in 2011 as compared with 2010.

A summary of the impact on operating profit of floods at two of our manufacturing facilities follows:



	Impact to Operating Profit as a Result of Floods Benefit (Cost)
	Year Ended December 31,
	2012		2011			2010
	(in millions)
Tennessee flood - May 2010
Costs, net of insurance advances related to damages and lost productivity	$	—	$	—		$	(4.6	)
Insurance proceeds related to business interruption	—		6.5			—
Gain on disposition of damaged property, plant, and equipment	—		0.6			9.7
	—		7.1			5.1
Missouri flood - May 2011
Costs, net of insurance advances related to damages and lost productivity	—		(8.6		)	—
Gain on disposition of damaged property, plant, and equipment	0.4		17.0			—
	0.4		8.4			—
Combined net effect of both floods	$	0.4	$	15.5		$	5.1

As of December 31, 2012 , the backlog for the Inland Barge Group was approximately $ 564.1 million compared to approximately $ 494.6 million as of December 31, 2011 . For multi-year barge agreements, deliveries scheduled for 2013 and 2014 are included in the backlog at this time where specific production quantities for future years have been determined.

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Energy Equipment Group



	Year Ended December 31,									Percent Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Revenues:
Structural wind towers	$	262.4		$	245.2		$	252.1		7.0	%	(2.7	)%
Other	296.2			227.6			167.5			30.1		35.9
Total revenues	558.6			472.8			419.6			18.1		12.7

Operating costs:
Cost of revenues	510.3			432.1			360.7			18.1		19.8
Selling, engineering, and administrative costs	30.8			31.8			25.9			(3.1	)	22.8
Property disposition (gains)/losses	(0.7		)	—			(2.1		)
Operating profit	$	18.2		$	8.9		$	35.1
Operating profit margin	3.3		%	1.9		%	8.4		%

Revenues for the year ended December 31, 2012 increased compared to the same period in 2011 as a result of higher structural wind towers shipments and increased demand for containers, tank heads, and utility structures. Cost of revenues for the year ended December 31, 2012 increased at a lesser rate than revenues compared to 2011 as the manufacturing challenges which negatively impacted 2011 results improved. Revenues for the year ended December 31, 2011 increased compared to the same period in 2010 as a result of higher shipments of containers and tank heads offsetting lower structural wind tower shipments. Cost of revenues for the year ended December 31, 2011 increased at a greater rate than revenues compared to the same period in 2010 primarily due to transition issues arising from changes in product mix in the structural wind towers business as well as competitive pricing pressures on structural wind towers.

As of December 31, 2012 , the backlog for structural wind towers was approximately $ 680.3 million compared to approximately $ 934.3 million as of December 31, 2011 . Approximately $ 412.5 million of this backlog is subject to litigation with a customer for the customer’s breach of a long-term supply contract for the manufacture of towers.

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Railcar Leasing and Management Services Group



	Year Ended December 31,									Percentage Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	409.8		$	375.1		$	345.4		9.3	%	8.6	%
Railcar sales	118.6			59.4			3.1			*		*
	528.4			434.5			348.5			21.6		24.7
TRIP Holdings:
Leasing and management	118.7			117.5			116.0			1.0		1.3
Railcar sales	—			—			—			—		—
	118.7			117.5			116.0			1.0		1.3
Total revenues	$	647.1		$	552.0		$	464.5		17.2		18.8
Operating Profit:
Wholly-owned subsidiaries:
Leasing and management	$	175.2		$	156.3		$	131.7
Railcar sales:
Railcars owned one year or less at the time of sale	24.8			13.2			0.2
Railcars owned more than one year at the time of sale	32.8			11.8			6.6
	232.8			181.3			138.5
TRIP Holdings:
Leasing and management	67.4			68.8			68.5
Railcar sales:
Railcars owned one year or less at the time of sale	—			—			—
Railcars owned more than one year at the time of sale	0.7			4.4			—
	68.1			73.2			68.5
Total operating profit	$	300.9		$	254.5		$	207.0
Operating profit margin:
Leasing and management	45.9		%	45.7		%	43.4		%
Railcar sales	*			*			*
Total operating profit margin	46.5			46.1			44.6

Depreciation, interest, and rent expense ⁽¹⁾ :
Depreciation expense	$	120.5		$	115.7		$	112.6
Rent expense	$	50.9		$	48.6		$	48.6
Interest expense:
Wholly-owned subsidiaries	$	101.2		$	101.3		$	91.7
TRIP Holdings:
External	60.0			53.1			46.9
Intercompany	13.1			6.4			—
	73.1			59.5			46.9
Total interest expense	$	174.3		$	160.8		$	138.6

Fleet utilization:
Wholly-owned subsidiaries	98.4		%	99.3		%	99.3		%
TRIP Holdings	99.2		%	99.9		%	99.9		%
Total fleet	98.6		%	99.5		%	99.4		%

* Not meaningful

⁽¹⁾ Depreciation and rent expense are components of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 of the Notes to Consolidated Financial Statements.

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Total revenues increased for the year ended December 31, 2012 compared to the prior year primarily due to increased railcar sales from the lease fleet, increased revenues related to additions to the lease fleet and higher rental rates. Total revenues increased for the year ended December 31, 2011 compared to 2010 primarily due to increased railcar sales from the lease fleet, as well as rental revenues related to additions to the lease fleet and higher rental rates.

Operating profit increased $46.4 million for the year ended December 31, 2012 compared to the prior year due to profit from lease fleet sales. In addition, lease fleet additions and higher rental rates more than offset increased depreciation and rent expense for the year ended December 31, 2012 when compared to the prior year. Interest expense increased during 2012 compared with 2011 due to the refinancing of the TRIP warehouse loan in 2011. Operating profit increased for the year ended December 31, 2011 compared to 2010 due to profit from railcar sales, rental revenues related to additions to the lease fleet, and higher rental rates. Interest expense increased for 2011 compared with 2010 due to the issuance of additional debt in 2010 and the refinancing of the TRIP warehouse loan in 2011.

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. After initial financing, the Leasing Group generally obtains long-term financing for the railcars in the lease fleet through non-recourse asset-backed securities, long-term non-recourse operating leases pursuant to sales/leaseback transactions, or long-term recourse debt such as equipment trust certificates. See Financing Activities .

Information regarding the Leasing Group’s lease fleet as of December 31, 2012 follows:



	No. of cars	Average age	Average remaining lease term
Wholly-owned subsidiaries	57,000	7.1	3.3
TRIP Holdings	14,455	5.3	3.1
Total fleet	71,455	6.7	3.3

All Other



	Year Ended December 31,									Percent Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Revenues	$	81.4		$	61.8		$	48.5		31.7	%	27.4	%

Operating costs:
Cost of revenues	86.8			61.8			55.6			40.5		11.2
Selling, engineering, and administrative costs	5.2			5.8			5.3			(10.3	)	9.4
Property disposition (gains)/losses	(0.4		)	(2.0		)	(1.0		)
Operating loss	$	(10.2	)	$	(3.8	)	$	(11.4	)

The increases in revenues for the years ended December 31, 2012 and 2011 compared to the prior years were primarily due to increases in sales by our transportation company. The increase in operating loss for the year December 31, 2012 was primarily due to higher claim costs related to our captive insurance company, higher environmental and legal reserves, and higher gains in 2011 from property dispositions. Operating losses decreased for the year ended December 31, 2011 compared to the same period in 2010 due to higher transportation sales volume.

Corporate



	Year Ended December 31,									Percent Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Operating costs	$	(51.5	)	$	(43.6	)	$	(33.8	)	18.1	%	29.0	%

The increase in operating costs for the years ended December 31, 2012 and 2011 compared with the prior year is due to higher incentive and deferred compensation costs and an increase in certain legal reserves.

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Liquidity and Capital Resources

Cash Flows

The following table summarizes our cash flows from operating, investing, and financing activities for each of the last three years:



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Total cash provided by (required by):
Operating activities	$	527.4		$	110.9		$	170.5
Investing activities	(311.4		)	(85.0		)	(308.2		)
Financing activities	5.9			(28.8		)	(120.1		)
Net increase (decrease) in cash and cash equivalents	$	221.9		$	(2.9	)	$	(257.8	)

2012 compared with 2011

Operating Activities . Net cash provided by operating activities for the year ended December 31, 2012 was $527.4 million compared to net cash provided by operating activities of $110.9 million for the year ended December 31, 2011 . Cash flow provided by operating activities increased due to higher operating profits in 2012 , a lower increase in inventories in 2012 compared with 2011 , and an increase in accrued liabilities for the year ended December 31, 2012 .

Receivables at December 31, 2012 increased by $ 2.7 million or 0.7% since December 31, 2011 , primarily due to higher receivables from the Rail Group partially offset by lower receivables from our Inland Barge and Energy Equipment Groups. At December 31, 2012 , one customer’s net receivable balance in our Energy Equipment Group, all within terms, accounted for 21% of the consolidated net receivables balance outstanding. Raw materials inventory at December 31, 2012 increased by $ 85.8 million or 26.9% since December 31, 2011 primarily attributable to higher levels in our Rail Group required to meet production demands. Finished goods inventory at December 31, 2012 increased by $ 22.0 million or 22.1% since December 31, 2011 primarily attributable to higher levels of production in our Energy Equipment Group. Accounts payable decreased slightly while accrued liabilities increased by $ 125.5 million or 29.8% from December 31, 2011 due primarily to customer advance payments received by our Rail Group. We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivable and inventory.

Investing Activities. Net cash required by investing activities for the year ended December 31, 2012 was $311.4 million compared to $85.0 million for the year ended December 31, 2011 . Capital expenditures for the year ended December 31, 2012 were $ 469.2 million , of which $ 352.6 million were for additions to the lease fleet. This compares to $ 335.6 million of capital expenditures for the same period last year, of which $ 258.6 million were for additions to the lease fleet. Full-year manufacturing capital expenditures for 2013 are projected to range between $ 160.0 million and $ 195.0 million . We expect our net investment in the lease fleet to range between $ 350.0 million and $ 400.0 million for 2013 after taking into account the proceeds from railcar sales from the lease fleet. Proceeds from the sale of property, plant, and equipment and other assets totaled $ 201.4 million for the year ended December 31, 2012 , including railcar sales from the lease fleet owned more than one year at the time of sale totaling $ 126.3 million . This compares to $ 136.8 million for the same period in 2011 , including railcar sales from the lease fleet owned more than one year at the time of sale totaling $ 60.6 million . Net cash required related to acquisitions amounted to $46.2 million and $42.5 million for the years ended December 31, 2012 and 2011, respectively.

Financing Activities. Net cash provided by financing activities during the year ended December 31, 2012 was $5.9 million compared to $28.8 million of cash required by financing activities for the same period in 2011 . During the year ended December 31, 2012 , we retired $ 378.4 million in debt principally consisting of repayments of the TILC warehouse loan facility. During the year ended December 31, 2011 , we retired $ 1,112.3 million in debt principally consisting of repayment of the TRIP Warehouse Loan. We borrowed $ 443.8 million during the year ended December 31, 2012 , net of $5.2 million of deferred loan costs, primarily from the issuance by TRL 2012 of $333.8 million in Secured Railcar Equipment Notes, as further described below, and from advances under our TILC warehouse loan facility. During the year ended December 31, 2011 , we borrowed $ 1,143.3 million , primarily consisting of $920.0 million raised to refinance the TRIP Warehouse Loan, with the remainder primarily from our TILC warehouse loan facility. Additionally, we repurchased shares of the Company’s stock under a share repurchase program as described further below. We intend to use our cash and committed credit facilities to fund the operations, expansions, and growth initiatives of the Company.

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2011 compared with 2010

Operating Activities. Net cash provided by operating activities for the year ended December 31, 2011 was $110.9 million compared to $170.5 million of net cash provided by operating activities for the same period in 2010 . Cash flow provided by operating activities decreased primarily due to an overall increase in accounts receivable and inventories in 2011 compared with 2010 partially offset by higher operating profits in 2011 .

Accounts receivables at December 31, 2011 increased by $ 150.3 million or 65% since December 31, 2010 primarily due to higher receivables from the Rail and Energy Equipment Groups. Raw materials inventory at December 31, 2011 increased by $ 150.1 million or 89% since December 31, 2010 primarily attributable to higher levels in our Rail and Inland Barge Groups required to meet production demands. Finished goods inventory at December 31, 2011 increased by $ 20.9 million or 27% since December 31, 2010 primarily attributable to our Rail and Construction Products Groups. Accounts payable increased by $ 74.9 million or 56% since December 31, 2010 primarily due to higher production levels in the business groups mentioned. Accrued liabilities decreased by $ 11.5 million or 3% from December 31, 2010 . We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivables and inventory.

Investing Activities. Net cash required by investing activities for the year ended December 31, 2011 was $85.0 million compared to $308.2 million for the year ended December 31, 2010 . Investments in short-term marketable securities decreased by $ 158.0 million during the year ended December 31, 2011 compared to an increase of $ 88.0 million during the year ended December 31, 2010 . Capital expenditures for the year ended December 31, 2011 were $ 335.6 million , of which $ 258.6 million were for net additions to the lease fleet and $ 29.4 million were for replacement of flood-damaged property. This compares to $ 252.8 million of capital expenditures for the same period in 2010, of which $ 213.8 million were for net additions to the lease fleet and $ 12.0 million were for replacement of flood-damaged property. Proceeds from the sale of property, plant, and equipment and other assets were $ 136.8 million for the year ended December 31, 2011 , comprised primarily of railcar sales from the lease fleet totaling $ 60.6 million , and proceeds from the disposition of flood-damaged property, plant and equipment of $ 23.3 million . Proceeds from the sale of property, plant, and equipment and other assets were $ 52.6 million for the year ended December 31, 2010 , comprised primarily of railcar sales from the lease fleet totaling $ 33.6 million and proceeds from the disposition of flood-damaged property, plant and equipment of $ 12.0 million . Net cash required related to acquisitions amounted to $ 42.5 million and $ 47.9 million for the years ended December 31, 2011 and 2010 , respectively.

Financing Activities. Net cash required by financing activities for the years ended December 31, 2011 and 2010 was $28.8 million and $120.1 million , respectively. During the year ended December 31, 2011 we borrowed $ 1,143.3 million , primarily consisting of $920.0 million to refinance the TRIP Warehouse Loan, with the remainder primarily from borrowings under our TILC warehouse loan facility. During the year ended December 31, 2011 , we retired $ 1,112.3 million in debt principally consisting of the repayment of the TRIP Warehouse Loan. During the comparable prior year period, Trinity Rail Leasing 2010 LLC (“TRL 2010”) issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes which are non-recourse to Trinity. A portion of the proceeds from the TRL 2010 financing was used to retire, in full, our 6.5% Senior Notes due March 2014 and repay a portion of our borrowings under our TILC warehouse loan facility. Debt retirements during 2010 totaled $ 363.5 million including $ 40.0 million in debt assumed as a result of the Quixote acquisition. We also purchased an additional equity interest in TRIP Holdings from one of its other investors for $ 28.6 million in the comparable prior year period. Restricted cash increased by $ 33.2 million during 2011 .

Other Financing Activities

At December 31, 2012 and for the two year period then ended, there were no borrowings under our $425.0 million revolving credit facility that matures on October 20, 2016 . Interest on the revolving credit facility is calculated at Libor plus 1.50% basis points or prime plus 0.50% basis points. After subtracting $68.6 million for letters of credit outstanding, $356.4 million was available under the revolving credit facility as of December 31, 2012 .

The $475.0 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $173.6 million outstanding and $301.4 million available as of December 31, 2012 . The warehouse loan is a non-recourse obligation secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.25% at December 31, 2012 . In February 2013, the warehouse loan facility was extended for an additional six months and now matures in August 2013 . Amounts outstanding at maturity, absent renewal, will be payable in three installments in February 2014 , August 2014 , and February 2015 .

In December 2012 , TRL 2012 issued $145.4 million in aggregate principal amount of Series 2012 -1 Class A-1 Secured Railcar Equipment Notes (the " 2012 Class A-1 Notes") and $188.4 million in aggregate principal amount of Series 2012 -1 Class A-2

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Secured Railcar Equipment Notes (the " 2012 Class A-2 Notes"), of which $145.4 million and $188.4 million , respectively, were outstanding as of December 31, 2012 . The 2012 Class A-1 Notes and the 2012 Class A-2 notes were issued pursuant to an Indenture, dated as of December 19, 2012 between TRL 2012 and Wilmington Trust Company, as indenture trustee. The 2012 Class A-1 Notes bear interest at a fixed rate of 2.27% , are payable monthly, and have a stated final maturity date of January 15, 2043 . The 2012 Class A-2 Notes bear interest at a fixed rate of 3.53% , are payable monthly, and have a stated final maturity date of January 15, 2043 . The 2012 Secured Railcar Equipment Notes are obligations of TRL 2012 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2012 .

In September 2012 , the Company’s Board of Directors authorized a new $ 200.0 million share repurchase program, effective October 1, 2012 , which expires on December 31, 2014 . The new program replaces the Company's prior program which expired on September 30, 2012 . During the year ended December 31, 2012 , the Company repurchased 1,834,221 shares under the prior program at a cost of $ 45.2 million . No shares were repurchased under the prior program during the year ended December 31, 2011.

Equity Investment

See Note 6 of the Notes to Consolidated Financial Statements for information about the investment in TRIP Holdings.

Future Operating Requirements

We expect to finance future operating requirements with cash on hand, cash flows from operations, and, depending on market conditions, short-term and long-term debt, and equity. Debt instruments that the Company has utilized include its revolving credit facility, the TILC 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, 2012 , the Company had unrestricted cash balances of $573.0 million , $356.4 million available under its revolving credit facility, and $301.4 million available under its TILC warehouse facility. The Company believes it has access to adequate capital resources to fund operating requirements and is an active participant in the credit markets.

Off Balance Sheet Arrangements

See Note 5 of the Notes to Consolidated Financial Statements for information about off balance sheet arrangements.

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Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative 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 instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. 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 the credit ratings of its counterparties and does not anticipate losses due to counterparties' non-performance. See Note 3 of the Notes to Consolidated Financial Statements for discussion of how the Company valued its commodity hedges and interest rate swaps at December 31, 2012 . See Note 11 of the Notes to Consolidated Financial Statements for a description of the Company's debt instruments.

Interest rate hedges



					Included in accompanying balance sheet at December 31, 2012
	Notional Amount		Interest Rate ⁽¹⁾		Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2006 secured railcar equipment notes	$	200.0	4.87	%	$	—	$	(1.9	)	$	—
Promissory notes	$	370.0	5.34	%	$	—	$	7.2		$	—
TRIP Holdings	$	788.5	3.60	%	$	—	$	19.9		$	14.9
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	78.4	2.62	%	$	5.2	$	2.9		$	2.2
Promissory notes	$	443.8	4.13	%	$	37.6	$	34.9		$	—


⁽¹⁾	Weighted average fixed interest rate



	Effect on interest expense-increase/(decrease)
	Year Ended December 31,									Expected effect during next twelve months ⁽¹⁾
	2012			2011			2010			Expected effect during next twelve months ⁽¹⁾
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	(0.3	)	$	(0.4	)	$	(0.4	)	$	(0.3	)
Promissory notes	$	3.3		$	3.5		$	3.8		$	3.1
TRIP Holdings	$	6.0		$	17.4		$	29.3		$	5.6
Open hedges ⁽²⁾ :
TILC Warehouse	$	—		$	—		$	0.5		$	—
TRIP Master Funding secured railcar equipment notes	$	2.0		$	1.1		$	—		$	1.8
Promissory notes	$	18.4		$	19.6		$	19.7		$	16.7


⁽¹⁾	Based on fair value as of December 31, 2012


⁽²⁾	Cash flows related to open hedges are included as change in accrued liabilities in the Consolidated Statements of Cash Flows

During 2005 and 2006 , we entered into interest rate swap derivatives in anticipation of issuing our 2006 Secured Railcar Equipment Notes. These derivative instruments, with a notional amount of $200.0 million , were settled in 2006 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are 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

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related debt issuance closed in 2006 . The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

During 2006 and 2007 , we entered into interest rate swap derivatives in anticipation of issuing our Promissory Notes. These derivative instruments, with a notional amount of $370.0 million , were settled in 2008 and fixed the interest rate on a portion of the related debt issuance. These derivative instrument transactions are being 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 in 2008 . The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

During 2008 , we entered into interest rate swap transactions, with a notional amount of $200.0 million , which were being used to hedge our exposure to changes in the variable interest rate associated with our TILC warehouse facility. The effect on interest expense included the mark-to-market valuation on the interest rate swap transactions and monthly interest settlements. These interest rate hedges expired during the fourth quarter of 2010 .

In 2008 , we entered into an interest rate swap derivative instrument, expiring in 2015 , to fix the variable Libor component of the Promissory Notes. This derivative instrument transaction is being accounted for as a cash flow hedge. The effect on interest expense results primarily from monthly interest settlements.

Between 2007 and 2009 , TRIP Holdings, as required by the TRIP Warehouse Loan, entered into interest rate swap derivatives, all of which qualified as cash flow hedges, to reduce the effect of changes in variable interest rates in the TRIP Warehouse Loan. In July 2011 , these interest rate hedges were terminated in connection with the refinancing of the TRIP Warehouse Loan. Balances included in AOCL at the date the hedges were terminated are being amortized over the expected life of the new debt with $5.6 million of additional interest expense expected to be recognized during the twelve months following December 31, 2012 . Also in July 2011 , TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap derivative instrument, expiring in 2021 , with a notional amount of $94.1 million to reduce the effect of changes in variable interest rates associated with the Class A-1b notes of the TRIP Master Funding secured railcar equipment notes. The effect on interest expense results primarily from monthly interest settlements.

See Note 11 of the Notes to Consolidated Financial Statements regarding the related debt instruments.

Other Derivatives



	Effect on operating income - increase/(decrease)
	Year Ended December 31,
	2012			2011		2010
	(in millions)
Fuel hedges ⁽¹⁾
Effect of mark-to-market valuation	$	0.4		$	0.0	$	0.0
Settlements	0.0			0.4		(0.1		)
	$	0.4		$	0.4	$	(0.1	)
Foreign exchange hedges ⁽²⁾	$	(0.4	)	$	0.1	$	(0.9	)


⁽¹⁾	Included in cost of revenues in the accompanying consolidated statement of operations


⁽²⁾	Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

We maintain 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, 2012 for these instruments was not significant.

Foreign exchange hedge

We enter 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, 2012 .

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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 $102.4 million as of December 31, 2012 as compared to $74.2 million as of December 31, 2011. The change was primarily due to a 115 basis point reduction in the obligation discount rate assumption. We continue to sponsor an employee savings plan under the existing 401(k) plan that covers substantially all employees and includes both a company matching contribution and an annual retirement contribution of up to 3% each of eligible compensation based on our performance, as well as a Supplemental Profit Sharing Plan. Both the annual retirement contribution and the company matching contribution are discretionary, requiring board approval, and made annually with the investment of the funds directed by the participants.

Employer contributions for the year ending December 31, 2013 are expected to be $18.9 million for the defined benefit plans compared to $17.3 million contributed during 2012. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2013 are expected to be $11.9 million compared to $9.3 million during 2012.

Contractual Obligation and Commercial Commitments

As of December 31, 2012 , we had the following contractual obligations and commercial commitments:



			Payments Due by Period
Contractual Obligations and Commercial Commitments	Total		1 Year or Less		2-3 Years		4-5 Years		After 5 Years
	(in millions)
Debt and capital lease obligations:
Debt:
Parent and wholly-owned subsidiaries, excluding unamortized debt discount	$	2,237.8	$	95.0	$	338.7	$	502.8	$	1,301.3
TRIP Holdings	858.9		41.0		137.0		49.7		631.2
Capital lease obligations	45.8		2.9		6.4		7.2		29.3
Interest	1,035.8		166.6		285.8		215.1		368.3
	4,178.3		305.5		767.9		774.8		2,330.1

Operating leases	11.8		3.9		4.7		2.0		1.2
Obligations for purchase of goods and services ¹	649.6		630.1		14.8		4.7		—
Letters of credit	69.5		66.7		2.8		—		—
Leasing Group - operating leases related to sale/leaseback transactions	627.8		58.5		113.3		106.8		349.2
Other	17.5		14.9		1.8		0.8		—
Total	$	5,554.5	$	1,079.6	$	905.3	$	889.1	$	2,680.5

¹ Includes $567.1 million in purchase obligations for raw materials and components principally by the Rail, Inland Barge, and Energy Equipment Groups.

As of December 31, 2012 and 2011 , we had $59.0 million and $65.8 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. See Note 13 of the Notes to Consolidated Financial Statements.

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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 U.S. 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 an analysis of inventory at the business unit level on a quarterly basis and the recording of 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.

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-based test for each unit with recorded goodwill. 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. As of December 31, 2012 , 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 1 of the Notes to Consolidated Financial Statements for further explanation.

Given the uncertainties of the economy and its potential impact on our businesses, there can be no assurance that our estimates and assumptions regarding the fair value of our reporting units, 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.

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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

The Company is involved in claims and lawsuits incidental to our business. Based on information currently available with respect to such claims and lawsuits, including information on claims and lawsuits as to which the Company is aware but for which the Company has not been served with legal process, it is management's opinion that the ultimate outcome of all such claims and litigation, 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.

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.

Income Taxes

The Company accounts for income taxes under the asset and liability method prescribed by ASC 740. See Note 13 in the Notes to Consolidated Financial Statements. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and other tax attributes using currently enacted tax rates. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Management is required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for the appropriate tax jurisdictions to determine the amount of such deferred tax assets and liabilities. Changes in the calculated deferred tax assets and liabilities may occur in certain circumstances, including statutory income tax rate changes, statutory tax law changes, changes in the anticipated timing of recognition of deferred tax assets and liabilities or changes in the structure or tax status of the Company. The Company assesses whether a valuation allowance should be established against its deferred tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses; a forecast of future profitability; the duration of statutory carryback and carryforward periods; the Company's experience with tax attributes expiring unused; and tax planning alternatives.

At times, we may claim tax benefits that may be challenged by a tax authority. We recognize tax benefits only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in our tax returns that do not meet these recognition and measurement standards.

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Pensions

The Company sponsors defined benefit plans which provide retirement income and death benefits for certain eligible employees. The Company's pension costs and liabilities are primarily determined using actuarial assumptions regarding the long-term rate of return on plan assets and the discount rate used to determine the present value of future benefit obligations. The compensation increase rate assumption pertains solely to the pension plan of the Company's Inland Barge segment as the accrued benefits of the Company's remaining pension plans were frozen in 2009. Pension assumptions are reviewed annually by outside actuaries and the Company's management. These actuarial assumptions are summarized in the following table:



	Year Ended December 31,
	2012		2011		2010
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate	4.25	%	5.40	%	5.90	%
Compensation increase rate	4.00	%	3.00	%	3.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate	5.40	%	5.90	%	6.10	%
Long-term rate of return on plan assets	7.75	%	7.75	%	7.75	%
Compensation increase rate	3.00	%	3.00	%	3.00	%

The obligation discount rate assumption is determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans' projected benefit payments. 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. The effect of a change in either of these assumptions on the net retirement cost for the year ended December 31, 2012 and on the projected benefit obligations at December 31, 2012 is summarized as follows:



	Effect on Net Retirement Cost for the Year Ended December 31, 2012			Effect on Projected Benefit Obligations at December 31, 2012
Assumptions:	Increase/(decrease) (in millions)
Obligation discount rate:
Increase of 50 basis points	$	(0.5	)	$	(29.0	)
Decrease of 50 basis points	$	0.5		$	32.3
Long-term rate of return on plan assets:
Increase of 50 basis points	$	(1.5	)	$	—
Decrease of 50 basis points	$	1.5		$	—

Recent Accounting Pronouncements

See Note 1 of the Notes to Consolidated Financial Statements for information about recent accounting pronouncements.

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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 Securities and Exchange Commission (“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 products are sold, used, or installed;


•	naturally-occurring events and disasters causing disruption to our manufacturing, product deliveries, and production capacity, thereby giving rise to an increase in expenses, loss of revenue, and property losses;


•	the timing of introduction of new products;


•	the timing and delivery 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 steel, component parts, supplies and other 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 emerging economies;


•	costs and results of litigation; and


•	legal, regulatory, and environmental issues.

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.

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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 23.8% of our total debt as of December 31, 2012 . If interest rates average one percentage point more in fiscal year 2013 than they did during 2012 , our interest expense would increase by $2.5 million, after considering the effects of interest rate hedges. In comparison, at December 31, 2011 , we estimated that if interest rates averaged one percentage point more in fiscal year 2012 than they did during 2011 , our interest expense would increase by $3.9 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, 2012 and 2011 . A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $227.7 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $263.5 million.

Trinity uses derivative instruments to mitigate the impact of increases in natural gas and diesel fuel prices. Existing hedge transactions as of December 31, 2012 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, 2012 and December 31, 2011 the effect on the consolidated balance sheets was insignificant. The effect on the consolidated statement of operations for the year ended December 31, 2012 was operating income of $0.4 million, and for the year ended December 31, 2011 was operating income of $0.2 million. We estimate that the impact to earnings and the balance sheet that could result from hypothetical price changes of up to 10% is not significant based on hedge positions at December 31, 2012 .

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, 2012 was $222.7 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.

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Item 8. Financial Statements

Trinity Industries, Inc.

Index to Financial Statements



	Page
Report of Independent Registered Public Accounting Firm	43
Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010	44
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011, and 2010	45
Consolidated Balance Sheets as of December 31, 2012 and 2011	46
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010	47
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2011, and 2010	48
Notes to Consolidated Financial Statements	49

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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, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, cash flows and stockholders' equity for each of the three years in the period ended December 31, 2012. 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, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

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, 2012, 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 21, 2013 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 21, 2013

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Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations



	Year Ended December 31,
	2012			2011			2010
	(in millions, except per share amounts)
Revenues:
Manufacturing	$	3,167.5		$	2,386.9		$	1,466.2
Leasing	644.4			551.4			464.5
	3,811.9			2,938.3			1,930.7
Operating costs:
Cost of revenues:
Manufacturing	2,649.9			2,039.3			1,236.3
Leasing	350.3			290.3			244.0
Other	51.3			27.9			10.9
	3,051.5			2,357.5			1,491.2
Selling, engineering, and administrative expenses:
Manufacturing	143.4			127.1			111.4
Leasing	29.4			23.4			20.1
Other	51.3			43.5			33.9
	224.1			194.0			165.4
Gains on disposition of property, plant, and equipment:
Net gains on railcar lease fleet sales	33.5			16.2			6.6
Disposition of flood-damaged property, plant, and equipment	0.4			17.6			9.7
Other	4.6			6.2			3.8
	38.5			40.0			20.1

Total operating profit	574.8			426.8			294.2
Other (income) expense:
Interest income	(1.5		)	(1.5		)	(1.4		)
Interest expense	194.7			185.3			182.1
Other, net	(4.3		)	4.0			6.8
	188.9			187.8			187.5
Income from continuing operations before income taxes	385.9			239.0			106.7
Provision (benefit) for income taxes:
Current	7.7			31.7			(31.2		)
Deferred	126.3			60.5			68.5
	134.0			92.2			37.3
Net income from continuing operations	251.9			146.8			69.4
Income (loss) from discontinued operations, net of provision (benefit) for income taxes of $1.1, $(0.4), and $3.6	1.8			(1.1		)	6.0
Net income	253.7			145.7			75.4
Net income (loss) attributable to noncontrolling interest	(1.5		)	3.5			8.0
Net income attributable to Trinity Industries, Inc.	$	255.2		$	142.2		$	67.4
Net income (loss) attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	3.18		$	1.78		$	0.77
Discontinued operations	0.02			(0.01		)	0.08
	$	3.20		$	1.77		$	0.85
Diluted:
Continuing operations	$	3.17		$	1.78		$	0.77
Discontinued operations	0.02			(0.01		)	0.08
	$	3.19		$	1.77		$	0.85
Weighted average number of shares outstanding:
Basic	77.3			77.5			76.8
Diluted	77.5			77.8			77.0
Dividends declared per common share	$	0.42		$	0.35		$	0.32

See accompanying notes to consolidated financial statements.

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Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Net income	$	253.7		$	145.7		$	75.4
Other comprehensive income (loss):
Unrealized loss on derivative financial instruments:
Unrealized gain (loss) arising during the period, net of tax expense (benefit) of $4.2, $(1.9), and $(10.4)	7.2			(3.9		)	(18.5		)
Reclassification adjustments for losses included in net income, net of tax expense of $3.2, $2.3, and $1.3	5.8			4.1			2.1
Currency translation adjustment – reclassification adjustment for loss included in net income, net of tax expense of $0.4, $0.0, and $0.0	0.6			0.0			0.0
Net actuarial gains (losses) of defined benefit plans:
Unrealized gain (loss) arising during the period, net of tax expense (benefit) of $(17.8), $(17.5), and $4.4	(30.3		)	(29.8		)	7.5
Amortization of net actuarial loss, net of tax expense of $1.1, $0.6, and $0.8	2.2			1.2			1.2
Other, net of tax benefit of $-, $-, and $0.7	—			—			1.1
	(14.5		)	(28.4		)	(6.6		)
Comprehensive income	239.2			117.3			68.8
Less: comprehensive income (loss) attributable to noncontrolling interest	0.1			3.6			(1.1		)
Comprehensive income attributable to Trinity Industries, Inc.	$	239.1		$	113.7		$	69.9

See accompanying notes to consolidated financial statements.

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Trinity Industries, Inc. and Subsidiaries

Consolidated Balance Sheets



	December 31, 2012			December 31, 2011
	(in millions)
ASSETS
Cash and cash equivalents	$	573.0		$	351.1
Receivables, net of allowance for doubtful accounts of $4.6 and $8.3	390.0			385.9
Inventories:
Raw materials and supplies	405.3			319.5
Work in process	140.9			125.6
Finished goods	121.5			99.5
	667.7			544.6
Restricted cash, including TRIP Holdings of $50.3 and $74.6	223.2			240.3
Property, plant, and equipment, at cost, including TRIP Holdings of $1,272.4 and $1,257.7	5,642.0			5,336.8
Less accumulated depreciation, including TRIP Holdings of $153.8 and $122.7	(1,343.0		)	(1,177.7		)
	4,299.0			4,159.1
Goodwill	240.4			219.5
Assets held for sale and discontinued operations	27.9			32.5
Other assets	248.7			188.0
	$	6,669.9		$	6,121.0
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	188.2		$	207.4
Accrued liabilities	583.1			421.3
Debt:
Recourse, net of unamortized discount of $87.5 and $99.8	458.1			455.0
Non-recourse:
Parent and wholly-owned subsidiaries	1,738.0			1,616.0
TRIP Holdings	858.9			901.2
	3,055.0			2,972.2
Deferred income	44.5			38.7
Deferred income taxes	572.4			434.7
Liabilities held for sale and discontinued operations	3.7			2.7
Other liabilities	85.4			95.7
	4,532.3			4,172.7
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued	—			—
Common stock – 200.0 shares authorized; shares issued and outstanding at December 31, 2012 and 2011 – 81.7	81.7			81.7
Capital in excess of par value	652.6			626.5
Retained earnings	1,536.7			1,314.7
Accumulated other comprehensive loss	(150.1		)	(134.0		)
Treasury stock – shares at December 31, 2012 – 2.6; at December 31, 2011 – 1.5	(67.9		)	(25.1		)
	2,053.0			1,863.8
Noncontrolling interest	84.6			84.5
	2,137.6			1,948.3
	$	6,669.9		$	6,121.0

See accompanying notes to consolidated financial statements.

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Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Cash Flows



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Operating activities:
Net income	$	253.7		$	145.7		$	75.4
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from discontinued operations	(1.8		)	1.1			(6.0		)
Depreciation and amortization	193.7			187.7			180.9
Stock-based compensation expense	27.7			22.8			14.4
Excess tax benefits from stock-based compensation	(0.6		)	(3.2		)	(0.6		)
Provision for deferred income taxes	126.3			60.5			68.5
Net gains on sales of railcars owned more than one year at the time of sale	(33.5		)	(16.2		)	(6.6		)
Gain on disposition of property, plant, equipment, and other assets	(4.6		)	(6.2		)	(3.8		)
Gain on disposition of flood-damaged property, plant, equipment, and other assets	(0.4		)	(17.6		)	(9.7		)
Non-cash interest expense	22.0			18.6			13.6
Other	(3.2		)	1.4			(6.0		)
Changes in assets and liabilities:
(Increase) decrease in receivables	2.7			(150.3		)	(56.0		)
(Increase) decrease in inventories	(117.2		)	(212.5		)	(88.3		)
(Increase) decrease in other assets	(43.1		)	(7.7		)	27.5
Increase (decrease) in accounts payable	(16.7		)	74.9			50.9
Increase (decrease) in accrued liabilities	125.5			(11.5		)	(62.0		)
Increase (decrease) in other liabilities	(3.9		)	14.0			(25.4		)
Net cash provided by operating activities - continuing operations	526.6			101.5			166.8
Net cash provided by operating activities - discontinued operations	0.8			9.4			3.7
Net cash provided by operating activities	527.4			110.9			170.5
Investing activities:
(Increase) decrease in short-term marketable securities	—			158.0			(88.0		)
Proceeds from sales of railcars owned more than one year at the time of sale	126.3			60.6			33.6
Proceeds from lease fleet sales – sale and leaseback	58.3			44.4			—
Proceeds from disposition of property, plant, equipment, and other assets	16.8			8.5			7.0
Proceeds from disposition of flood-damaged property, plant, and equipment	—			23.3			12.0
Capital expenditures – leasing, net of sold railcars owned one year or less	(352.6		)	(258.6		)	(213.8		)
Capital expenditures – manufacturing and other	(116.6		)	(47.6		)	(27.0		)
Capital expenditures – replacement of flood-damaged property, plant, and equipment	—			(29.4		)	(12.0		)
Acquisitions, net of cash acquired	(46.2		)	(42.5		)	(47.9		)
Other	1.7			—			—
Net cash required by investing activities - continuing operations	(312.3		)	(83.3		)	(336.1		)
Net cash provided (required) by investing activities - discontinued operations	0.9			(1.7		)	27.9
Net cash required by investing activities	(311.4		)	(85.0		)	(308.2		)
Financing activities:
Proceeds from issuance of common stock, net	4.1			2.1			1.7
Excess tax benefits from stock-based compensation	0.6			3.2			0.6
Payments to retire debt	(378.4		)	(1,112.3		)	(363.5		)
Payments to retire debt - assumed debt of Quixote	—			—			(40.0		)
Proceeds from issuance of debt	443.8			1,143.3			362.7
(Increase) decrease in restricted cash	17.1			(33.2		)	(25.4		)
Shares repurchased	(45.2		)	—			—
Purchase of additional interest in TRIP Holdings	—			—			(28.6		)
Dividends paid to common shareholders	(31.7		)	(27.2		)	(25.4		)
Distribution to noncontrolling interest	—			—			(2.6		)
Other	(5.3		)	(6.6		)	—
Net cash provided (required) by financing activities - continuing operations	5.0			(30.7		)	(120.5		)
Net cash provided by financing activities - discontinued operations	0.9			1.9			0.4
Net cash provided (required) by financing activities	5.9			(28.8		)	(120.1		)
Net increase (decrease) in cash and cash equivalents	221.9			(2.9		)	(257.8		)
Cash and cash equivalents at beginning of period	351.1			354.0			611.8
Cash and cash equivalents at end of period	$	573.0		$	351.1		$	354.0

Interest paid for the years ended December 31, 2012 , 2011 , and 2010 was $174.8 million , $154.9 million , and $160.5 million , respectively. Net tax payments received (made) for the years ended December 31, 2012 , 2011, and 2010 were $(18.4) million , $(2.5) million , and $16.0 million , respectively.

See accompanying notes to consolidated financial statements.

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Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity



	Common Stock												Treasury Stock
	Shares	$1 Par Value		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Shares		Amount			Trinity Stockholders’ Equity			Noncontrolling Interest			Total Stockholders’ Equity
	(in millions, except par value)
Balances at December 31, 2009	81.7	$	81.7	$	598.4		$	1,158.5		$	(98.0	)	(2.5	)	$	(39.7	)	$	1,700.9		$	129.9		$	1,830.8
Net income	—	—		—			67.4			—			—		—			67.4			8.0			75.4
Other comprehensive income (loss)	—	—		—			—			2.5			—		—			2.5			(9.1		)	(6.6		)
Cash dividends on common stock	—	—		—			(25.4		)	—			—		—			(25.4		)	—			(25.4		)
Restricted shares issued, net	—	—		(2.3		)	—			—			0.4		9.2			6.9			—			6.9
Stock options exercised	—	—		(0.8		)	—			—			0.1		2.5			1.7			—			1.7
Income tax expense from stock options exercised	—	—		(0.2		)	—			—			—		—			(0.2		)	—			(0.2		)
Stock-based compensation expense	—	—		0.6			—			—			—		—			0.6			—			0.6
Purchase of additional interest in TRIP Holdings	—	—		10.3			—			—			—		—			10.3			(47.9		)	(37.6		)
Other	—	—		0.1			—			—			0.1		—			0.1			—			0.1
Balances at December 31, 2010	81.7	$	81.7	$	606.1		$	1,200.5		$	(95.5	)	(1.9	)	$	(28.0	)	$	1,764.8		$	80.9		$	1,845.7
Net income	—	—		—			142.2			—			—		—			142.2			3.5			145.7
Other comprehensive income (loss)	—	—		—			—			(28.5		)	—		—			(28.5		)	0.1			(28.4		)
Cash dividends on common stock	—	—		—			(28.0		)	—			—		—			(28.0		)	—			(28.0		)
Restricted shares issued, net	—	—		6.7			—			—			0.2		0.3			7.0			—			7.0
Stock options exercised	—	—		(0.5		)	—			—			0.2		2.6			2.1			—			2.1
Income tax benefit from stock options exercised	—	—		3.5			—			—			—		—			3.5			—			3.5
Stock-based compensation expense	—	—		0.6			—			—			—		—			0.6			—			0.6
Reclassification of purchase of additional interest in TRIP Holdings	—	—		15.5			—			(15.5		)	—		—			—			—			—
Tax expense allocation related to TRIP Holdings unrealized loss on derivative financial instruments	—	—		(5.5		)	—			5.5			—		—			—			—			—
Other	—	—		0.1			—			—			—		—			0.1			—			0.1
Balances at December 31, 2011	81.7	$	81.7	$	626.5		$	1,314.7		$	(134.0	)	(1.5	)	$	(25.1	)	$	1,863.8		$	84.5		$	1,948.3
Net income (loss)	—	—		—			255.2			—			—		—			255.2			(1.5		)	253.7
Other comprehensive income (loss)	—	—		—			—			(16.1		)	—		—			(16.1		)	1.6			(14.5		)
Cash dividends on common stock	—	—		—			(33.2		)	—			—		—			(33.2		)	—			(33.2		)
Restricted shares issued, net	—	—		26.4			—			—			0.4		(1.7		)	24.7			—			24.7
Stock options exercised	—	—		(0.7		)	—			—			0.3		4.8			4.1			—			4.1
Income tax benefit from stock options exercised	—	—		0.2			—			—			—		—			0.2			—			0.2
Stock-based compensation expense	—	—		0.2			—			—			—		—			0.2			—			0.2
Shares repurchased	—	—		—			—			—			(1.8	)	(45.2		)	(45.2		)	—			(45.2		)
Other	—	—		—			—			—			0.0		(0.7		)	(0.7		)	—			(0.7		)
Balances at December 31, 2012	81.7	$	81.7	$	652.6		$	1,536.7		$	(150.1	)	(2.6	)	$	(67.9	)	$	2,053.0		$	84.6		$	2,137.6

See accompanying notes to consolidated financial statements.

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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 its wholly-owned subsidiaries and its majority-owned subsidiary, TRIP Rail Holdings LLC ("TRIP Holdings"). All significant intercompany accounts and transactions have been eliminated. Certain amounts previously reported have been adjusted in the accompanying consolidated financial statements to remove the effects of discontinued operations. See Note 2 Acquisitions and Divestitures.

Stockholders' Equity

In September 2012 , the Company’s Board of Directors authorized a new $200 million share repurchase program, effective October 1, 2012 , which expires on December 31, 2014 . The new program replaced the prior program which expired on September 30, 2012 . During the year ended December 31, 2012 , the Company repurchased 1,834,221 shares under the prior program at a cost of $45.2 million .

In 2011, an amount of $15.5 million was reclassified between capital in excess of par value and accumulated other comprehensive loss to properly reflect the additional amount of accumulated unrealized loss on derivative financial instruments attributable to the Company after the purchase of additional interests in TRIP Holdings.

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. Revenue from rentals and operating leases, including contracts which contain non-level fixed rental payments, is recognized monthly on a straight-line basis. Revenue is recognized from the sales of railcars from the lease fleet on a gross basis in leasing revenues and cost of revenues if the railcar has been owned by the lease fleet for one year or less at the time of sale. Sales of railcars from the lease fleet that have been owned by the lease fleet for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. 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.

The Company regularly evaluates the likelihood of realization of tax benefits derived from positions it has taken in various federal and state filings after consideration of all relevant facts, circumstances, and available information. For those tax positions that are deemed more likely than not to be sustained, the Company recognizes the benefit it believes is cumulatively greater than 50% likely to be realized. To the extent the Company were to prevail in matters for which accruals have been established or be required to pay amounts in excess of recorded reserves, the effective tax rate in a given financial statement period could be materially impacted.

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 that potentially subject the Company to a 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 that 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

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based upon the expected collectability of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, receivables and accounts payable are considered to be representative of their respective fair values. At December 31, 2012 , one customer’s net receivable balance in our Energy Equipment Group, all within terms, accounted for 21% of the consolidated net receivables balance outstanding.

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, 2012 , 2011 , and 2010 .

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 with step one 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 for each unit with recorded goodwill. 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. As of December 31, 2012 and 2011 , the Company's annual impairment test of goodwill was completed at the reporting unit level and no impairment charges were determined to be necessary.

Intangible assets with defined useful lives, which as of December 31, 2012 had net book values of $21.7 million , are amortized over their estimated useful lives, and were also evaluated for potential impairment as of December 31, 2012 .

Restricted Cash

Restricted cash consists of cash and cash equivalents that are held as collateral for the Company's non-recourse 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.

Warranties

Depending on the product, the Company provides warranties against materials and manufacturing defects generally ranging from one to five years. 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 asserted by customers. 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

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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. The functional currency of our Mexico operations is considered to be the United States dollar.

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 gains and losses on the Company's derivative financial instruments, and the net actuarial gains and losses of the Company's defined benefit plans. See Note 15 Accumulated Other Comprehensive Loss (“AOCL”). All components are shown net of tax.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amended prior comprehensive income guidance. ASU 2011-05 became effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2012 by including the consolidated statement of comprehensive income with its consolidated financial statements and revising Note 15 Accumulated Other Comprehensive Loss. The adoption of ASU 2011-05 did not have an impact on the Company’s consolidated financial position, results of operations or cash flows as it only requires a change in reporting format with regard to components of other comprehensive income.

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02, "Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income," ("ASU 2013-02") which amended prior reporting requirements with respect to comprehensive income by requiring additional disclosures about the amounts reclassified out of accumulated other comprehensive loss by component. ASU 2013-02 became effective for public companies during interim and annual reporting periods beginning after December 15, 2012 with early adoption permitted. Accordingly, the Company adopted this new standard on January 1, 2013. The adoption of ASU 2013-02 did not have an impact on the Company's consolidated financial position, results of operations, or cash flows.

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

Certain prior year balances have been reclassified in the Consolidated Balance Sheets and Consolidated Statements of Cash Flows to conform to the 2012 presentation.

Note 2. Acquisitions and Divestitures

For the years ended December 31, 2012 and 2011, all of our acquisition and divestiture activity occurred in the Construction Products Group. This activity consisted of three acquisitions and one divestiture during 2012, and four acquisitions and one divestiture in 2011. For the year ended December 31, 2010, we completed three acquisitions consisting of two by the Construction Products Group and one by the Energy Equipment Group. For the year ended December 31, 2010, there were two divestitures which occurred in the Construction Products Group. One of the 2012 acquisitions, completed in December 2012, was recorded based on a preliminary valuation of the net assets acquired. As a result of our acquisition activity, we recorded certain assets and liabilities at their acquisition date fair value based on level 3 inputs. Such assets and liabilities were not significant in relation to consolidated assets and liabilities. See Note 3 Fair Value Accounting for a discussion of inputs in determining fair value.

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In February 2010, the Company's Construction Products Group acquired Quixote Corporation (“Quixote”), a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products, for a total cost of $58.1 million . In addition, the Company assumed $40.0 million in debt that was subsequently retired in the first quarter of 2010. Based on its valuation of the net assets acquired, Trinity recorded goodwill of $22.7 million and $24.2 million in intangible assets primarily consisting of the acquisition-date fair value allocated to patents, trade names and customer relationships that are being amortized over their estimated economic life which generally ranges from four to twenty years. As a result of the acquisition, the Company recorded transaction-related expenses of $4.6 million including a $1.5 million write-down of its pre-acquisition investment in Quixote classified as other selling, engineering, and administrative costs. In addition to the transaction-related expenses listed above, there was a $1.8 million reclassification of previously-recognized charges from AOCL to earnings representing the decline in fair value of the Company's pre-acquisition investment in Quixote, included in Other, net in the consolidated statement of operations. See Note 12 Other, Net and Note 15 Accumulated Other Comprehensive Loss.

Acquisition and divestiture activity for 2012, 2011 and 2010 is summarized below:



	Year Ended December 31,
	2012		2011		2010
	(in millions)
Acquisitions:
Total cost	$	48.8	$	56.4	$	70.5
Net cash paid	$	46.2	$	42.5	$	49.9
Goodwill recorded	$	20.9	$	29.3	$	33.3

Divestitures:
Proceeds	$	2.1	$	8.3	$	30.8
Gain recognized	$	1.5	$	0.7	$	3.8
Goodwill charged off	$	0.1	$	1.0	$	16.5

Discontinued operation - Ready Mix Concrete Operations



	December 31, 2012		December 31, 2011
	(in millions)
Assets of Ready-Mix Concrete Operations:
Inventories	$	4.5	$	5.3
Property, plant, and equipment, net	16.9		20.4
Goodwill	6.3		6.4
Other	0.2		0.4
	$	27.9	$	32.5
Liabilities of Ready-Mix Concrete Operations:
Debt	$	3.7	$	2.7
	$	3.7	$	2.7

Condensed results of operations for the Ready-Mix Concrete Operations for the years ended December 31, 2012, 2011, and 2010 are as follows:



	Year Ended December 31,
	2012		2011			2010
Revenues	$	121.4	$	136.8		$	224.8

Income (loss) from discontinued operations before income taxes	$	2.9	$	(1.5	)	$	9.6
Provision (benefit) for income taxes	1.1		(0.4		)	3.6
Net income (loss) from discontinued operations	$	1.8	$	(1.1	)	$	6.0

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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, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	155.0	$	—	$	401.6
Restricted cash	223.2		—		—		223.2
Equity call agreement with TRIP Holdings equity investor ¹	—		—		0.8		0.8
Fuel derivative instruments ¹	—		0.1		—		0.1
Total assets	$	469.8	$	155.1	$	0.8	$	625.7
Liabilities:
Interest rate hedges: ²
Wholly-owned subsidiary	$	—	$	37.6	$	—	$	37.6
TRIP Holdings	—		5.2		—		5.2
Equity put agreement with TRIP Holdings equity investor ³	—		—		2.9		2.9
Fuel derivative instruments ²	—		0.0		—		0.0
Total liabilities	$	—	$	42.8	$	2.9	$	45.7

	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	246.6	$	—	$	—	$	246.6
Restricted cash	240.3		—		—		240.3
Equity call agreement with TRIP Holdings equity investor ¹	—		—		0.7		0.7
Total assets	$	486.9	$	—	$	0.7	$	487.6
Liabilities:
Interest rate hedges: ²
Wholly-owned subsidiary	$	—	$	48.9	$	—	$	48.9
TRIP Holdings	—		4.8		—		4.8
Equity put agreement with TRIP Holdings equity investor ³	—		—		3.1		3.1
Fuel derivative instruments ²	—		0.1		—		0.1
Total liabilities	$	—	$	53.8	$	3.1	$	56.9

¹ Included in other assets on the consolidated balance sheet.

² Included in accrued liabilities on the consolidated balance sheet.

³ Included in other liabilities on the consolidated balance sheet.

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 for 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 that 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, excluding commercial paper, and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds.

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 liabilitie s. Cash equivalents include commercial paper valued using quoted prices in secondary markets. 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. See Note 7 Derivative Instruments and Note 11 Debt.

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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. The equity put and call agreements with the TRIP equity investor are valued based on cash flow projections and certain assumptions regarding the likelihood of exercising the option under the related agreement. See Note 6 Investment in TRIP Holdings.

The carrying amounts and estimated fair values of our long-term debt are as follows:



	December 31, 2012					December 31, 2011
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	450.0		$	506.6	$	450.0		$	439.4
Less: unamortized discount	(87.5		)			(99.8		)
	362.5					350.2
Capital lease obligations	45.8			45.8		48.6			48.6
Term loan	48.6			53.3		54.7			55.7
Other	1.2			1.2		1.5			1.5
	458.1			606.9		455.0			545.2
Non-recourse:
2006 secured railcar equipment notes	255.8			292.0		269.3			278.5
Promissory notes	424.1			414.6		465.5			448.6
2009 secured railcar equipment notes	209.2			260.4		218.4			228.6
2010 secured railcar equipment notes	341.5			387.2		354.3			333.1
2012 secured railcar equipment notes	333.8			321.7		—			—
TILC warehouse facility	173.6			173.6		308.5			308.5
TRIP Holdings senior secured notes	61.2			62.5		61.2			61.6
TRIP Master Funding secured railcar equipment notes	797.7			952.0		840.0			834.9
	2,596.9			2,864.0		2,517.2			2,493.8
Total	$	3,055.0		$	3,470.9	$	2,972.2		$	3,039.0

The estimated fair value of our convertible subordinated notes was based on a quoted market price as of December 31, 2012 and 2011 , respectively ( Level 1 input). The estimated fair values of our 2006 , 2009 , 2010 , and 2012 secured railcar equipment notes, promissory notes, TRIP Holdings senior secured notes, TRIP Rail Master Funding LLC (“TRIP Master Funding”) secured railcar equipment notes, and term loan are based on our estimate of their fair value as of December 31, 2012 and 2011 , respectively. These values were determined by discounting their future cash flows at the current market interest rate ( Level 3 inputs). The carrying value of our Trinity Industries Leasing Company (“TILC”) warehouse facility approximates fair value because the interest rate adjusts to the market interest rate and the Company’s credit rating has not changed since the loan agreement was renewed in February 2011 and extended in February 2013 ( Level 3 input). The fair values of all other financial instruments are estimated to approximate carrying value. See Note 11 Debt for a description of the Company's long-term debt.

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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 and other steel products for infrastructure-related projects and produces aggregates; (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, containers and tank heads for pressure and non-pressure vessels, and utility, traffic, and lighting structures; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which owns and operates a fleet of railcars as well as provides third-party fleet management, maintenance, and leasing services. The segment All Other includes our captive insurance and transportation companies; legal, environmental, and maintenance 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 that are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are included in operating profit of that respective segment. Gains and losses from the sale of property, plant, and equipment that can be utilized by multiple segments are included in operating profit of the All Other segment.

As discussed in Note 2, Acquisitions and Divestitures, in December 2012, the Company entered into an agreement to sell its remaining ready-mix concrete operations that have historically been a component of the Construction Products Group. The expected divestiture of our remaining ready-mix concrete operations has been accounted for and reported as a discontinued operation and, accordingly, historical segment information previously reported has been adjusted to exclude the discontinued operations from the Construction Products Group.

Sales and related net profits from the Rail Group to the Leasing 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, taking into consideration quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group. Sales of railcars from the lease fleet are included in the Leasing Group.

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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, 2012



	Revenues								Operating Profit (Loss)			Assets			Depreciation & Amortization			Capital Expenditures
	External		Intersegment			Total			Operating Profit (Loss)			Assets			Depreciation & Amortization			Capital Expenditures
	(in millions)
Rail Group	$	1,512.1	$	500.9		$	2,013.0		$	199.0		$	916.2		$	21.8		$	47.8
Construction Products Group	461.2		22.5			483.7			44.8			415.2			16.6			15.7
Inland Barge Group	675.2		—			675.2			124.7			154.4			7.6			15.0
Energy Equipment Group	506.0		52.6			558.6			18.2			400.1			19.0			25.2
Railcar Leasing and Management Services Group	644.4		2.7			647.1			300.9			4,538.8			120.5			352.6
All Other	13.0		68.4			81.4			(10.2		)	30.9			4.4			6.6
Corporate	—		—			—			(51.5		)	744.9			3.9			6.3
Eliminations – Lease subsidiary	—		(485.9		)	(485.9		)	(50.8		)	(446.2		)	—			—
Eliminations – Other	—		(161.2		)	(161.2		)	(0.3		)	(112.3		)	(0.1		)	—
Consolidated Total	$	3,811.9	$	—		$	3,811.9		$	574.8		$	6,642.0		$	193.7		$	469.2

Year Ended December 31, 2011



	Revenues								Operating Profit (Loss)			Assets			Depreciation & Amortization			Capital Expenditures
	External		Intersegment			Total			Operating Profit (Loss)			Assets			Depreciation & Amortization			Capital Expenditures
	(in millions)
Rail Group	$	931.7	$	343.0		$	1,274.7		$	77.3		$	684.6		$	23.9		$	11.4
Construction Products Group	440.4		12.9			453.3			54.9			370.7			15.5			7.7
Inland Barge Group	548.5		—			548.5			106.4			189.2			6.4			38.0
Energy Equipment Group	454.8		18.0			472.8			8.9			392.9			18.4			10.4
Railcar Leasing and Management Services Group	551.4		0.6			552.0			254.5			4,462.1			115.7			258.6
All Other	11.5		50.3			61.8			(3.8		)	30.5			4.4			4.0
Corporate	—		—			—			(43.6		)	512.9			3.6			5.5
Eliminations – Lease subsidiary	—		(325.5		)	(325.5		)	(28.3		)	(440.3		)	—			—
Eliminations – Other	—		(99.3		)	(99.3		)	0.5			(114.1		)	(0.2		)	—
Consolidated Total	$	2,938.3	$	—		$	2,938.3		$	426.8		$	6,088.5		$	187.7		$	335.6

Year Ended December 31, 2010



	Revenues								Operating Profit (Loss)			Assets			Depreciation & Amortization			Capital Expenditures
	External		Intersegment			Total			Operating Profit (Loss)			Assets			Depreciation & Amortization			Capital Expenditures
	(in millions)
Rail Group	$	289.7	$	232.4		$	522.1		$	1.5		$	482.9		$	24.0		$	4.0
Construction Products Group	333.5		20.5			354.0			37.8			294.0			15.0			3.5
Inland Barge Group	422.3		—			422.3			69.0			94.5			5.5			14.6
Energy Equipment Group	408.5		11.1			419.6			35.1			352.4			17.1			8.1
Railcar Leasing and Management Services Group	464.5		—			464.5			207.0			4,452.6			112.6			213.8
All Other	12.2		36.3			48.5			(11.4		)	27.5			3.6			4.2
Corporate	—		—			—			(33.8		)	538.5			3.4			4.6
Eliminations – Lease subsidiary	—		(216.8		)	(216.8		)	(8.4		)	(522.1		)	—			—
Eliminations – Other	—		(83.5		)	(83.5		)	(2.6		)	(1.5		)	(0.3		)	—
Consolidated Total	$	1,930.7	$	—		$	1,930.7		$	294.2		$	5,718.8		$	180.9		$	252.8

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. Capital expenditures for the Inland Barge Group in 2011 and 2010 primarily relate to the repair and replacement of flood-damaged property, plant, and equipment at the Company's manufacturing facilities in Missouri and Tennessee. See Note 8 Property, Plant, and Equipment.

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Externally reported revenues and operating profit for our Mexico operations for the years ended December 31, 2012 , 2011 , and 2010 are presented below:



	External Revenues						Operating Profit
	Year Ended December 31,						Year Ended December 31,
	2012		2011		2010		2012		2011		2010
	(in millions)
Mexico	$	96.4	$	123.0	$	98.3	$	0.2	$	18.4	$	3.4

Total assets and long-lived assets for our Mexico operations as of December 31, 2012 and 2011 are presented below:



	Total Assets		Long-Lived Assets
	December 31,
	2012	2011	2012	2011
	(in millions)
Mexico	$285.8	$240.4	$141.2	$143.2

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Note 5. Railcar Leasing and Management Services Group

The Railcar Leasing and Management Services Group owns and operates a fleet of railcars as well as provides third-party fleet management, maintenance, and leasing services. Selected consolidating financial information for the Leasing Group is as follows:



	December 31, 2012
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	5.7		$	—		$	567.3		$	573.0
Property, plant, and equipment, net	$	3,203.8		$	1,118.6		$	539.3		$	4,861.7
Net deferred profit on railcars sold to the Leasing Group	(381.8		)	(180.9		)	—			(562.7		)
	$	2,822.0		$	937.7		$	539.3		$	4,299.0
Restricted cash	$	172.9		$	50.3		$	—		$	223.2
Debt:
Recourse	$	94.4		$	—		$	451.2		$	545.6
Less: unamortized discount	—			—			(87.5		)	(87.5		)
	94.4			—			363.7			458.1
Non-recourse	1,738.0			967.7			—			2,705.7
Less: non-recourse debt owned by Trinity	—			(108.8		)	—			(108.8		)
Total debt	$	1,832.4		$	858.9		$	363.7		$	3,055.0
Net deferred tax liabilities	$	671.1		$	5.4		$	(120.7	)	$	555.8



	December 31, 2011
	Leasing Group
	Wholly- Owned Subsidiaries			TRIP Holdings			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	3.2		$	—		$	347.9		$	351.1
Property, plant, and equipment, net	$	3,066.0		$	1,135.0		$	489.6		$	4,690.6
Net deferred profit on railcars sold to the Leasing Group	(344.5		)	(187.0		)	—			(531.5		)
	$	2,721.5		$	948.0		$	489.6		$	4,159.1
Restricted cash	$	165.7		$	74.6		$	—		$	240.3
Debt:
Recourse	$	103.3		$	—		$	451.5		$	554.8
Less: unamortized discount	—			—			(99.8		)	(99.8		)
	103.3			—			351.7			455.0
Non-recourse	1,616.0			1,010.0			—			2,626.0
Less: non-recourse debt owned by Trinity	—			(108.8		)	—			(108.8		)
Total debt	$	1,719.3		$	901.2		$	351.7		$	2,972.2
Net deferred tax liabilities	$	582.4		$	4.7		$	(152.4	)	$	434.7

See Note 6 Investment in TRIP Holdings and Note 11 Debt for a further discussion regarding the Company’s investment in TRIP Holdings and TRIP Holdings’ debt.

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	Year Ended December 31,									Percent Change
	2012			2011			2010			2012 versus 2011		2011 versus 2010
	($ in millions)
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	409.8		$	375.1		$	345.4		9.3	%	8.6	%
Railcar sales	118.6			59.4			3.1			*		*
	528.4			434.5			348.5			21.6		24.7
TRIP Holdings:
Leasing and management	118.7			117.5			116.0			1.0		1.3
Railcar sales	—			—			—			—		—
	118.7			117.5			116.0			1.0		1.3
Total revenues	$	647.1		$	552.0		$	464.5		17.2		18.8
Operating Profit:
Wholly owned subsidiaries:
Leasing and management	$	175.2		$	156.3		$	131.7
Railcar sales:
Railcars owned one year or less at the time of sale	24.8			13.2			0.2
Railcars owned more than one year at the time of sale	32.8			11.8			6.6
	232.8			181.3			138.5
TRIP Holdings:
Leasing and management	67.4			68.8			68.5
Railcar sales:
Railcars owned one year or less at the time of sale	—			—			—
Railcars owned more than one year at the time of sale	0.7			4.4			—
	68.1			73.2			68.5
Total operating profit	$	300.9		$	254.5		$	207.0
Operating profit margin:
Leasing and management	45.9		%	45.7		%	43.4		%
Railcar sales	*			*			*
Total operating profit margin	46.5			46.1			44.6

Depreciation, interest, and rent expense ⁽¹⁾ :
Depreciation expense	$	120.5		$	115.7		$	112.6
Rent expense	$	50.9		$	48.6		$	48.6
Interest expense:
Wholly-owned subsidiaries	$	101.2		$	101.3		$	91.7
TRIP Holdings:
External	60.0			53.1			46.9
Intercompany	13.1			6.4			—
	73.1			59.5			46.9
Total interest expense	$	174.3		$	160.8		$	138.6

* Not meaningful


(1)	Depreciation and rent expense are components of operating profit. Interest expense is not a component of operating profit and includes the effect of hedges. Intercompany interest expense arises from Trinity’s ownership of a portion of TRIP Holdings’ Senior Secured Notes and is eliminated in consolidation. See Note 11 Debt.

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Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured predominantly 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 contractual minimum rental revenues on leases are as follows:



	2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Wholly-owned subsidiaries	$	274.9	$	222.9	$	177.7	$	136.8	$	95.0	$	205.7	$	1,113.0
TRIP Holdings	94.3		71.8		59.1		48.9		34.9		44.0		353.0
	$	369.2	$	294.7	$	236.8	$	185.7	$	129.9	$	249.7	$	1,466.0

Debt. The Leasing Group’s debt at December 31, 2012 consisted of both recourse and non-recourse debt. In 2009 , the Company entered into a seven -year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million . These debt obligations are guaranteed by Trinity Industries, Inc. and certain subsidiaries, and secured by railcar equipment and related leases. As of December 31, 2012 , Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $2,660.5 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $49.6 million securing capital lease obligations. The net book value of unpledged equipment at December 31, 2012 was $450.2 million . See Note 11 Debt for the form, maturities, and descriptions of Leasing Group debt.

TRIP Holdings. Debt owed by TRIP Holdings and its subsidiaries is nonrecourse to Trinity and TILC and is secured solely by the consolidated assets of TRIP Holdings and the equity interests of TRIP Holdings. In July 2011 , TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt and repaid all of the outstanding borrowings of the existing TRIP Warehouse Loan. TRIP Master Funding equipment with a net book value of $1,118.6 million , excluding deferred profit resulting from the sale of railcars to TRIP Master Funding, is pledged as collateral for the TRIP Master Funding debt. See Note 6 Investment in TRIP Holdings for a description of TRIP Holdings.

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 of the Trusts 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 Trust and therefore, the debt related to the Trust is not included as part of the 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 subsidiaries had total assets as of December 31, 2012 of $208.7 million , including cash of $83.2 million and railcars of $93.0 million . The right, 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 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 contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:



	2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	45.6	$	44.7	$	43.0	$	40.1	$	41.9	$	298.9	$	514.2
Future contractual minimum rental revenues of Trusts’ railcars	$	55.0	$	39.8	$	30.5	$	21.9	$	13.1	$	30.0	$	190.3

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 Trusts has authority for appointment of the railcar fleet manager.

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Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases with the Trusts are as follows:



	2013		2014		2015		2016		2017		Thereafter		Total
	(in millions)
Future operating lease obligations	$	12.9	$	12.8	$	12.8	$	12.7	$	12.1	$	50.3	$	113.6
Future contractual minimum rental revenues	$	16.6	$	16.0	$	12.4	$	11.4	$	8.9	$	14.0	$	79.3

Operating lease obligations totaling $26.1 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries.

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Note 6. Investment in TRIP Holdings

In 2007, the Company and other third-party equity investors formed 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 borrowings under the TRIP Warehouse Loan. As of December 31, 2012 , TRIP Holdings’ subsidiaries had purchased $1,331.4 million of railcars from the Company. Railcars purchased from the Company by TRIP Holdings’ subsidiaries were required to be purchased at prices comparable with the prices of all similar, new railcars sold contemporaneously by the Company and at prices based on third-party appraised values for used railcars.

In 2011, as a result of refinancing TRIP Holdings’ previous credit facility, TRIP Holdings and its newly-formed subsidiary, TRIP Master Funding, issued $1,032.0 million in new debt. The debt was used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid all outstanding borrowings under the then existing TRIP credit facility and settled all outstanding related interest rate hedges. See Note 11 Debt regarding TRIP Holdings and its related debt. The assets of TRIP Holdings may only be used to satisfy the liabilities of TRIP Holdings, and the liabilities and indebtedness of TRIP Holdings have recourse only to TRIP Holdings' assets.

Additionally, Trinity entered into agreements with an equity investor of TRIP Holdings potentially requiring Trinity, under certain limited circumstances, to acquire from the equity investor an additional 16.3% equity ownership in TRIP Holdings if the option is exercised to its fullest extent. Under the agreement, if exercised, Trinity would be required to pay the equity investor an amount equal to 90% of the equity investor’s net investment in TRIP Holdings. Similarly, at its option, Trinity, under certain limited circumstances, may acquire all of the equity investor’s equity ownership in TRIP Holdings at an amount equal to 100% of the equity investor’s net investment in TRIP Holdings. The agreements expire in July 2014. See Note 3 Fair Value Accounting and Note 12 Other, net.

At December 31, 2012 , the Company owned 57% of TRIP Holdings with the remainder owned by three other third-party equity investors. The Company's noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. The Company receives distributions from TRIP Holdings as an equity investor, when allowed, in proportion to its 57% equity interest, and has an interest in the net assets of TRIP Holdings upon a liquidation event in the same proportion. The terms of the Company’s equity investment are identical to the terms of each of the other equity investors. The manager of TRIP Holdings, TILC, may be removed without cause as a result of a majority vote of the third-party equity investors. Other than as described above, Trinity had no remaining equity commitment to TRIP Holdings as of December 31, 2012 and had no obligation to guarantee performance under any TRIP-related debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

The Company’s carrying value of its investment in TRIP Holdings is as follows:



	December 31, 2012			December 31, 2011
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors	44.8			44.8
	92.1			92.1
Equity in earnings	10.1			12.0
Equity in unrealized losses on derivative financial instruments	0.8			(1.3		)
Distributions	(7.0		)	(7.0		)
Deferred broker fees	(0.4		)	(0.6		)
	$	95.6		$	95.2

Administrative fees paid to TILC by TRIP Holdings and subsidiaries for the years ended December 31, 2012 , 2011 , and 2010 were $4.8 million , $4.3 million , and $3.7 million , respectively.

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Note 7. Derivative Instruments

We use derivative instruments to mitigate the impact of changes in interest rates, both in anticipation of future debt issuances and to offset interest rate variability of certain floating rate debt issuances outstanding. We also use derivative instruments to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. For derivative instruments designated as hedges, the Company formally documents the relationship between the derivative instrument and the hedged item, as well as the risk management objective and strategy for the use of the derivative 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 instrument is entered into, and at least quarterly thereafter, the Company assesses whether the derivative instrument is effective in offsetting the changes in fair value or cash flows of the hedged item. 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 the credit ratings of its counterparties and does not anticipate losses due to counterparties' non-performance. See Note 3 Fair Value Accounting for discussion of how the Company valued its commodity hedges and interest rate swaps at December 31, 2012 . See Note 11 Debt for a description of the Company's debt instruments.

Interest rate hedges



					Included in accompanying balance sheet at December 31, 2012
	Notional Amount		Interest Rate ⁽¹⁾		Liability		AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2006 secured railcar equipment notes	$	200.0	4.87	%	$	—	$	(1.9	)	$	—
Promissory notes	$	370.0	5.34	%	$	—	$	7.2		$	—
TRIP Holdings	$	788.5	3.60	%	$	—	$	19.9		$	14.9
Open hedges:
TRIP Master Funding secured railcar equipment notes	$	78.4	2.62	%	$	5.2	$	2.9		$	2.2
Promissory notes	$	443.8	4.13	%	$	37.6	$	34.9		$	—


⁽¹⁾	Weighted average fixed interest rate



	Effect on interest expense-increase/(decrease)
	Year Ended December 31,									Expected effect during next twelve months ⁽¹⁾
	2012			2011			2010			Expected effect during next twelve months ⁽¹⁾
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	(0.3	)	$	(0.4	)	$	(0.4	)	$	(0.3	)
Promissory notes	$	3.3		$	3.5		$	3.8		$	3.1
TRIP Holdings	$	6.0		$	17.4		$	29.3		$	5.6
Open hedges ⁽²⁾ :
TILC Warehouse	$	—		$	—		$	0.5		$	—
TRIP Master Funding secured railcar equipment notes	$	2.0		$	1.1		$	—		$	1.8
Promissory notes	$	18.4		$	19.6		$	19.7		$	16.7

⁽¹⁾ Based on fair value as of December 31, 2012

⁽²⁾ Cash flows related to open hedges are included as a change in accrued liabilities in the Consolidated Statements of Cash Flows.

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related debt issuance closed in 2006 . The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

See Note 11 Debt regarding the related debt instruments.

Other Derivatives



	Effect on operating income - increase/(decrease)
	Year Ended December 31,
	2012			2011		2010
	(in millions)
Fuel hedges ⁽¹⁾
Effect of mark-to-market valuation	$	0.4		$	0.0	$	0.0
Settlements	0.0			0.4		(0.1		)
	$	0.4		$	0.4	$	(0.1	)
Foreign exchange hedges ⁽²⁾	$	(0.4	)	$	0.1	$	(0.9	)


⁽¹⁾	Included in cost of revenues in the accompanying consolidated statement of operations


⁽²⁾	Included in other, net in the accompanying consolidated statement of operations

Natural gas and diesel fuel

Foreign exchange hedge

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Note 8. Property, Plant, and Equipment

The following table summarizes the components of property, plant, and equipment as of December 31, 2012 and 2011 .



	December 31, 2012			December 31, 2011
	(in millions)
Manufacturing/Corporate:
Land	$	37.7		$	34.7
Buildings and improvements	431.0			407.9
Machinery and other	745.3			716.4
Construction in progress	46.1			12.7
	1,260.1			1,171.7
Less accumulated depreciation	(720.8		)	(682.1		)
	539.3			489.6
Leasing:
Wholly-owned subsidiaries:
Machinery and other	9.6			9.6
Equipment on lease	3,662.6			3,429.3
	3,672.2			3,438.9
Less accumulated depreciation	(468.4		)	(372.9		)
	3,203.8			3,066.0
TRIP Holdings:
Equipment on lease	1,272.4			1,257.7
Less accumulated depreciation	(153.8		)	(122.7		)
	1,118.6			1,135.0
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly-owned subsidiaries	(381.8		)	(344.5		)
Sold to TRIP Holdings	(180.9		)	(187.0		)
	$	4,299.0		$	4,159.1

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's remaining ready-mix concrete operations. See Note 2 Acquisitions and Divestitures.

We lease certain equipment and facilities under operating leases. Future minimum rent expense on non-Leasing Group leases in each year is (in millions): 2013 - $3.9 ; 2014 - $2.7 ; 2015 - $2.0 ; 2016 - $1.3 ; 2017 - $0.7 ; and $1.2 thereafter. See Note 5 Railcar Leasing and Management Services Group for information related to the lease agreements, future operating l ease obligations, and future minimum rent expense associated with the Leasing Group.

We did not capitalize any interest expense as part of the construction of facilities and equipment during 2012 or 2011 .

In May 2011 and May 2010 , the Company's inland barge manufacturing facilities in Missouri and Tennessee, respectively, experienced floods resulting in significant damages to Trinity's property and temporary disruption of its production activities. The Company is insured against losses due to property damage and business interruption subject to certain deductibles. With respect to the Missouri flood, Trinity received $35.0 million in payments from its insurance carriers of which $22.7 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $5.7 million , with the remainder pertaining primarily to the reimbursement of flood-related expenses and lost production. Accordingly, the Company recognized a gain of $0.4 million in 2012 and $17.0 million in 2011 from the disposition of the Missouri flood-damaged property, plant, and equipment. With respect to the Tennessee flood, Trinity received $27.5 million in payments from its insurance carrier of which $12.6 million pertained to the replacement of or repairs to damaged property, plant, and equipment with a net book value of $2.3 million , with the remainder pertaining primarily to the reimbursement of flood-related expenses. Accordingly, the Company recognized a gain of $9.7 million in 2010 and $0.6 million in 2011 from the disposition of the Tennessee flood-damaged property, plant, and equipment.

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 selling similar properties in the past. As of December 31, 2012 , the Company had non-operating plants with a net book value of $7.4 million . Our estimated fair value of these assets exceeds their book value.

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Note 9. Goodwill

Goodwill by segment is as follows:



	December 31, 2012		December 31, 2011
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group	105.2		84.3
Energy Equipment Group	10.9		10.9
Railcar Leasing and Management Services Group	1.8		1.8
	$	240.4	$	219.5

Amounts previously reported have been adjusted to exclude discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations. See Note 2 Acquisitions and Divestitures.

As of December 31, 2012 and 2011 , the Company's annual impairment test of goodwill was completed at the reporting level and no additional impairment charges were determined to be necessary. Accumulated goodwill impairment losses as of December 31, 2012 and 2011 totaled $325.0 million resulting from the 2009 impairment charge recorded by the Rail Group.

The net increase in the Construction Products Group goodwill as of December 31, 2012 is due to 2012 acquisitions offset partially by a divestiture.

Note 10. Warranties

The changes in the accruals for warranties for the years ended December 31, 2012, 2011, and 2010 are as follows:



	December 31, 2012			December 31, 2011			December 31, 2010
	(in millions)
Beginning balance	$	13.5		$	13.2		$	19.6
Warranty costs incurred	(5.9		)	(6.3		)	(5.7		)
Warranty originations and revisions	7.7			9.1			1.9
Warranty expirations	(2.8		)	(2.5		)	(2.6		)
Ending balance	$	12.5		$	13.5		$	13.2

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Note 11. Debt

The following table summarizes the components of debt as of December 31, 2012 and 2011 :



	December 31, 2012			December 31, 2011
	(in millions)
Manufacturing/Corporate – Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes	450.0			450.0
Less: unamortized discount	(87.5		)	(99.8		)
	362.5			350.2
Other	1.2			1.5
	363.7			351.7
Leasing – Recourse:
Capital lease obligations	45.8			48.6
Term loan	48.6			54.7
	94.4			103.3
Total recourse debt	458.1			455.0

Leasing – Non-recourse:
2006 secured railcar equipment notes	255.8			269.3
Promissory notes	424.1			465.5
2009 secured railcar equipment notes	209.2			218.4
2010 secured railcar equipment notes	341.5			354.3
2012 secured railcar equipment notes	333.8			—
TILC warehouse facility	173.6			308.5
TRIP Holdings senior secured notes:
Total outstanding	170.0			170.0
Less: owned by Trinity	(108.8		)	(108.8		)
	61.2			61.2
TRIP Master Funding secured railcar equipment notes	797.7			840.0
Total non–recourse debt	2,596.9			2,517.2
Total debt	$	3,055.0		$	2,972.2

We have a $425.0 million unsecured revolving credit facility that matures on October 20, 2016 . As of December 31, 2012 , we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $68.6 million , leaving $356.4 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of December 31, 2012 , or for the twelve month period then ended. Of the outstanding letters of credit as of December 31, 2012 , a total of $66.7 million is expected to expire in 2013 and the remainder in 2014 . The majority of our letters of credit obligations support the Company’s various insurance programs and generally renew each year. Trinity’s revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. Borrowings under the credit facility bear interest at Libor plus 1.50% or prime plus 0.50% . As of December 31, 2012 , we were in compliance with all such financial covenants.

The Company's $450.0 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.

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The convertible subordinated notes are recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option as borrowing costs. As of December 31, 2012 and 2011 , capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options, in accordance with ASC 470-20. 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 Convertible Subordinated Notes for the years ended December 31, 2012 , 2011 , and 2010 , is as follows:



	Year Ended December 31,
	2012		2011		2010
	(in millions)
Coupon rate interest	$	17.4	$	17.4	$	17.4
Amortized debt discount	12.3		11.3		10.5
	$	29.7	$	28.7	$	27.9

At December 31, 2012 , the Convertible Subordinated Notes were convertible at a price of $51.11 per share resulting in 8,804,539 issuable shares. As of December 31, 2012 , if the Convertible Subordinated 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.

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”), of which $255.8 million was outstanding as of December 31, 2012 . 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 5.90% per annum, are payable monthly, and have a final maturity of May 14, 2036 . The 2006 Secured Railcar Equipment Notes are obligations of TRL V and are non-recourse to Trinity. The obligations are 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, of which $424.1 million was outstanding as of December 31, 2012 . The Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves and other assets acquired and owned by TRL VI. The Promissory Notes are obligations of TRL VI and are non-recourse to Trinity. 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 4.13% for the first seven years from the date of issuance of the Promissory Notes through interest rate swaps. 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.

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”), of which $209.2 million was outstanding as of December 31, 2012 . 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 6.66% per annum, are payable monthly, and have a final maturity date of November 16, 2039 . The 2009 Secured Railcar Equipment Notes are obligations of TRL VII and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL VII.

In October 2010 , Trinity Rail Leasing 2010 LLC, a Delaware limited liability company ("TRL 2010 "), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010 -1 (“ 2010 Secured Railcar Equipment Notes"), of which $341.5 million was outstanding as of December 31, 2012 . The 2010 Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL 2010 and Wilmington Trust Company, as indenture trustee. The 2010 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.19% , are payable monthly, and have a stated final maturity date of October 16, 2040 . The 2010 Secured Railcar Equipment Notes are obligations of TRL 2010 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2010 .

In December 2012 , Trinity Rail Leasing 2012 LLC, a Delaware limited liability company ("TRL 2012 "), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $145.4 million in aggregate principal amount of

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Series 2012 -1 Class A-1 Secured Railcar Equipment Notes (the " 2012 Class A-1 Notes") and $188.4 million in aggregate principal amount of Series 2012 -1 Class A-2 Secured Railcar Equipment Notes (the " 2012 Class A-2 Notes") and collectively with the 2012 Class A-1 Notes, the "2012 Secured Railcar Equipment Notes", of which $145.4 million and $188.4 million , respectively, were outstanding as of December 31, 2012 . The 2012 Class A-1 Notes and the 2012 Class A-2 notes were issued pursuant to an Indenture, dated as of December 19, 2012 between TRL 2012 and Wilmington Trust Company, as indenture trustee. The 2012 Class A-1 Notes bear interest at a fixed rate of 2.27% , are payable monthly, and have a stated final maturity date of January 15, 2043 . The 2012 Class A-2 Notes bear interest at a fixed rate of 3.53% , are payable monthly, and have a stated final maturity date of January 15, 2043 . The 2012 Secured Railcar Equipment Notes are obligations of TRL 2012 and are non-recourse to Trinity. The obligations are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL 2012 .

In June 2007 , TRIP Leasing entered into a $1.19 billion Warehouse Loan Agreement which contained a floating rate revolving facility (the “TRIP Warehouse Loan”). In July 2011 , TRIP Holdings issued $175.0 million in Senior Secured Notes (the “TRIP Holdings Senior Secured Notes”) and TRIP Master Funding, a Delaware limited liability company and limited purpose, wholly-owned subsidiary of TRIP Holdings, issued $857.0 million in Secured Railcar Equipment Notes (the “TRIP Master Funding Secured Railcar Equipment Notes”). The proceeds from the TRIP Holdings Senior Secured Notes and the TRIP Master Funding Secured Railcar Equipment Notes were primarily used by TRIP Master Funding to purchase all of the railcar equipment owned by TRIP Leasing which, in turn, repaid the TRIP Warehouse Loan in full.

The TRIP Holdings Senior Secured Notes, as amended, have a stated final maturity date of July 6, 2014 and bear interest at 10.00% payable quarterly. The TRIP Holdings Senior Secured Notes are secured, among other things, by a pledge of each equity investor's ownership interest in TRIP Holdings and certain distributions made to TRIP Holdings from TRIP Master Funding and are non-recourse to Trinity, TILC, TRIP Master Funding, and the other equity investors in TRIP Holdings.

The TRIP Master Funding Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated July 6, 2011 between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date in July 2041 . The TRIP Master Funding Secured Railcar Equipment Notes consist of three classes with the Class A-1a notes bearing interest at 4.37% , the Class A-1b notes bearing interest at Libor plus 2.50% , and the Class A-2 notes bearing interest at 6.02% , all payable monthly. The TRIP Master Funding Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, and the other equity investors in TRIP Holdings and are secured by TRIP Master Funding's portfolio of railcars and operating leases thereon, its cash reserves and all other assets owned by TRIP Master Funding. As of December 31, 2012 , there were $184.1 million , $104.0 million , and $509.6 million of Class A-1a, Class A-1b, and of Class A-2 notes outstanding, respectively.

In 2009 , the Company entered into a seven -year $61.0 million term loan agreement and capital lease obligations totaling $56.6 million . These debt obligations are guaranteed by the Company and secured by railcar equipment and related leases.

In November 2010 , the Company redeemed all of its $201.5 million unsecured 6.5% Senior Notes that were scheduled to mature in 2014 at a redemption price 102.167% of the principal amount, pursuant to the terms of the indenture. The Company incurred $5.9 million in expenses related to the redemption which are included in Other Income and Expense in 2010 .

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The remaining principal payments under existing debt agreements as of December 31, 2012 , after considering the extension of the TILC warehouse facility in February 2013 , are as follows:



	2013		2014			2015		2016		2017		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.2	$	0.2		$	0.2	$	0.2	$	0.4	$	450.0
Leasing – capital lease obligations (Note 5)	2.9		3.1			3.3		3.5		3.7		29.3
Leasing – term loan (Note 5)	3.0		3.3			3.5		38.8		—		—
Non-recourse – leasing (Note 5):
2006 secured railcar equipment notes	15.1		16.9			18.6		21.9		24.1		159.2
Promissory notes	28.9		25.8			23.2		346.2		—		—
2009 secured railcar equipment notes	10.2		9.9			9.6		6.5		6.3		166.7
2010 secured railcar equipment notes	14.6		14.0			15.3		15.0		13.7		268.9
2012 secured railcar equipment notes	15.3		16.6			15.7		15.9		13.8		256.5
TILC warehouse facility	7.7		4.7			0.5		—		—		—
TRIP Holdings senior secured notes:
Total outstanding	—		170.0			—		—		—		—
Less: owned by Trinity	—		(108.8		)	—		—		—		—
			61.2
TRIP Master Funding secured railcar equipment notes	41.0		40.1			35.7		29.3		20.4		631.2
Facility termination payments - TILC warehouse facility	—		107.1			53.6		—		—		—
Total principal payments	$	138.9	$	302.9		$	179.2	$	477.3	$	82.4	$	1,961.8

Note 12. Other, Net

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



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Foreign currency exchange transactions	$	(2.3	)	$	3.1		$	—
(Gain) loss on equity investments	(0.4		)	(0.6		)	1.7
Costs related to redemption of Senior Notes	—			—			5.9
Other	(1.6		)	1.5			(0.8		)
Other, net	$	(4.3	)	$	4.0		$	6.8

Other for the year ended December 31, 2012 and 2011 includes $0.3 million in income and $2.4 million in expense, respectively, from the recognition of certain equity repurchase agreements with an investor in TRIP Holdings at fair value. See Note 3 Fair Value Accounting and Note 6 Investment in TRIP Holdings. Loss on equity investments for the year ended December 31, 2010 includes a $1.8 million loss on the write-down of the Company's pre-acquisition investment in Quixote Corporation. See Note 2 Acquisitions and Divestitures. See Note 11 Debt for further explanation of the Senior Notes redemption.

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Note 13. Income Taxes

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



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Current:
Federal	$	(5.7	)	$	20.8		$	(33.8	)
State	7.0			5.5			(2.4		)
Foreign	6.4			5.4			5.0
Total current	7.7			31.7			(31.2		)
Deferred:
Federal	126.6			62.2			65.4
State	3.2			1.3			3.5
Foreign	(3.5		)	(3.0		)	(0.4		)
Total deferred	126.3			60.5			68.5
Provision	$	134.0		$	92.2		$	37.3

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,
	2012			2011
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	887.6		$	740.8
Derivatives	12.4			14.5
Convertible debt	96.5			88.4
Total deferred tax liabilities	996.5			843.7
Deferred tax assets:
Workers compensation, pensions, and other benefits	52.4			47.8
Warranties and reserves	15.6			14.4
Equity items	81.5			72.8
Tax loss carryforwards and credits	249.7			234.9
Inventory	17.9			11.1
Accrued liabilities and other	3.9			4.7
Total deferred tax assets	421.0			385.7
Net deferred tax liabilities before valuation allowance	575.5			458.0
Valuation allowance	19.7			19.3
Net deferred tax liabilities before reserve for uncertain tax positions	595.2			477.3
Deferred tax assets included in reserve for uncertain tax positions	(39.4		)	(42.6		)
Adjusted net deferred tax liabilities	$	555.8		$	434.7

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The provision for income taxes results in effective tax rates that differ from the statutory rates. The following is a reconciliation between the statutory U.S. Federal income tax rate and the Company’s effective income tax rate on income from continuing operations:



	Year Ended December 31,
	2012		2011		2010
Statutory rate	35.0	%	35.0	%	35.0	%
State taxes	2.0		2.1		3.4
Tax settlements	(0.6	)	—		4.8
Changes in tax reserves	(1.4	)	0.4		(10.7	)
Other, net	(0.3	)	1.1		2.5
Effective rate	34.7	%	38.6	%	35.0	%

On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law. We believe the impact of this law will not be material to Trinity.

Income from continuing operations before income taxes for the years ended December 31, 2012 , 2011 , and 2010 was $376.3 million , $225.9 million , and $103.4 million , respectively, for U.S. operations, and $9.6 million , $13.1 million , and $3.3 million , respectively, for foreign operations. The Company has provided U.S. deferred income taxes on the un-repatriated earnings of its foreign operations.

During the year ended December 31, 2012 , we settled our audit with the Internal Revenue Service (“IRS”) for the 2004-2005 tax years. As a result of closing this audit, we recognized a $3.5 million tax benefit, primarily related to favorable claims filed and approved by the IRS in the final audit settlement.

During the year ended December 31, 2012 , we recognized a tax benefit of $4.4 million due to the release of net tax reserves primarily as a result of certain state tax issues where the statute of limitations had lapsed.

We have various subsidiaries in Mexico that file separate tax returns and thus are subject to examination by taxing authorities at different times. The 2003 tax year of one of our Mexican subsidiaries is still under review and its statute of limitations remains open through June 2014 . Another Mexican subsidiary’s statute of limitations for the 2005 tax year remains open through July 2013 . The remaining entities are open for their 2006 tax years and forward.

Our two Swiss subsidiaries, one of which is a holding company and the other of which is dormant, have been audited by the taxing authorities through 2008 and 2009 . The statute of limitations in Switzerland is generally five years from the end of the tax year, but can be extended up to 15 years in certain cases if the audit has commenced during the original five year period. We also currently have sales offices in Europe and Canada that are subject to various statutes of limitations with regard to their tax status. Generally, states’ statutes of limitations in the U.S. are open from 2003 forward due to the use of tax loss carryforwards in certain jurisdictions.

The change in unrecognized tax benefits for the years ended December 31, 2012 , 2011 , and 2010 was as follows:



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Beginning balance	$	52.5		$	36.8		$	40.1
Additions for tax positions related to the current year	4.1			3.8			3.3
Additions for tax positions of prior years	—			16.4			9.3
Reductions for tax positions of prior years	(1.1		)	(0.1		)	(5.6		)
Settlements	(3.4		)	(3.5		)	(9.5		)
Expiration of statute of limitations	(3.4		)	(0.9		)	(0.8		)
Ending balance	$	48.7		$	52.5		$	36.8

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Additions for tax positions related to the current year for 2012 were amounts provided for tax positions that will be taken for Federal and state income tax purposes when we file those tax returns. Additions for tax positions related to the current year for 2011 and 2010 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.

Additions for tax positions of prior years for 2011 and 2010 were primarily due to Federal tax positions taken on prior year returns that were proposed by the IRS but not previously reserved. Since these items are primarily timing differences, we will be allowed a future tax deduction. During 2011 , we recorded a corresponding deferred tax asset for the future tax reduction related to these adjustments.

The reduction in tax positions of prior years was primarily related to new guidance issued in March 2012 by the IRS regarding the capitalization of fixed assets as well as state taxes.

Settlements during 2012 primarily related to the settlement of our 2004-2005 IRS audit as well as the related impact on state tax returns. Settlements during 2011 primarily related to an audit of a separate tax return of our Swiss subsidiary. Settlements during 2010 related to a settlement of a Mexico tax issue and a settlement of the 1998-2002 IRS audit.

The expiration of statute of limitations primarily relate to state taxes where the statute has closed.

The total amount of unrecognized tax benefits including interest and penalties at December 31, 2012 and 2011 , that would affect the Company’s overall effective tax rate if recognized was $13.2 million and $19.4 million , respectively. Unrecognized tax benefits subject to a lapse in the statute of limitations by December 31, 2013 total $1.0 million . Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease by December 31, 2013 due to settlements with taxing authorities. Amounts expected to settle by December 31, 2013 total $28.7 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, 2012 and 2011 was $10.3 million and $13.3 million , respectively. Income tax expense for the year ended December 31, 2012 , included a decrease in income tax expense of $3.0 million in interest expense and penalties related to uncertain tax positions. Income tax expense for the year ended December 31, 2011 , included an increase in income tax expense of $2.1 million in interest expense and penalties related to uncertain tax positions.

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Note 14. Employee Retirement Plans

The Company sponsors defined benefit plans and defined contribution profit sharing plans that provide retirement 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,
	2012	2011	2010
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate	4.25%	5.40%	5.90%
Compensation increase rate	4.00%	3.00%	3.00%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate	5.40%	5.90%	6.10%
Long-term rate of return on plan assets	7.75%	7.75%	7.75%
Compensation increase rate	3.00%	3.00%	3.00%

The obligation discount rate assumption is determined by deriving a single discount rate from a theoretical settlement portfolio of high quality corporate bonds sufficient to provide for the plans' projected benefit payments. 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. The compensation increase rate pertains solely to the pension plan of the Company's Inland Barge segment as the accrued benefits of the Company's remaining pension plans were frozen in 2009.

Components of Net Retirement Cost



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Expense Components
Service cost	$	0.9		$	0.8		$	0.9
Interest	19.4			19.6			18.7
Expected return on plan assets	(22.9		)	(22.8		)	(20.1		)
Amortization and deferral:
Actuarial loss	3.2			1.8			1.9
Prior service cost	0.1			0.1			0.1
Other	—			—			0.2
Defined benefit expense	0.7			(0.5		)	1.7
Profit sharing	11.9			9.3			8.3
Net expense	$	12.6		$	8.8		$	10.0

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Obligations and Funded Status



	Year Ended December 31,
	2012			2011
	(in millions)
Accumulated Benefit Obligations	$	442.5		$	364.8
Projected Benefit Obligations:
Beginning of year	$	364.8		$	335.8
Service cost	0.9			0.8
Interest	19.4			19.6
Benefits paid	(13.3		)	(14.7		)
Actuarial loss	70.7			23.3
End of year	$	442.5		$	364.8
Plans' Assets:
Beginning of year	$	290.6		$	291.1
Actual return on assets	45.5			(1.2		)
Employer contributions	17.3			15.4
Benefits paid	(13.3		)	(14.7		)
End of year	$	340.1		$	290.6
Consolidated Balance Sheet Components:
Funded status	$	(102.4	)	$	(74.2	)
Percent of projected benefit obligations funded	76.9		%	79.7		%

The unfunded status of the plans of $102.4 million and $74.2 million at December 31, 2012 and 2011 , respectively, was recognized in the accompanying balance sheets 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, 2013 .

Amounts Recognized in Other Comprehensive Income (Loss)



	Year Ended December 31,
	2012			2011			2010
	(in millions)
Actuarial gain (loss)	$	(48.1	)	$	(47.3	)	$	11.9
Amortization of actuarial loss	3.2			1.7			1.9
Amortization of prior service cost	0.1			0.1			0.1
Other	—			—			(0.2		)
Settlements	—			—			0.2
Total before income taxes	(44.8		)	(45.5		)	13.9
Income tax expense (benefit)	(16.7		)	(16.9		)	5.2
Net amount recognized in other comprehensive income (loss)	$	(28.1	)	$	(28.6	)	$	8.7

Included in AOCL at December 31, 2012 were the following amounts that have not been recognized in net periodic pension cost: prior service cost of $0.2 million ( $0.1 million net of related income taxes) and unrecognized actuarial losses of $156.9 million ( $98.7 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, 2013 is $4.8 million ( $3.0 million net of related income taxes).

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Plan Assets

The estimated fair value of plan assets at year end 2012 and 2011 , indicating input levels used to determine fair value, and the range of target asset allocations are as follows:



	Target Allocation	December 31, 2012		December 31, 2011
Cash and cash equivalents		1	%	3	%
Equity securities	60-80%	73		66
Debt securities	20-40%	26		31
Total		100	%	100	%



	Fair Value Measurement as of December 31, 2012
	(in millions)
	Level 1		Level 2		Level 3		Total

Temporary cash investments	$	3.3	$	—	$	—	$	3.3
Common trust funds	—		336.8		—		336.8
	$	3.3	$	336.8	$	—	$	340.1



	Fair Value Measurement as of December 31, 2011
	(in millions)
	Level 1		Level 2		Level 3		Total

Temporary cash investments	$	9.7	$	—	$	—	$	9.7
Common trust funds	—		207.4		—		207.4
Registered investment companies	73.5		—		—		73.5
	$	83.2	$	207.4	$	—	$	290.6

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, international equities, and domestic real estate investment trusts. The fixed income allocation is weighted toward domestic long duration bonds. There is also a lesser exposure to domestic high yield and emerging market sovereign debt. 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.

The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used in determining fair value, including the general classification of such instruments pursuant to the valuation hierarchy as described further in Note 3 Fair Value Accounting.

Temporary cash investments - These investments consist of U.S. dollars held in master trust accounts with the trustee. These temporary cash investments are classified as Level 1 instruments.

Common trust funds - Common trust funds are comprised of shares or units in commingled funds that are not publicly traded. The underlying assets in these funds are publicly traded on exchanges and price quotes for the assets held by these funds are readily available. Holdings of common trust funds are classified as Level 2 investments.

Registered investment companies - Registered investment companies are mutual funds registered with the Securities and Exchange Commission. Mutual fund shares are traded actively on public exchanges. The share prices for mutual funds are published at the close of each business day. Holdings of mutual funds are classified as Level 1 investments.

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Cash Flows

Employer contributions for the year ending December 31, 2013 are expected to be $18.9 million for the defined benefit plans compared to $17.3 million contributed during 2012 . Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2013 are expected to be $11.9 million compared to $9.3 million , $8.2 million and $7.9 million during 2012 , 2011 , and 2010 , respectively.

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



	Years ending December 31,
	(in millions)
2013	$	15.8
2014	16.8
2015	18.0
2016	19.2
2017	20.6
2018-2022	122.5

Participants in the Pension Plan are eligible to receive future retirement benefits through a company-funded annual retirement contribution provided through the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. The contribution ranges from one to three percent of eligible compensation based on service. Both the annual retirement contribution and the company matching contribution are discretionary, requiring board approval, and are made annually with the investment of the funds directed by the participants.

Note 15. Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss for the twelve months ended December 31, 2012 , 2011 , and 2010 are as follows:



	Currency translation adjustments			Unrealized loss on derivative financial instruments			Net actuarial gains/(losses) of defined benefit plans			Other			Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2009	$	(17.1	)	$	(29.0	)	$	(50.8	)	$	(1.1	)	$	(98.0	)
Other comprehensive income (loss)	—			(7.3		)	8.7			1.1			2.5
Balances at December 31, 2010	(17.1		)	(36.3		)	(42.1		)	—			(95.5		)
Other comprehensive income (loss)	—			0.1			(28.6		)	—			(28.5		)
Reclassification of purchase of additional interest in TRIP Holdings	—			(15.5		)	—			—			(15.5		)
Tax expense allocation related to TRIP Holdings unrealized loss on derivative financial instruments	—			5.5			—			—			5.5
Balances at December 31, 2011	(17.1		)	(46.2		)	(70.7		)	—			(134.0		)
Other comprehensive income (loss)	0.6			11.4			(28.1		)	—			(16.1		)
Balances at December 31, 2012	$	(16.5	)	$	(34.8	)	$	(98.8	)	$	—		$	(150.1	)

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

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Note 16. Stock-Based Compensation

The Company's 2004 Amended and Restated Stock Option and Incentive Plan (“the Plan”) provides for awarding 6,000,000 (adjusted for stock splits) shares of common stock plus (i) shares covered by forfeited, expired, and canceled options granted under prior plans; and (ii) shares tendered as full or partial payment for the purchase price of an award or to satisfy tax withholding obligations. At December 31, 2012 , a total of 1,443,350 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 awards; 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.

The cost of employee services received in exchange for awards of equity instruments are referred to as share-based payments and are 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. Stock-based compensation totaled $28.3 million , $23.5 million , and $15.7 million for the years ended December 31, 2012 , 2011 , and 2010 , respectively.

The income tax benefit related to stock-based compensation expense was $6.4 million , $10.0 million , and $4.0 million for the years ended December 31, 2012 , 2011 , and 2010 , respectively. 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, 2012 , 2011 , and 2010 .

Stock Options

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.



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)	Aggregate Intrinsic Value
						(in millions)
Options outstanding at December 31, 2011	653,516		$	16.30
Granted	—		—
Exercised	(419,158	)	$	16.04
Cancelled	(373	)	14.47
Options outstanding at December 31, 2012	233,985		$	16.78	4.1	$4.5

Options exercisable:
December 31, 2011	223,016		$	16.42	2.1	$3.0
December 31, 2012	233,985		$	16.78	4.1	$4.5

At December 31, 2012 , there was no unrecognized compensation expense related to stock options. The intrinsic value of options exercised totaled $6.6 million , $3.6 million , and $0.9 million during fiscal years 2012 , 2011 , and 2010 , respectively.

Restricted Stock

Restricted share awards consist of restricted stock, restricted stock units, and performance units. Restricted stock and restricted stock units generally vest for periods ranging from one to fifteen years from the date of grant. Certain restricted stock and restricted stock units vest in their entirety upon the employee's retirement from the Company, the employee's reaching the age of 65 , 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 and are released upon completion of the directors' service to the Company. 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. Performance units are granted to employees based upon their target value however, depending upon the achievement of certain specified goals, may increase in value up to 200% of target. Certain performance awards provide that the Board of Directors has the right to disallow the granting of performance units for values in excess of target and, accordingly, no expense in excess of the target value is recognized for any units subject to such negative discretion. The performance units vest

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upon certification by the Human Resources Committee of the Board of Directors of the achievement of the specified performance goals. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally either two or three years.



	Number of Restricted Share Awards		Weighted Average Fair Value per Award
Restricted share awards outstanding at December 31, 2011	3,062,661		$	27.39
Granted	1,067,105		29.44
Vested	(644,044	)	27.78
Forfeited	(184,351	)	30.30
Restricted share awards outstanding at December 31, 2012	3,301,371		$	27.82

At December 31, 2012 , unrecognized compensation expense related to restricted share awards totaled $62.8 million which will be recognized over a weighted average period of 4.2 years. The total fair value of shares vested and released during fiscal years 2012 , 2011 , and 2010 was $16.9 million , $23.3 million , and $11.7 million , respectively. The weighted average fair value of restricted share awards granted during 2012 , 2011 , and 2010 was $29.44 , $34.21 and $25.18 per share, respectively.

Note 17. Earnings Per Common Share

Basic net income attributable to Trinity Industries, Inc. per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of basic common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity 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 3.1 million shares, 3.0 million shares, and 2.8 million shares, for the years ended December 31, 2012 , 2011 , and 2010 , respectively.

The computation of basic and diluted net income attributable to Trinity Industries, Inc. follows. Amounts previously reported have been adjusted to reflect discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations. See Note 2 Acquisitions and Divestitures.



	Year Ended December 31, 2012
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	251.9
Less: net loss from continuing operations attributable to noncontrolling interest	(1.5		)
Net income from continuing operations attributable to Trinity Industries, Inc.	253.4
Unvested restricted share participation	(7.7		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	245.7			77.3	$	3.18
Effect of dilutive securities:
Stock options	—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	245.7		77.5	$	3.17

Net income from discontinued operations, net of taxes	$	1.8
Unvested restricted share participation	(0.1		)
Net income from discontinued operations, net of taxes – basic	1.7			77.3	$	0.02
Effect of dilutive securities:
Stock options	—			0.2
Net income from discontinued operations, net of taxes – diluted	$	1.7		77.5	$	0.02

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	Year Ended December 31, 2011
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	146.8
Less: net income from continuing operations attributable to noncontrolling interest	3.5
Net income from continuing operations attributable to Trinity Industries, Inc.	143.3
Unvested restricted share participation	(5.0		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	138.3			77.5	$	1.78
Effect of dilutive securities:
Stock options	—			0.3
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	138.3		77.8	$	1.78

Net loss from discontinued operations, net of taxes	$	(1.1	)
Unvested restricted share participation	—
Net loss from discontinued operations, net of taxes – basic	(1.1		)	77.5	$	(0.01	)
Effect of dilutive securities:
Stock options	—			0.3
Net loss from discontinued operations, net of taxes – diluted	$	(1.1	)	77.8	$	(0.01	)



	Year Ended December 31, 2010
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS
Net income from continuing operations	$	69.4
Less: net income from continuing operations attributable to noncontrolling interest	8.0
Net income from continuing operations attributable to Trinity Industries, Inc.	61.4
Unvested restricted share participation	(2.1		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	59.3			76.8	$	0.77
Effect of dilutive securities:
Stock options	—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	59.3		77.0	$	0.77

Net income from discontinued operations, net of taxes	$	6.0
Unvested restricted share participation	(0.2		)
Net income from discontinued operations, net of taxes – basic	5.8			76.8	$	0.08
Effect of dilutive securities:
Stock options	—			0.2
Net income from discontinued operations, net of taxes – diluted	$	5.8		77.0	$	0.08

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Note 18. Commitments and Contingencies

Highway Products Litigation

On September 2, 2011, the Company and the Texas A&M University System, as Plaintiffs, filed litigation in Virginia asserting claims of patent and trademark infringement against SPIG Industry, LLC, SPIG Industry, Inc., and Selco Construction Services, Inc. The litigation alleged that without authorization SPIG Industry, LLC and SPIG Industry, Inc. manufactured and sold, and Selco Construction Services, Inc. installed certain highway guardrail end terminal products that copied the Plaintiffs' ET-Plus System (“ET-Plus”).

The ET-Plus is a patented, energy-absorbing, guardrail end terminal system designed by engineers at the Texas A&M Transportation Institute. The ET-Plus is manufactured under license, marketed and sold by Trinity Highway Products, LLC, a wholly owned subsidiary of the Company. The ET-Plus is typically purchased by state Departments of Transportation and highway construction contractors for use along roadways and medians. The Company settled the infringement lawsuit on acceptable terms and thereafter proceeded with defamation and disparagement lawsuits in Texas and Georgia alleging that Joshua Harman, an officer in each of SPIG Industry, LLC, SPIG Industry, Inc., and Selco Construction Services, Inc. has made and continues to make egregiously false and misleading statements and claims about the ET-Plus and the Company.

In a related matter, on January 28, 2013, the Company was advised that the United States filed a “Notice of Election to Decline Intervention” in a False Claims Act (Qui Tam) complaint filed under seal on March 6, 2012 in the United States District Court for the Eastern District of Texas, Marshall Division styled JOSHUA HARMAN, on behalf of the UNITED STATES OF AMERICA, PLAINTIFF/Relator (“Mr. Harman”) v. TRINITY INDUSTRIES, INC., DEFENDANT, Case 2:12-cv-00089-JRG. Although the Company has not received service of process in this litigation, it has obtained a copy of the complaint. Mr. Harman alleges that the Company presented false or fraudulent claims, records or statements to the United States to obtain payment or approval, ostensibly related to the ET-Plus, and seeks damages equaling the cost to recall and replace all installations of the ET-Plus plus treble civil penalties, costs, and interest. The Company notes that since its introduction in 2000, including all improvement modifications thereafter, the ET-Plus has satisfied the testing criteria required by the governing National Cooperative Highway Research Program Report 350 and the product approval requirements of the Federal Highway Administration. The Company intends to vigorously defend Mr. Harman's allegations which will likely result in certain legal expenses. We do not believe that a loss is probable nor can a range of losses be determined. Accordingly, no accrual or range of loss has been included in the accompanying consolidated financial statements.

Railworthiness Directive

As previously reported, in 2011 the Company received the approval of the Federal Railroad Administration to implement a voluntary recertification of 948 tank cars owned or managed by the Company’s wholly-owned, railcar leasing subsidiary and used in transporting poison inhalation hazard (“PIH”) materials. The recertification process is underway and being performed in conjunction with the normal three to five year, federally mandated inspection cycle for tank cars in PIH service. Maintenance costs associated with this recertification process are expensed as incurred. The additional costs estimated to be incurred for compliance with the directive are not expected to be significant.

Other Matters

As previously reported, Trinity Structural Towers, Inc., a wholly-owned subsidiary of the Company, is in litigation with a structural wind towers customer for the customer’s breach of a long-term supply contract for the manufacture of towers. While the customer partially performed the contract, it ultimately defaulted on its purchase obligation and did not remedy such default following written notice. Discovery in this litigation is continuing.

The Company is involved in claims and lawsuits incidental to our business arising from various matters including product warranty, personal injury, environmental issues, workplace laws, and various governmental regulations. The Company evaluates its exposure to such claims and suits periodically and establishes accruals for these contingencies when a range of loss can be reasonably estimated. The range of loss for such matters, taking into consideration our rights in indemnity and recourse to third parties is $4.0 million to $29.4 million . Total accruals of $16.1 million , including environmental and workplace matters described below, are included in accrued liabilities in the accompanying consolidated balance sheet. The Company believes any additional liability would not be material to its financial position or results of operations.

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Trinity is subject to remedial orders and Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $7.2 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. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

Other Commitments

Non-cancelable purchase obligations amounted to $649.6 million as of December 31, 2012 , of which $567.1 million is for the purchase of raw materials and components, principally by the Rail, Inland Barge, and Energy Equipment Groups.

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Note 19. Selected Quarterly Financial Data (Unaudited)



	Three Months Ended
	March 31, 2012			June 30, 2012		September 30, 2012		December 31, 2012
	(in millions except per share data)
Revenues:
Manufacturing	$	754.1		$	803.2	$	748.0	$	862.2
Leasing	142.1			192.3		159.3		150.7
	896.2			995.5		907.3		1,012.9
Operating costs:
Costs of revenues:
Manufacturing	645.7			665.8		630.7		707.7
Leasing	73.4			112.1		84.3		80.5
Other	11.1			14.4		13.1		12.7
	730.2			792.3		728.1		800.9
Selling, engineering, and administrative expenses	50.7			53.0		55.8		64.6
Gain on disposition of property, plant, and equipment	7.4			2.3		17.3		11.5
Operating profit	122.7			152.5		140.7		158.9
Net income from continuing operations	52.4			66.1		62.4		71.0
Discontinued operations, net of tax	(0.1		)	1.4		0.7		(0.2		)
Net income	52.3			67.5		63.1		70.8
Net income attributable to Trinity Industries, Inc.	52.9			67.8		63.2		71.3
Net income attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	0.66		$	0.82	$	0.79	$	0.90
Discontinued operations	—			0.02		0.01		—
	$	0.66		$	0.84	$	0.80	$	0.90
Diluted:
Continuing operations	$	0.66		$	0.82	$	0.79	$	0.90
Discontinued operations	—			0.02		0.01		—
	$	0.66		$	0.84	$	0.80	$	0.90

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	Three Months Ended
	March 31, 2011			June 30, 2011		September 30, 2011		December 31, 2011
	(in millions except per share data)
Revenues:
Manufacturing	$	473.3		$	546.1	$	609.2	$	758.3
Leasing	119.8			128.2		147.4		156.0
	593.1			674.3		756.6		914.3
Operating costs:
Costs of revenues:
Manufacturing	393.0			466.8		518.3		661.2
Leasing	60.5			63.3		78.6		87.9
Other	8.1			7.4		7.1		5.3
	461.6			537.5		604.0		754.4
Selling, engineering, and administrative expenses	45.8			43.7		50.0		54.5
Gain on disposition of property, plant, and equipment	1.6			2.3		2.0		34.1
Operating profit	87.3			95.4		104.6		139.5
Net income from continuing operations	26.8			31.6		31.1		57.3
Discontinued operations, net of tax	(1.2		)	0.0		0.5		(0.4		)
Net income	25.6			31.6		31.6		56.9
Net income attributable to Trinity Industries, Inc.	24.2			30.0		31.9		56.1
Net income (loss) attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	0.32		$	0.37	$	0.39	$	0.71
Discontinued operations	(0.02		)	—		0.01		(0.01		)
	$	0.30		$	0.37	$	0.40	$	0.70
Diluted:
Continuing operations	$	0.32		$	0.37	$	0.39	$	0.71
Discontinued operations	(0.02		)	—		0.01		(0.01		)
	$	0.30		$	0.37	$	0.40	$	0.70

Amounts previously reported have been adjusted to reflect discontinued operations resulting from the expected sale of the Company's ready-mix concrete operations. See Note 2 Acquisitions and Divestitures.

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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, 2012 . 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, 2012 , 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, 2012 , 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 follows:

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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, 2012, 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. and Subsidiaries' 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, 2012, 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, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity for each of the three years in the period ended December 31, 2012 of Trinity Industries, Inc. and Subsidiaries and our report dated February 21, 2013 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 21, 2013

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Item 9B. Other Information.

None.

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 2013 Annual Meeting of Stockholders (the “ 2013 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 and Other Corporate 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 - Board Committees - Audit Committee” in the Company's 2013 Proxy Statement. Information regarding the Company's Audit Committee is incorporated by reference to the information set forth under the caption “Corporate Governance - Board Committees - Audit Committee” in the Company's 2013 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 2013 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 2013 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 2013 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 2013 Proxy Statement.

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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 2013 Proxy Statement, under the caption “Security Ownership - Security Ownership of Certain Beneficial Owners and Management.”

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, 2012 .

Equity Compensation Plan Information

	(a)		(b)		(c)
	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category:
Equity compensation plans approved by security holders:
Stock Options	233,985		$	16.78
Restricted stock units and performance units	901,219	¹	$	—
	1,135,204				1,443,350
Equity compensation plans not approved by security holders	—	²			—
Total	1,135,204				1,443,350

____________

¹ Includes 306,074 shares of common stock issuable upon the vesting and conversion of restricted stock units and 595,145 shares of common stock issuable upon the vesting and conversion of performance units. The Board of Directors has the right to disallow the granting of performance units for values in excess of target and, accordingly, no expense or number of shares in excess of the target value is recognized for any units subject to negative discretion. The restricted stock units and performance 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, 2012, there were 111,753 phantom stock units 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 2013 Proxy Statement, under the caption “Executive Compensation - Post-Employment Benefits.” At December 31, 2012, there were 45,480 stock units 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 2013 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 2013 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 2012 and 2011 ” in the Company's 2013 Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements.

See Item 8.

(2) Financial Statement Schedule.

All schedules are omitted because they are not required, not significant, not applicable or the information is shown in the financial statements or the notes to consolidated financial statements.

(3) Exhibits.

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

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EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:


1)	Post-Effective Amendment No. 3 to the Registration Statement (Form S-8, No. 2-64813),


2)	Post-Effective Amendment No. 1 to the Registration Statement (Form S-8, No. 33-10937),


3)	Registration Statement (Form S-8, No. 33-35514),


4)	Registration Statement (Form S-8, No. 33-73026),


5)	Registration Statement (Form S-8, No. 333-77735),


6)	Registration Statement (Form S-8, No. 333-91067),


7)	Registration Statement (Form S-8, No. 333-85588),


8)	Registration Statement (Form S-8, No. 333-85590),


9)	Registration Statement (Form S-8, No. 333-114854),


10)	Registration Statement (Form S-8, No. 333-115376),


11)	Registration Statement (Form S-3, No. 333-134596),


12)	Registration Statement (Form S-8, No. 333-159552),


13)	Registration Statement (Form S-8, No. 333-169452), and


14)	Registration Statement (Form S-8, No. 333-183941);

of our reports dated February 21, 2013 with respect to the consolidated financial statements 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) of Trinity Industries, Inc. and Subsidiaries for the year ended December 31, 2012 .

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 21, 2013

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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.	By	/s/ James E. Perry
Registrant
		James E. Perry
		Senior Vice President and
		Chief Financial Officer
		February 21, 2013

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. Adams	/s/ Melendy Lovett
John L. Adams	Melendy Lovett
Director	Director
Dated: February 21, 2013	Dated: February 21, 2013

/s/ Rhys J. Best	/s/ Douglas L. Rock
Rhys J. Best	Douglas L. Rock
Director	Director
Dated: February 21, 2013	Dated: February 21, 2013

/s/ David W. Biegler
David W. Biegler	Principal Executive Officer:
Director
Dated: February 21, 2013	/s/ Timothy R. Wallace
	Timothy R. Wallace
/s/ Leldon E. Echols	Chairman, Chief Executive Officer, President, and Director
Leldon E. Echols	Dated: February 21, 2013
Director
Dated: February 21, 2013
	Principal Financial Officer:
/s/ Ronald J. Gafford
Ronald J. Gafford	/s/ James E. Perry
Director	James E. Perry
Dated: February 21, 2013	Senior Vice President and Chief Financial Officer
	Dated: February 21, 2013
/s/ Ronald W. Haddock
Ronald W. Haddock
Director	Principal Accounting Officer:
Dated: February 21, 2013
	/s/ Mary E. Henderson
/s/ Adrián Lajous	Mary E. Henderson
Adrián Lajous	Vice President, Chief Accounting Officer, and Controller
Director	Dated: February 21, 2013
Dated: February 21, 2013

/s/ Charles W. Matthews
Charles W. Matthews
Director
Dated: February 21, 2013

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INDEX TO EXHIBITS 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 (filed herewith).
(3.2)		Amended and Restated By-Laws of Trinity Industries, Inc., as amended December 7, 2012 (incorporated by reference to Exhibit 99.1 to our Form 8-K filed December 12, 2012).
(4.1)		Indenture, dated June 7, 2006, between Trinity Industries, Inc. and Wells Fargo Bank, National Association, as trustee (including the Form of 3 7/8% Convertible Subordinated Note due 2036 as an exhibit thereto) (incorporated by reference to Exhibit 4.01 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
(4.1.1)		Officers' Certificate of Trinity Industries, Inc. pursuant to the Indenture dated June 7, 2006, relating to the Company's 3 7/8% Convertible Subordinated Notes due 2036 (incorporated by reference to Exhibit 4.01.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
(4.2)		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).
(4.3)		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).
(4.3.1)		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).
(4.3.2)		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).
(4.3.3)		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).
(10.1.1)		Form of Amended and Restated Executive Severance Agreement entered into between Trinity Industries, Inc. and the Chief Executive Officer, and each of the 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 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 Annual Report on Form 10-K for the annual period ended December 31, 2010).*
(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, 2011).*
(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 ended December 31, 2011).*
(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 ended December 31, 2011).*
(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, 2011).*
(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, 2011).*
(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, 2011).*
(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)		Trust Agreement for Trinity Industries, Inc. Deferred Compensation Trust dated December 15, 2011 (incorporated by reference to Exhibit 10.5 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*

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

NO.		DESCRIPTION
(10.6)		Trust Agreement for Trinity Industries, Inc. Supplemental Profit Sharing and Directors Fee Trust dated December 15, 2011 (incorporated by reference to Exhibit 10.6 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
(10.7)		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).*
(10.7.1)		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).*
(10.8)		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).*
(10.8.1)		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, 2011).*
(10.8.2)		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, 2011).*
(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 (incorporated by reference to Exhibit 10.9.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).*
(10.9.2)		Amendment No. 2 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).*
(10.9.3)		Amendment No. 3 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.3 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
(10.9.4)		Amendment No. 4 to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
(10.10)		Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed May 4, 2010).*
(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 10.10.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
(10.10.1.1)		Non-Qualified Stock Option Terms and Conditions as of December 6, 2005 ( incorporated by reference to Exhibit 10.10.1.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
(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 10.10.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
(10.10.2.1)		Incentive Stock Option Terms and Conditions as of December 6, 2005 (incorporated by reference to Exhibit 10.10.2.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).*
(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 10.10.4 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
(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).*

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

NO.		DESCRIPTION
(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)		Form of Performance Restricted Stock Unit Grant Agreement for grants issued commencing 2011 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).*
(10.11)		Trinity Industries, Inc. Supplemental Retirement Plan Trust (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2012).*
(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).
(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).

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

NO.		DESCRIPTION
(10.17)		Third Amended and Restated Credit Agreement dated as of October 20, 2011 among Trinity Industries, Inc, as Borrower, JP Morgan Chase Bank, N.A., individually and as Administrative Agent, and certain other Lenders party thereto from time to time (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
(10.18)		Second Amended and Restated Warehouse Loan Agreement dated as of May 29, 2009 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).
(10.18.1)		Amendment No.1 to the Second Amended and Restated Warehouse Loan Agreement, dated February 4, 2011, amending the Second Amended and Restated of Warehouse Loan Agreement dated May 29, 2009 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on February 8, 2011).
(10.18.2)		Amendment No. 3 to the Second Amended and Restated Warehouse Loan Agreement, dated February 1, 2013, amending the Second Amended and Restated Warehouse Loan Agreement dated May 29, 2009 (incorporated by reference to Exhibit 10.1 to our From 8-K filed on February 4, 2013).
(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 (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).
(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. (incorporated by reference to Exhibit 10.20.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2009).
(10.21)		Perquisite Plan beginning January 1, 2004 in which the Company's Executive Officers participate (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the annual period ended December 31, 2010).*
(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 10.22 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
(10.22.1)		Master Indenture dated May 24, 2006, between Trinity Rail Leasing V L.P. and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.22.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
(10.23)		Board Compensation Summary Sheet (filed herewith).*
(10.25)		Indenture dated as of October 25, 2010, between Trinity Rail Leasing 2010 LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).
(10.25.1)		Purchase and Contribution Agreement, dated as of October 25, 2010, among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2010 LLC (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).
(10.25.2)		Note Purchase Agreement dated October 18, 2010 among Trinity Industries, Inc., Trinity Industries Leasing Company, Trinity Rail Leasing 2010 LLC, Credit Suisse Securities (USA) LLC, Lloyds TSB Bank PLC, Credit Agricole Securities (USA) Inc., Wells Fargo Securities, LLC, and Rabo Securities USA, Inc. (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010).

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

NO.		DESCRIPTION
(10.26)		Note Purchase Agreement dated June 29, 2011, among Trinity Industries Leasing Company, TRIP Rail Holdings LLC, TRIP Rail Leasing LLC, and TRIP Rail Master Funding LLC, and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
(10.26.1)		Purchase and Contribution Agreement dated July 6, 2011, among TRIP Rail Leasing, LLC, Trinity Industries Leasing Company, TRIP Rail Master Funding LLC (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
(10.26.2)		Master Indenture dated July 6, 2011, among TRIP Rail Master Funding LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011).
(10.27)		Form of Indemnification Agreement between Trinity Industries, Inc. and certain directors and executive officers (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the annual period ended December 31, 2011).
(10.28)		Note Purchase Agreement dated December 12, 2012, among Trinity Industries, Inc., Trinity Industries Leasing Company, Trinity Rail Leasing 2012 LLC, Credit Suisse Securities (USA) LLC, Credit Agricole Securities (USA) Inc., Lloyd's Securities Inc., Rabo Securities USA, Inc., and Wells Fargo Securities, LLC (filed herewith).
(10.28.1)		Master Indenture dated December 19, 2012, between Trinity Rail Leasing 2012 LLC and Wilmington Trust Company, as Indenture Trustee (filed herewith).
(10.28.2)		Purchase and Contribution Agreement, dated December 19, 2012, among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2012 LLC (filed herewith).
(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).
(95)		Mine Safety Disclosure Exhibit (filed herewith).
101.INS		XBRL Instance Document (filed electronically herewith)
101.SCH		XBRL Taxonomy Extension Schema Document (filed electronically herewith)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)

____________



*	Management contracts and compensatory plan arrangements.

Exhibit 3.1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

TRINITY INDUSTRIES, INC.

Pursuant to the provisions of Section 242 of the General Corporation

Law of Delaware, the undersigned hereby certifies the following amendment

to the Certificate of Incorporation, as amended, of TRINITY INDUSTRIES, INC.

(the "Company") has been duly adopted in accordance with the provisions of

Section 242, to-wit:

This Certificate of Amendment to the Certificate of Incorporation, as

amended, amends the first paragraph of Article IV of the Certificate of

Incorporation, as amended, for the Company, as heretofore amended, supplemented

and restated, by deleting the first paragraph of Article IV thereof and

substituting in lieu thereof a new paragraph, which shall read in its entirety

as follows:

"ARTICLE IV.

------------

Authorized Capital Stock

------------------------

The total number of shares of stock which the corporation shall have

authority to issue is Two Hundred and One Million and Five Hundred Thousand

(201,500,000) shares, of which One Million Five Hundred Thousand (1,500,000)

shares shall be voting Preferred Stock without par value and Two Hundred Million

(200,000,000) shares shall be Common Stock with a par value of One Dollar

($1.00) per share."

IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of

Incorporation, as amended, has been executed by a duly authorized officer of the

Company this 23rd day of May, 2007.

TRINITY INDUSTRIES, INC.

By: /s/ Paul M. Jolas

----------------------------------------

Paul M. Jolas

Deputy General Counsel -- Corporate and

Transactions, and Corporate Secretary

PAGE 1

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

----------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

AMENDMENT OF "TRINITY INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE EIGHTEENTH

DAY OF DECEMBER, A.D. 1987, AT 10 O'CLOCK A.M.

/s/ EDWARD J. FREEL

-----------------------------------

Edward J. Freel, Secretary of State

[SEAL]

2098029 8100 AUTHENTICATION: 0779754

001549195 DATE: 11-08-00

[STAMP]

CERTIFICATE TO FIRST AMENDMENT

CERTIFICATE OF INCORPORATION

TRINITY INDUSTRIES, INC.

Pursuant to the provisions of Section 242 of the General Corporation

Law of Delaware, the undersigned hereby certify that the following amendment to

the Certificate of Incorporation of TRINITY INDUSTRIES, INC. (the "Company") has

been duly adopted in accordance with the provisions of Section 242, to-wit:

Article XI is added to the Certificate of Incorporation of the Company

to read in its entirety as follows:

ARTICLE XI

No director of the corporation shall be personally liable to the

corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director, except for liability (i) for any breach of the director's

duty of loyalty to the corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174 of the Delaware General Corporation

Law, or (iv) for any transaction from which the director derived an improper

personal benefit. Any repeal or modification of the foregoing provisions of this

Article XI by the stockholders of the corporation shall not adversely affect any

right or protection of a director of the corporation existing at the time of

such repeal or modification.

IN WITNESS WHEREOF, the undersigned have executed this document as of

December 15th, 1987.

TRINITY INDUSTRIES, INC.

By: /s/ F. DEAN PHELPS, JR.

-------------------------------------

F. Dean Phelps, Jr.

Vice President

ATTEST:

/s/ J. J. FRENCH, JR.

-------------------------------

J. J. French, Jr.

Secretary

PAGE 1

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

----------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

AMENDMENT OF "TRINITY INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE SIXTH DAY

OF AUGUST, A.D. 1993, AT 1:30 O'CLOCK P.M.

/s/ EDWARD J. FREEL

-----------------------------------

Edward J. Freel, Secretary of State

[SEAL]

2098029 8100 AUTHENTICATION: 0779755

001549195 DATE: 11-08-00

[STAMP]

SECOND AMENDMENT

CERTIFICATE OF INCORPORATION

TRINITY INDUSTRIES, INC.

Pursuant to the provisions of Section 242 of the General Corporation

Law of Delaware, the undersigned hereby certify the following amendment to the

Certificate of Incorporation of TRINITY INDUSTRIES, INC. (the "Company") has

been duly adopted in accordance with the provisions of Sections 242, to-wit:

Article IV of the Company's Certificate of Incorporation is amended to

increase the authorized number of shares of stock that the Company shall have

authority to issue from Forty One Million Five Hundred Thousand (41,500,000)

shares to One Hundred One Million Five Hundred Thousand (101,500,000) shares

and the authorized number of shares of Common Stock from Forty Million

(40,000,000) shares to One Hundred Million (100,000,000) shares by substituting

the following in lieu of the existing Article IV of the Certificate of

Incorporation so that Article IV as amended shall read in its entirety as

follows:

"ARTICLE IV.

Authorized Capital Stock

The total number of shares of stock which the corporation

shall have authority to issue is One Hundred and One Million Five

Hundred Thousand (101,500,000) shares, of which One Million Five

Hundred Thousand (1,500,000) shares shall be voting Preferred Stock

without par value and One Hundred Million (100,000,000) shares shall be

Common Stock with a par value of One Dollar ($1.00) per share.

The following is a statement of the designations and the

powers, preferences and rights, and the qualifications, limitations or

restrictions thereof in respect of the shares of Preferred Stock and

Common Stock of the corporation and of the authority expressly granted

hereby to the Board of Directors of the corporation to fix by

resolution or resolutions any of such designations and powers,

preferences and rights, and qualifications, limitations and

restrictions thereof that may be desired but which shall not be fixed

by this Certificate of Incorporation.

A. Preferred Stock. The following is a statement of the

designations and the powers, preferences and rights, and the

qualifications, limitations or restrictions thereof in respect of the

shares of Preferred Stock.

1. Voting Rights of Preferred Stock. In addition to

such voting rights as may from time to time be required by the laws of

Delaware, the holders of Preferred Stock shall vote at such times as

holders of Common Stock may vote and in a like manner, one vote for

each share of stock held, and all shares of the corporation shall be

voted as a single class, except where specifically required by law to

vote separately.

2. Provisions Regarding Issuance. The Preferred Stock

may be issued from time to time in one or more series and in such

amounts and for such consideration as may be determined by the Board of

Directors. The designations, powers, preferences, and relative

participating, optional, conversion and other special rights, and the

qualifications, limitations or restrictions thereof, of the Preferred

Stock, and as between the series of the Preferred Stock, shall be as

are fixed herein and, to the extent not fixed herein, shall be such,

not inconsistent with the provisions of this Article IV, as may be

fixed by the Board of Directors, authority so to do being hereby

expressly granted, and stated in a resolution or resolutions adopted by

the Board of Directors providing for the issue of such series (herein

called "Directors' Resolution"). The Directors' Resolution as to any

series shall (a) designate the series, (b) fix the dividend rate of

such series, the payment dates for dividends on shares of such series

and, if the Board of Directors deems it advisable to cause dividends to

be cumulative, the date or dates, or the method of determining the date

or dates, from which dividends on shares of such series shall be

cumulative, (c) fix the amount or amounts payable on shares of such

series upon voluntary liquidation, dissolution or winding up, (d) state

the price or prices at which, and the terms and conditions on which,

the shares of such series may be redeemed at the option of the

corporation; and such Directors' Resolution may, in a manner not

inconsistent with the provisions of this Article IV, (i) limit the

number of shares of such series which may be issued, (ii) provide for a

sinking fund for the purchase or redemption of shares of such series

and determine the terms and conditions governing the operation of any

such fund, (iii) impose conditions or restrictions upon the creation of

indebtedness or upon

-2-

the issue of any additional stock (including additional shares of such

series or of any other series or of any other class) ranking on a

parity with or prior to the shares of such series as to dividends or

distribution of assets on liquidation, dissolution or winding up, (iv)

impose conditions or restrictions upon the payment of dividends upon,

or the making of other distributions to, or the redemption or

acquisition of, shares of such series, or shares of junior stock

theretofore issued, or any shares of any class of stock thereafter to

be issued, or any shares of Preferred Stock theretofore issued ranking

inferior to such series (as to dividends or distribution of assets on

liquidation, dissolution or winding up) to the extent that the terms of

such shares theretofore issued do not expressly prohibit the imposition

of such conditions or restrictions, or any shares of Preferred Stock

theretofore issued ranking prior to or on a parity with such series (as

to dividends or distribution of assets on liquidation, dissolution or

winding up) to the extent that the terms of such shares theretofore

issued expressly permit the imposition of such conditions or

restrictions, (v) grant rights of conversion or exchange of shares of

such series into or for shares of junior stock, and (vi) grant such

other special rights as shall not be inconsistent with the provisions

of this Article IV. The term "junior stock," as used in this Article

IV, shall mean shares of capital stock of the corporation ranking

junior to Preferred Stock as to dividends and distribution of assets on

liquidation, dissolution or winding up.

3. General Provisions. Subject to such further

conditions or restrictions as may be imposed in any Directors'

Resolution, so long as any shares of the Preferred Stock are

outstanding, in no event shall any dividends whatsoever, whether in

cash, stock or otherwise, be paid or declared, or any distribution be

made, on any junior stock, nor shall any shares of junior stock (other

than junior stock acquired in exchange for or out of the proceeds of

the issue of other junior stock or out of contributions to the capital

of the corporation) be purchased, redeemed, retired or otherwise

acquired for a valuable consideration by the corporation:

(1) unless all dividends on the Preferred Stock for

all past dividend periods shall have been paid or declared and

a sum sufficient for the payment thereof set apart, and the

full dividend thereon for the then current dividend period

shall have been paid or declared, and

-3-

(2) unless, as to each series of Preferred Stock for

which a sinking fund shall have been provided in the

Directors' Resolution providing for the issuance of such

series, the corporation shall have set aside the sum or sums

required to be set aside by such Directors' Resolution, to be

applied in the manner specified therein.

Subject to such conditions or restrictions as may be imposed

in any Directors' Resolution, the corporation at the option of the

Board of Directors may redeem in whole or in part the Preferred Stock

of such series which by its terms is redeemable, at the time or times

and on the terms and conditions fixed by the Directors' Resolution as

to such series in accordance with the terms applicable to such

Preferred Stock.

Any moneys set aside by the corporation and unclaimed at the

end of six years from the date fixed for redemption shall revert to the

general funds of the corporation.

So long as any shares of the Preferred Stock are outstanding,

the corporation shall not amend, alter or repeal any of the provisions

of this Article IV so as to affect adversely the rights, powers or

preferences of the Preferred Stock or of the holders thereof, nor shall

any consent or vote otherwise effective under said Article be effective

with respect to the rights, powers or preferences of such Preferred

Stock or be binding upon the holders of such Preferred Stock, without

the consent of the holders of at least two-thirds (2/3) of the number

of all outstanding shares of the Preferred Stock (and such further

consent of that proportion of the holders of the shares of any one or

more particular series, if any, as may be required by the Directors'

Resolution or Resolutions providing for the issuance of such one or

more particular series), given in person or by proxy, by vote at a

meeting called for that purpose.

So long as shares of a particular series of Preferred Stock

are outstanding, the corporation shall not amend, alter or repeal any

provision of the Directors' Resolution providing for the issuance of

such series so as to affect adversely the rights, powers or preferences

of the shares of such series or of the holders thereof, without the

consent of the holders of at lease two-thirds (2/3) of the number of

outstanding shares of said series, given in person or by proxy, by vote

at a meeting called for that purpose.

-4-

In the event of any liquidation, dissolution or winding up of

the corporation, then, before any distribution or payment shall be made

to the holder of any junior stock, the holders of the Preferred Stock

of each series shall be entitled to be paid, in the event of a

voluntary or involuntary liquidation, dissolution or winding up, such

preferential amounts as may be fixed for such series in the Directors'

Resolution providing for the issuance thereof. After such payment shall

have been made in full to the holders of the Preferred Stock, the

remaining assets and funds of the corporation shall be distributed

among the holders of junior stock according to their respective rights.

In the event that the assets of the corporation available for

distribution to holders of Preferred Stock shall not be sufficient to

make the payments herein required to be made in full, such assets shall

be distributed to the holders of the respective shares of Preferred

Stock in accordance with such priorities, if any, as between the

various series of Preferred Stock as may be specified in any Directors'

Resolution.

Preferred Stock redeemed or otherwise retired by the

corporation assumes the status of authorized but unissued Preferred

Stock and may thereafter, subject to the provisions of any Directors'

Resolution providing for the issue of any particular series of

Preferred Stock, be reissued in the same manner as authorized but

unissued Preferred Stock.

B. Common Stock.

1. Dividends. Subject to the prior rights and

preferences of the Preferred Stock, and subject to the provisions and

on the conditions set forth in the foregoing paragraph A of this

Article IV, or in any Directors' Resolution providing for the issue of

a series of Preferred Stock, such dividends (payable in cash, stock or

otherwise) as may be determined by the Board of Directors may be

declared and paid on the Common Stock from time to time out of any

funds legally available therefor.

2. Voting. Except as otherwise required by law, each

share of Common Stock shall have one vote, in person or by proxy, for

each share thereof held, and all shares of the corporation, including

shares of Preferred Stock shall be voted as a single class except where

specifically required by law to vote separately.

-5-

3. Distribution. After payment shall have been made

in full to the holders of the Preferred Stock in the event of any

liquidation, dissolution or winding up of the affairs of the

corporation, the remaining assets and funds of the corporation shall be

distributed among the holders of the Common Stock according to their

respective shares.

C. Pre-emptive Rights. No holder of any stock of the

corporation shall be entitled as a matter of right to purchase or

subscribe for any part of any stock of the corporation, authorized by

this Article IV, or of any additional stock of any class to be issued

by reason of any increase of the authorized stock of the corporation,

or of any bonds, certificates of indebtedness, debentures or other

securities convertible into stock of the corporation, but any stock

authorized by this Article IV or any such additional authorized issue

of new stock or of securities convertible into stock may be issued and

disposed of by the Board of Directors to such persons, firms,

corporations or associations for such consideration and upon such terms

and in such manner as the Board of Directors may in their discretion

determine without offering any thereof on the same terms or on any

terms to the stockholders then of record or to any class of

stockholders.

D. Miscellaneous. The corporation shall be entitled to treat

the person in whose name any share, right or option is registered as

the owner thereof for all purposes and shall not he bound to recognize

any equitable or other claim to or interest in such share, right or

option on the part of any other person, whether or not the corporation

shall have notice thereof, save as may be expressly provided by the

laws of the State of Delaware.

A Director shall be fully protected in relying in good faith

upon the books of account of the corporation or statements prepared by

any of its officials as to the value and amount of the assets,

liabilities and/or net profits of the corporation, or any other facts

pertinent to the existence and amount of surplus or other funds from

which dividends might properly be declared and paid.

Without action by the stockholders, the shares of stock may be

issued by the corporation from time to time for such consideration (not

less than the par value thereof if such stock has a par value) as may

be fixed from time to time by the Board of Directors, and any and

-6-

all such shares so issued, the full consideration for which has been paid

or delivered, shall be deemed fully paid stock and not liable to any

further call or assessment thereon, and the holder of such shares shall not

be liable for any further call or assessment thereon, or for any other

payment thereof."

IN WITNESS WHEREOF, the undersigned have executed this document as of

August 5, 1993.

TRINITY INDUSTRIES, INC.

By: /s/ F. DEAN PHELPS, JR.

------------------------------------

F. Dean Phelps, Jr.

Vice President

ATTEST:

/s/ J. J. FRENCH, JR.

---------------------------------------

J. J. French, Jr., Secretary

-7-

CERTIFICATE OF INCORPORATION

TRINITY INDUSTRIES, INC.

ARTICLE I.

Name

The name of the corporation is Trinity Industries, Inc.

ARTICLE II.

Registered Office and Agent

The address of its registered office in the State of Delaware is

Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County

of New Castle. The name of its registered agent at such address is The

Corporation Trust Company.

ARTICLE III.

Purpose

The purposes for which the corporation is organized are as follows:

1. To design and manufacture products of every description fabricated

in the various grades of ferrous and non-ferrous metals and their alloys, and to

buy, sell and otherwise deal therein.

2. To construct, build, manufacture, maintain, overhaul, repair and

erect structures of every kind and description manufactured of various grades of

ferrous and non-ferrous metals and their alloys, and to contract for the

construction and erection of such structures.

3. To manufacture, buy, sell, procure, distribute, market, exchange,

import, export and in any other manner deal in or deal with (as principal, agent

or otherwise) steel pressure vessels, refinery equipment, oil field supplies,

poles and other products fabricated of various grades of ferrous and non-ferrous

metals and their alloys, as well as materials, parts, instruments, devices and

any other equipment, tools, parts, components and supplies.

4. To acquire by purchase, lease or otherwise erect, maintain, operate,

lease, mortgage and otherwise deal in and deal with buildings, warehouses,

storehouses, manufacturing plants, factories, machine shops and any other

structures and equipment necessary, useful or desirable for the conduct of the

business of the corporation.

5. To manufacture, purchase or otherwise acquire and to hold, own,

mortgage or otherwise lien, pledge, lease, sell, assign, exchange, transfer or

in any manner dispose of, and to invest, deal and trade in and with goods, wares

and merchandise and personal property of any and every class or description

within or without the State of Delaware.

6. To acquire the good will, rights and property and to undertake the

whole or any part of the assets and liabilities of any person, firm, association

or corporation; to pay for the same in cash, the stock of the corporation, bonds

or otherwise; to hold or in any manner to dispose of the whole or any part of

the property so purchased; to conduct in any lawful manner the whole

-2-

or any part of any business so acquired, and to exercise all the powers

necessary or convenient in and about the conduct and management of such

business.

7. To purchase or otherwise acquire, apply for, register, hold, use,

sell or in any manner dispose of, and to grant licenses or other rights in, and

in any manner deal with, patents, inventions, improvements, processes, formulas,

trademarks, trade names, rights and licenses secured under letters patent,

copyrights or otherwise.

8. To enter into, make and perform contracts of every kind for any

lawful purpose, with any person, firm, association or corporation, town, city,

county, body politic, state, territory, government or colony or dependency

thereof.

9. To render general and special services and advice, and to do all

things as may be necessary or convenient in carrying out any or all of the

foregoing purposes.

10. To engage in any lawful act or activity for which corporations may

be organized under the General Corporation Law of Delaware.

11. The objects and purposes specified herein shall be regarded as

independent objects and purposes and, except where otherwise expressed, shall in

no way be limited nor restricted by reference to or inference from the terms of

any other clause or paragraph of this Certificate of Incorporation.

12. The foregoing shall be construed both as objects and powers, and

the enumeration thereof shall not be held to limit or

-3-

restrict in any manner the general powers conferred on the corporation by the

laws of the State of Delaware.

ARTICLE IV.

Authorized Capital Stock

The total number of shares of stock which the corporation shall have

authority to issue is Forty-One Million Five Hundred Thousand (41,500,000)

shares, of which One Million Five Hundred Thousand (1,500,000) shares shall be

voting Preferred Stock without par value and Forty Million (40,000,000) shares

shall be Common Stock with a par value of One Dollar ($1.00) per share.

The following is a statement of the designations and the powers,

preferences and rights, and the qualifications, limitations or restrictions

thereof in respect of the shares of Preferred Stock and Common Stock of the

corporation and of the authority expressly granted hereby to the Board of

Directors of the corporation to fix by resolution or resolutions any of such

destinations and powers, preferences and rights, and qualifications, limitations

and restrictions thereof that may be desired but which shall not be fixed by

this Certificate of Incorporation.

A. Preferred Stock. The following is a statement of the designations

and the powers, preferences and rights, and the qualifications, limitations or

restrictions thereof in respect of the shares of Preferred Stock.

-4-

1. Voting Rights of Preferred Stock. In addition to such

voting rights as may from time to time be required by the laws of Delaware, the

holders of Preferred Stock shall vote at such times as holders of Common Stock

may vote and in a like manner, one vote for each share of stock held, and all

shares of the corporation shall be voted as a single class, except where

specifically required by law to vote separately.

2. Provisions Regarding Issuance. The Preferred Stock may be

issued from time to time in one or more series and in such amounts and for such

consideration as may be determined by the Board of Directors. The designations,

powers, preferences, and relative participating, optional, conversion and other

special rights, and the qualifications, limitations or restrictions thereof, of

the Preferred Stock, and as between the series of the Preferred Stock, shall be

as are fixed herein and, to the extent not fixed herein, shall be such, not

inconsistent with the provisions of this Article IV, as may be fixed by the

Board of Directors, authority so to do being hereby expressly granted, and

stated in a resolution or resolutions adopted by the Board of Directors

providing for the issue of such series (herein called "Directors' Resolution").

The Directors' Resolution as to any series shall (a) designate the series, (b)

fix the dividend rate of such series, the payment dates for dividends on shares

of such series and, if the Board of Directors deems it advisable to cause

dividends to be cumulative, the date or dates, or the method of determining the

date or dates, from which dividends on shares of such series shall be

cumulative, (c) fix the amount or amounts

-5-

payable on shares of such series upon voluntary liquidation, dissolution or

winding up, (d) state the price or prices at which, and the terms and conditions

on which, the shares of such series may be redeemed at the option of the

corporation; and such Directors' Resolution may, in a manner not inconsistent

with the provisions of this Article IV, (i) limit the number of shares of such

series which may be issued, (ii) provide for a sinking fund for the purchase or

redemption of shares of such series and determine the terms and conditions

governing the operation of any such fund, (iii) impose conditions or

restrictions upon the creation of indebtedness or upon the issue of any

additional stock (including additional shares of such series or of any other

series or of any other class) ranking on a parity with or prior to the shares of

such series as to dividends or distribution of assets on liquidation,

dissolution or winding up, (iv) impose conditions or restrictions upon the

payment of dividends upon, or the making of other distributions to, or the

redemption or acquisition of, shares of such series, or shares of junior stock

theretofore issued, or any shares of any class of stock thereafter to be issued,

or any shares of Preferred Stock theretofore issued ranking inferior to such

series (as to dividends or distribution of assets on liquidation, dissolution or

winding up) to the extent that the terms of such shares theretofore issued do

not expressly prohibit the imposition of such conditions or restrictions, or any

shares of Preferred Stock theretofore issued ranking prior to or on a parity

with such series (as to dividends or distribution of

-6-

assets on liquidation, dissolution or winding up) to the extent that the terms

of such shares theretofore issued expressly permit the imposition of such

conditions or restrictions, (v) grant rights of conversion or exchange of shares

of such series into or for shares of junior stock, and (vi) grant such other

special rights as shall not be inconsistent with the provisions of this Article

IV. The term "junior stock," as used in this Article IV, shall mean shares of

capital stock of the corporation ranking junior to Preferred Stock as to

dividends and distribution of assets on liquidation, dissolution or winding up.

3. General Provisions. Subject to such further conditions or

restrictions as may be imposed in any Directors' Resolution, so long as any

shares of the Preferred Stock are outstanding, in no event shall any dividends

whatsoever, whether in cash, stock or otherwise, be paid or declared, or any

distribution be made, on any junior stock, nor shall any shares of junior stock

(other than junior stock acquired in exchange for or out of the proceeds of the

issue of other junior stock or out of contributions to the capital of the

corporation) be purchased, redeemed, retired or otherwise acquired for a

valuable consideration by the corporation:

(1) unless all dividends on the Preferred Stock for

all past dividend periods shall have been paid or declared and

a sum sufficient for the payment thereof set apart, and the

full dividend thereon for the then current dividend period

shall have been paid or declared, and

-7-

(2) unless, as to each series of Preferred Stock for

which a sinking fund shall have been provided in the

Directors' Resolution providing for the issuance of such

series, the corporation shall have set aside the sum or sums

required to be set aside by such Directors' Resolution, to be

applied in the manner specified therein.

Subject to such conditions or restrictions as may be imposed

in any Directors' Resolution, the corporation at the option of the Board of

Directors may redeem in whole or in part the Preferred Stock of such series

which by its terms is redeemable, at the time or times and on the terms and

conditions fixed by the Directors' Resolution as to such series in accordance

with the terms applicable to such Preferred Stock.

Any moneys set aside by the corporation and unclaimed at the

end of six years from the date fixed for redemption shall revert to the general

funds of the corporation.

So long as any shares of the Preferred Stock are outstanding,

the corporation shall not amend, alter or repeal any of the provisions of this

Article IV so as to affect adversely the rights, powers or preferences of the

Preferred Stock or of the holders thereof, nor shall any consent or vote

otherwise effective under said Article be effective with respect to the rights,

powers or preferences of such Preferred Stock or be binding upon the holders of

such Preferred Stock, without the consent of the holders of at least two-thirds

(2/3) of the number of all outstanding shares of the Preferred Stock (and such

further consent of that proportion of the holders of the shares of any one

-8-

or more particular series, if any, as may be required by the Directors'

Resolution or Resolutions providing for the issuance of such one or more

particular series), given in person or by proxy, by vote at a meeting called for

that purpose.

So long as shares of a particular series of Preferred Stock

are outstanding, the corporation shall not amend, alter or repeal any provision

of the Directors' Resolution providing for the issuance of such series so as to

affect adversely the rights, powers or preferences of the shares of such series

or of the holders thereof, without the consent of the holders of at least

two-thirds (2/3) of the number of outstanding shares of said series, given in

person or by proxy, by vote at a meeting called for that purpose.

In the event of any liquidation, dissolution or winding up of

the corporation, then, before any distribution or payment shall be made to the

holder of any junior stock, the holders of the Preferred Stock of each series

shall be entitled to be paid, in the event of a voluntary or involuntary

liquidation, dissolution or winding up, such preferential amounts as may be

fixed for such series in the Directors' Resolution providing for the issuance

thereof. After such payment shall have been made in full to the holders of the

Preferred Stock, the remaining assets and funds of the corporation shall be

distributed among the holders of junior stock according to their respective

rights. In the event that the assets of the corporation available for

distribution to holders of Preferred Stock shall not be sufficient

-9-

to make the payments herein required to be made in full, such assets shall be

distributed to the holders of the respective shares of Preferred Stock in

accordance with such priorities, if any, as between the various series of

Preferred Stock as may be specified in any Directors' Resolution.

Preferred Stock redeemed or otherwise retired by the

corporation assumes the status of authorized but unissued Preferred Stock and

may thereafter, subject to the provisions of any Directors' Resolution providing

for the issue of any particular series of Preferred Stock, be reissued in the

same manner as authorized but unissued Preferred Stock.

B. Common Stock.

1. Dividends. Subject to the prior rights and preferences of

the Preferred Stock, and subject to the provisions and on the conditions set

forth in the foregoing paragraph A of this Article IV, or in any Directors'

Resolution providing for the issue of a series of Preferred Stock, such

dividends (payable in cash, stock or otherwise) as may be determined by the

Board of Directors may be declared and paid on the Common Stock from time to

time out of any funds legally available therefor.

2. Voting. Except as otherwise required by law, each share of

Common Stock shall have one vote, in person or by proxy, for each share thereof

held, and all shares of the corporation, including shares of Preferred Stock

shall be voted as a single class except where specifically required by law to

vote separately.

-10-

3. Distribution. After payment shall have been made in full to

the holders of the Preferred Stock in the event of any liquidation, dissolution

or winding up of the affairs of the corporation, the remaining assets and funds

of the corporation shall be distributed among the holders of the Common Stock

according to their respective shares.

C. Pre-emptive Rights. No holder of any stock of the corporation shall

be entitled as a matter of right to purchase or subscribe for any part of any

stock of the corporation, authorized by this Article IV, or of any additional

stock of any class to be issued by reason of any increase of the authorized

stock of the corporation, or of any bonds, certificates of indebtedness,

debentures or other securities convertible into stock of the corporation, but

any stock authorized by this Article IV or any such additional authorized issue

of new stock or of securities convertible into stock may be issued and disposed

of by the Board of Directors to such persons, firms, corporations or

associations for such consideration and upon such terms and in such manner as

the Board of Directors may in their discretion determine without offering any

thereof on the same terms or on any terms to the stockholders then of record or

to any class of stockholders.

D. Miscellaneous. The corporation shall be entitled to treat the person

in whose name any share, right or option is registered as the owner thereof for

all purposes and shall not be bound to recognize any equitable or other claim to

or interest in such share, right or option on the part of any other person,

-11-

whether or not the corporation shall have notice thereof, save as may be

expressly provided by the laws of the State of Delaware.

A Director shall be fully protected in relying in good faith upon the

books of account of the corporation or statements prepared by any of its

officials as to the value and amount of the assets, liabilities and/or net

profits of the corporation, or any other facts pertinent to the existence and

amount of surplus or other funds from which dividends might properly be declared

and paid.

Without action by the stockholders, the shares of stock may be issued

by the corporation from time to time for such consideration (not less than the

par value thereof if such stock has a par value) as may be fixed from time to

time by the Board of Directors, and any and all such shares so issued, the full

consideration for which has been paid or delivered, shall be deemed fully paid

stock and not liable to any further call or assessment thereon, and the holder

of such shares shall not be liable for any further call or assessment thereon,

or for any other payment thereof.

ARTICLE V.

Sole Incorporator

The name and mailing address of the sole incorporator is:

J. J. French, Jr.

3600 RepublicBank Dallas Tower

Dallas, Texas 75201-3989

-12-

ARTICLE VI.

Directors

The number of Directors constituting the initial Board of Directors is

seven (7); however, hereafter the Bylaws of the corporation shall fix the number

at not less than five (5), nor more than twelve (12). The name and mailing

address of each initial Director who is to serve as a Director until the first

annual meeting of the stockholders or until a successor is elected and qualified

are as follows:

Name Address

---- -------

W. Ray Wallace P.O. Box 10587

Dallas, Texas 75207

Alfred J. Gamble P.O. Box 310

Montgomery, Alabama 36195-2201

Dean P. Guerin 2001 Bryan Tower, 23rd floor

Dallas, Texas 75201

Jess T. Hay 2001 Bryan Tower, Suite 3600

Dallas, Texas 75201

Edmund M. Hoffman 1999 Bryan Street, Suite 3300

Dallas, Texas 75201

Ray J. Pulley P.O. Box 576

Brownsboro, Texas 75756

Thomas A. Rose, Jr. 403 South Akard

Dallas, Texas 75202

ARTICLE VII.

Duration

The corporation is to have perpetual existence.

-13-

ARTICLE VIII.

Powers of the Board of Directors

In furtherance and not in limitation of the powers conferred by the

laws of the State of Delaware, the Board of Directors of the corporation is

expressly authorized:

1. To make, alter, amend and repeal the Bylaws;

2. To set apart out of any of the funds of the corporation available

for dividends a reserve or reserves for any proper purpose and to alter or

abolish any such reserve;

3. To authorize and cause to be executed mortgages and liens upon the

property and franchises of the corporation; and

4. To designate, by resolution passed by a majority of the whole Board,

three or more directors to constitute an Executive Committee, which committee,

unless its authority shall be otherwise expressly limited by such resolution,

shall have and may exercise all of the authority of the Board of Directors in

the business and affairs of the corporation except where action of the Board of

Directors is specified by statute or other applicable law; provided, the

designation of such committee and the delegation thereto of authority shall not

operate to relieve the Board of Directors, or any member thereof, of any

responsibility imposed upon it or him by law.

To the extent that any of the foregoing powers conflict with any

applicable statute of the State of Delaware now or hereafter in effect, such

statute, to the extent of such conflict, shall be controlling.

-14-

ARTICLE IX.

Amendments

The corporation reserves the right to amend, alter, change or repeal

any provision contained in this Certificate of Incorporation, in the manner now

or hereafter prescribed by law, and all rights conferred upon officers,

directors, and stockholders herein are granted subject to this reservation.

ARTICLE X.

Compromise or Arrangement with Creditors

Whenever a compromise or arrangement is proposed between the

corporation and its creditors or any class of them and/or between the

corporation and its stockholders or any class of them, any court of equitable

jurisdiction within the State of Delaware may, on the application in a summary

way of the corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for the corporation under the

provisions of section 291 of Title 8 of the Delaware Code or on the application

of trustees in dissolution or of any receiver or receivers appointed for the

corporation under the provisions of section 279 of Title 8 of the Delaware Code

order a meeting of the creditors or class of creditors, and/or of the

stockholders or class of stockholders of the corporation, as the case may be, to

be summoned in such manner as the said court directs. If a majority in number

representing three-fourths in value of the creditors or class of creditors,

and/or of the stockholders or

-15-

class of stockholders of the corporation, as the case may be, agree to any

compromise or arrangement and to any reorganization of this corporation as

consequence of such compromise or arrangement, the said compromise or

arrangement and the said reorganization shall, if sanctioned by the court to

which the said application has been made, be binding on all the creditors or

class of creditors, and/or on all the stockholders or class of stockholders, of

the corporation, as the case may be, and also on the corporation.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for

the purpose of forming a corporation pursuant to the General Corporation Law of

the State of Delaware, does make this Certificate, hereby declaring and

certifying that this is my act and deed and the facts herein stated are true,

and accordingly I have hereunto set my hand this 1st day of August, 1986.

/s/ J. J. FRENCH, JR.

--------------------------------

J. J. French, Jr.

-16-

THE STATE OF TEXAS )

)

COUNTY OF DALLAS )

BEFORE ME, the undersigned authority, on this day personally appeared

J. J. French, Jr., known to me to be the person whose name is subscribed to the

foregoing instrument, and being by me first duly sworn, declared to me that the

statements therein contained are true and correct and that he executed the same

as his act and deed for purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 1st day of August,

1986.

/s/ KELLY SMITH

--------------------------------

Notary Public in and for

The State of Texas

[SEAL]

My Commission Expires:

1-24-89 KELLY SMITH

--------------------------- --------------------------------

Printed Name of Notary

-17-

PAGE 1

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

--------------------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY

CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF

INCORPORATION OF "TRINITY INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE FOURTH

DAY OF AUGUST, A.D. 1986, AT 3 O'CLOCK P.M.

/S/ EDWARD J. FREEL

[SEAL] -----------------------------------

Edward J. Freel, Secretary of State

2098029 8100 AUTHENTICATION: 0779753

001549195 DATE: 11-08-00

Exhibit 10.23

TRINITY INDUSTRIES, INC.

DIRECTOR COMPENSATION

Summary Sheet as of December 8, 2011

On December 8, 2011, the Board of Directors approved the following compensation for directors, effective in 2012:


•	Board member annual retainer - $60,000


•	Annual equity compensation - $120,000, using a 12 month average share price as the basis for awards


•	Presiding Director - annual retainer of $15,000


•	Audit Committee Chair - annual retainer of $15,000


•	Human Resources Committee Chair - annual retainer of $10,000


•	Finance and Risk Committee Chair - annual retainer of $10,000


•	Corporate Governance and Directors Nominating Committee Chair - annual retainer of $7,500


•	Board meeting fee - $2,000 for each meeting attended


•	Committee members - $2,000 for each meeting attended


•	Ad hoc or special assignment work performed for or at the request of the Chairman, Chief Executive Officer, and President - $2,000 per day

Exhibit 10.28

$333,840,000

Trinity Rail Leasing 2012 LLC

Secured Railcar Equipment Notes, Series 2012-1



Class	Principal Amount			Interest Rate
Class A‑1…………………….	$	145,360,000	2.266		%
Class A‑2……...………………	$	188,480,000	3.525		%

NOTE PURCHASE AGREEMENT

December 12, 2012

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629

Credit Agricole Securities (USA) Inc.

1301 Avenue of Americas

New York, N.Y. 10019

Lloyds Securities Inc.

1095 Avenue of the Americas

New York, N.Y. 10036

Rabo Securities USA, Inc.

245 Park Avenue, 37th Floor

New York, N.Y. 10167

Wells Fargo Securities, LLC

MAC D1086-051

550 S. Tryon Street, 5th floor

Charlotte, N.C. 28202

Dear Sirs:

1. Introductory. Trinity Rail Leasing 2012 LLC, a special purpose Delaware limited liability company (the “ Issuer ”) established as a direct wholly-owned subsidiary of Trinity Industries Leasing Company (“ TILC ”) proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse Securities (USA) LLC, Credit Agricole Securities (USA) Inc., Lloyds Securities Inc., Rabo Securities USA, Inc. and Wells Fargo Securities, LLC (each, an “ Initial Purchaser ” and collectively, the “ Initial Purchasers ”) U.S.$145,360,000 principal amount of its Series 2012-1 Class A-1 Secured Railcar Equipment Notes (the “ Class A-1 Notes ”) and U.S.$188,480,000 of its Series 2012-1 Class A-2 Secured Railcar Equipment Notes (the “ Class A-2 Notes ”, and, together with the Class A-1 Notes, the “ Offered Notes ”) to be issued pursuant to the Master Indenture (the “ Master Indenture ”), as supplemented by the Series 2012-1 Supplement thereto (the “ Series 2012-1 Supplemental Indenture ”, and, together with the Master Indenture, the “ Indenture ”), each to be dated on or about December 19, 2012, between the Issuer and Wilmington Trust Company as indenture trustee (the “ Trustee ”). The United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder are herein referred to as the “ Securities Act .” Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Circular (as defined below).

2. Representations and Warranties of the Issuer, TILC and Trinity. Each of the Issuer, TILC on behalf of itself and as manager of Trinity Rail Leasing Warehouse Trust (“ TRLWT ”) and Trinity Industries, Inc., a Delaware corporation (“ Trinity ”), jointly and severally, represents and warrants to, and agrees with, the Initial Purchasers that, as of the date hereof (unless otherwise indicated below):

(a) The Issuer has prepared a preliminary offering circular dated December 6, 2012 (the “ Preliminary Offering Circular ”), and the Issuer will prepare a final offering circular dated the date hereof (the “ Offering Circular ”), in each case relating to the Offered Notes to be offered by the Initial Purchasers. The Preliminary Offering Circular and the Offering Circular, together with any General Use Issuer Free Writing Communication (as hereinafter defined) and all amendments and supplements to such documents, are hereinafter collectively referred to as the “ Offering Document ”.

The Offering Document at a particular time means the Offering Document in the form actually amended or supplemented and issued at that time. “ Final Offering Document ” means the Offering Document that discloses the offering price and other final terms of the Offered Notes and is dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement). “ General Disclosure Package ” means the Preliminary Offering Circular, together with any General Use Issuer Free Writing Communications (as hereinafter defined) at the Applicable Time (as hereinafter defined) considered together with the offering price on the cover page of the Offering Circular and the information contained in Schedule D hereto. “ Applicable Time ” means 11:13 a.m. (New York time) on the date of this Agreement. As of its date and as of the Closing Date, the Final Offering Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Applicable Time neither (i) the General Disclosure Package, nor (ii) any individual Limited Use Issuer Free Writing Communication (as hereinafter defined), when considered together with the General Disclosure Package, contained, nor as of the Closing Date will contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding two sentences do not apply to statements in or omissions from the Offering Document, the General Disclosure Package or any Limited Use Issuer Free Writing Communication based upon written information furnished to the Issuer, TILC or Trinity by the Initial Purchasers specifically for use therein, it being understood and agreed that the only such information is that described as such in Sections 8(a) and 8(b) hereof.

“ Free Writing Communication ” means a written communication (as such term is defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Offered Notes and is made by means other than the Preliminary Offering Circular or the Offering Circular. “ Issuer Free Writing Communication ” means a Free Writing Communication prepared by or on behalf of the Issuer, TILC or Trinity or used or referred to by the Issuer, TILC or Trinity, in the form retained in the records of the Issuer, TILC or Trinity. “ General Use Issuer Free Writing Communication ” means any Issuer Free Writing Communication that is intended for general distribution to prospective investors and is set forth on Schedule B hereto. “ Limited Use Issuer Free Writing Communication ” means any Issuer Free Writing Communication that is not a General Use Issuer Free Writing Communication and is set forth on Schedule C hereto.

(b) The Issuer has been duly formed and is a validly existing limited liability company in good standing under the laws of the state of Delaware, with power and authority (as a limited liability company and otherwise) to own its properties and conduct its business as described in the General Disclosure Package or Additional Issuer Information (as hereinafter defined); and the Issuer is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(c) TRLWT has been duly formed and is a validly existing statutory trust in good standing under the laws of the state of Delaware, with power and authority (as a statutory trust and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and TRLWT is duly qualified to do business as a foreign statutory trust in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(d) Each of TILC and Trinity has been duly incorporated and is a validly existing corporation in good standing under the laws of the state of Delaware, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of TILC and Trinity is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(e) As of the Closing Date, the Indenture and each other Transaction Document (as defined in Section 5(d)) will have been duly authorized, executed and delivered by the Issuer, TILC, TRLWT or Trinity, as the case may be; the Offered Notes have been duly authorized by the Issuer, and when the Offered Notes are duly authenticated by the Trustee in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Offered Notes will have been duly executed, authenticated, issued and delivered by the Issuer and each of the Indenture, each other Transaction Document and the Offered Notes will conform to the description thereof contained in the Final Offering Document and each of the Indenture and the other Transaction Documents (assuming the valid execution and delivery thereof by the other parties thereto) and the Offered Notes will constitute valid and legally binding obligations of the Issuer, TILC, TRLWT or Trinity, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

(f) Except as contemplated by the Transaction Documents, no consent, approval, authorization, order of, filing with, or any other action by any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or any Transaction Document in connection with the issuance and sale of the Offered Notes.

(g) The execution, delivery and performance of the Indenture, this Agreement and each other Transaction Document and the issuance and sale of the Offered Notes and compliance with the terms and provisions thereof by the Issuer, TILC, TRLWT or Trinity, as the case may be, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or conflict with, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer, TILC, TRLWT or Trinity or any of their respective properties, or (ii) any agreement or instrument to which the Issuer, TILC, TRLWT or Trinity is a party or by which the Issuer, TILC, TRLWT or Trinity is bound or to which any of the properties of the Issuer, TILC, TRLWT or Trinity are subject, or (iii) the limited liability company agreement or certificate of formation of the Issuer, the certificates of formation or by-laws of TILC or Trinity or the trust agreement or the certificate of incorporation of TRLWT. The Issuer has full power and authority to sell the Offered Notes as contemplated by this Agreement.

(h) This Agreement has been duly authorized, executed and delivered by each of the Issuer, TILC and Trinity.

(i) Except as disclosed in the General Disclosure Package, the Issuer has good and marketable title to all real properties and all other properties and assets owned by it, free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by it; and except as disclosed in the General Disclosure Package, the Issuer holds any leased real or personal property held by it under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by it.

(j) Each of the Issuer, TILC, TRLWT and Trinity possesses all material certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it and has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer, TILC, TRLWT or Trinity, as applicable, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuer, TILC, TRLWT or Trinity, as applicable, taken as a whole (“ Material Adverse Effect ”).

(k) Except as disclosed in the General Disclosure Package, none of the Issuer, TILC, TRLWT or Trinity is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “ environmental laws ”), nor owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and none of the Issuer, TILC, TRLWT or Trinity is aware of any pending investigation which might lead to such a claim.

(l) Except as disclosed in the General Disclosure Package, there are no pending actions, suits, proceedings or investigations against or affecting the Issuer, TILC, TRLWT, Trinity or their respective properties that, if determined adversely to the Issuer, TILC, TRLWT or Trinity, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer, TILC, TRLWT or Trinity to perform its obligations under the Indenture, this Agreement, or any other Transaction Document to which it is a party, or would seek to materially and adversely affect the federal income tax attributes of the Notes, or which are otherwise material in the context of the sale of the Offered Notes; and no such actions, suits, proceedings or investigations are threatened or, to the Issuer's, TILC's or Trinity's knowledge, contemplated.

(m) Since September 30, 2012, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of TILC, TRLWT or Trinity and TILC's subsidiaries taken as a whole.

(n) The Issuer is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 9 of the United States Investment Company Act of 1940, as amended (the “ Investment Company Act ”); and the Issuer is not and, after giving effect to the offering and sale of the Offered Notes and the application of the proceeds thereof as described in the Offering Document will not be, an “investment company” as defined in the Investment Company Act.

(o) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Notes are listed on any national securities exchange registered under Section 6 of the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (“ Exchange Act ”) or quoted in a U.S. automated inter-dealer quotation system. The securities are eligible for resale pursuant to Rule 144A under the Securities Act (“ Rule 144A ”). The General Disclosure Package contains, and the Offering Document will contain, all the information specified in and meeting the requirements of Rule 144A.

(p) Assuming the representations of the Initial Purchasers set forth in Section 4(a) and (b) are true and accurate, the offer, sale and delivery of the Offered Notes to the Initial Purchasers and to subsequent purchasers in the manner contemplated by this Agreement and the Offering Document will be

exempt from the registration requirements of the Securities Act, and it is not necessary to qualify an indenture in respect of the Offered Notes under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”).

(q) None of the Issuer, TILC, TRLWT or Trinity, or any of their respective affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom no such representation is made) (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act (" Regulation S ")) the Offered Notes or any security of the same class or series as the Offered Notes or (ii) has offered or will offer or sell the Offered Notes (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Issuer, TILC, TRLWT, Trinity and their respective affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom no such representation is made) have complied and will comply with the offering restrictions requirement of Regulation S. None of the Issuer, TILC, TRLWT or Trinity has entered and none will enter into any contractual arrangement with respect to the distribution of the Offered Notes except for this Agreement.

(r) The proceeds to the Issuer from the offering of the Offered Notes and the related transactions will not be used to purchase or carry any security (except as contemplated in Permitted Investments in respect of the Indenture Accounts).

(s) There is no “substantial U.S. market interest” as defined in Rule 902(j) of Regulation S in the Issuer's debt securities.

(t) Except as contemplated in the Engagement Letter (as defined below) and as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Issuer, TILC, TRLWT or Trinity and any person that would give rise to a valid claim against the Issuer, TILC, TRLWT, Trinity, or any Initial Purchaser for a brokerage commission, finder's fee or other like payment.

(u) At the time of execution and delivery of the Asset Transfer Agreement, (1) TRLWT and TILC, as applicable, will own all of its respective right, title and interest in and to the initial Railcars to be acquired by the Issuer from it pursuant thereto, together with the related Leases thereon and certain other related assets specified therein, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “ Liens ”), except to the extent permitted in the Asset Transfer Agreement or the Indenture, as applicable, and except, in the case of TRLWT, for security interests being released upon transfer to the Issuer, will not have assigned to any person other than the Issuer any of its right, title or interest in such Railcars and Leases, (2) TRLWT and TILC, as applicable, will have the power and authority to transfer such Railcars, Leases and related assets to the Issuer and (3) upon execution and delivery of the Asset Transfer Agreement and the consummation of the transactions contemplated thereby, the Issuer will own such Railcars, Leases and related assets free of Liens other than Liens permitted by the Asset Transfer Agreement or the Indenture, as applicable.

(v) As of the Closing Date, each of the representations and warranties of the Issuer, TILC on behalf of itself and as manager of TRLWT, or Trinity set forth in each of the Transaction Documents to which they are parties will be true and correct in all material respects.

(w) Any taxes, fees and other governmental charges that would be incurred by reason of the execution and delivery of the Transaction Documents or the execution, delivery and sale of the Offered Notes and that would be due and payable as of the Closing Date have been or will be paid prior to the Closing Date.

(x) None of the Issuer, Trinity, TILC or TRLWT, nor any of their respective subsidiaries nor, to the knowledge of the Issuer, Trinity, TILC or TRLWT, any director, officer, agent or employee acting

on behalf of the Issuer, Trinity, TILC or TRLWT or any of their respective subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of, in any material respect, any provision of the Foreign Corrupt Practices Act of 1977.

(y) The operations of the Issuer, Trinity, TILC and TRLWT and their respective subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer, Trinity, TILC, TRLWT or any of their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Issuer, Trinity, TILC or TRLWT, threatened.

(z) None of the Issuer, Trinity, TILC or TRLWT, any of their respective subsidiaries or, to the knowledge of the Issuer, Trinity, TILC or TRLWT, any director, officer, agent, employee or affiliate of the Issuer, Trinity, TILC or TRLWT or any of their respective subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”); and none of the Issuer, Trinity, TILC or TRLWT will directly or indirectly use the proceeds of the offering of the Offered Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(aa) The operations of the Issuer, Trinity, TILC and TRLWT and their respective subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001, as amended, and the rules and regulations thereunder.

(ab) In connection with any rating for the Notes, TILC has provided to each rating agency rating the Notes a written representation that satisfies the requirement of paragraph (a)(3)(iii) of Rule 17g-5 under the Exchange Act (“ Rule 17g-5 ”). The Issuer and, prior to the formation of the Issuer, TILC and Trinity, have complied, and as of the Closing Date, the Issuer will comply, in all material respects with the representations, certifications and covenants made by TILC to Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business (the “ Hired NRSRO ”) in connection with the engagement of the Hired NRSRO to issue and monitor a credit rating on the Offered Notes, including any representation provided to the Hired NRSRO by the Issuer in connection with Rule 17g-5, and has made accessible, via a password-protected internet website established and maintained by TILC, to any non-hired nationally recognized statistical rating organization, as contemplated by Rule 17g-5, all information provided to the Hired NRSRO in connection with the issuance and monitoring of the credit ratings on the Offered Notes in accordance with Rule 17g-5. The Issuer and, prior to the formation of the Issuer, TILC and Trinity, shall be solely responsible for compliance with Rule 17g-5 in connection with the issuance, monitoring and maintenance of the credit rating on the Offered Notes. The Initial Purchasers are not responsible for compliance with any aspect of Rule 17g-5 in connection with the Offered Notes.

3. Purchase, Sale and Delivery of Offered Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Issuer agrees to sell to the Initial Purchasers, severally and not jointly, and each Initial Purchaser agrees severally and not jointly to purchase from the Issuer, at a purchase price of 100% of the principal amount thereof, the principal amount of Offered Notes set forth opposite the name of such Initial Purchaser in Schedule A hereto.

(a) The Issuer will deliver against payment of the purchase price the Offered Notes to be offered and sold by the Initial Purchasers in reliance on Regulation S (the “ Regulation S Notes ”), each

in the form of one or more permanent global notes in registered form without interest coupons (the “ Regulation S Global Notes ”) which will be deposited with the Trustee as custodian for Cede & Co., as nominee of The Depository Trust Company (“ DTC ”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“ Euroclear ”), and Clearstream Banking, société anonyme (“ Clearstream, Luxembourg ”) and registered in the name of Cede & Co., as nominee for DTC. The Issuer will deliver against payment of the purchase price the Offered Notes to be purchased by the Initial Purchasers hereunder and to be offered and sold by the Initial Purchasers in reliance on Rule 144A under the Securities Act (the “ 144A Notes ”), each in the form of one permanent global note in definitive form without interest coupons (the “ Restricted Global Note ”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Notes and the Restricted Global Note shall be assigned separate CUSIP numbers. The Global Notes shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Notes, interests in the Regulation S Global Notes may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent Global Notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Document.

Payment for the Regulation S Notes and the 144A Notes shall be made by each Initial Purchaser in Federal (same day) funds by or wire transfer to an account at a bank acceptable to it, on December 19, 2012, or at such other time not later than seven full business days thereafter as the Initial Purchasers and the Issuer determine, such time being herein referred to as the “ Closing Date ”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Notes representing all of the Regulation S Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Note representing all of the 144A Notes. The Regulation S Global Notes and the Restricted Global Note will be made available for checking at the office of Vedder Price P.C., 1633 Broadway, New York, New York 10019, at least 24 hours prior to the Closing Date.

(b) The Issuer agrees to pay each Initial Purchaser for its own account all fees and expenses as provided in Section 3 of the applicable engagement letter or written correspondence, dated or communicated on or about December 12, 2012, between, among others, the Issuer, TILC and the applicable Initial Purchaser (each, an “ Engagement Letter ”).

4. Representations by Initial Purchasers; Resale by Initial Purchasers. (a) Each Initial Purchaser severally represents and warrants to the Issuer that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

(a) Each Purchaser severally acknowledges that the Offered Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Initial Purchaser severally represents and agrees that it has offered and sold the Offered Notes, and will offer and sell the Offered Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A under the Securities Act (“ Rule 144A ”). Accordingly, none of the Initial Purchasers nor its affiliates, nor any persons acting on its or their behalf, has engaged or will engage in any directed selling efforts with respect to the Offered Notes, and such Initial Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Each Initial Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Notes, other than a sale pursuant to Rule 144A, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the

Offered Notes from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this subsection (b) have the meanings given to them by Regulation S.

(b) Each Initial Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement (other than any agreement among the Initial Purchasers) with respect to the distribution of the Offered Notes except with the prior written consent of the Issuer.

(c) Each Initial Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Initial Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

(d) Each Initial Purchaser severally agrees that it and each of its affiliates will not communicate or cause to be communicated the Offering Document in Canada or to any resident of Canada and understands that any Canadian residents may not, directly or indirectly, purchase the Offered Notes or any beneficial interest therein from such Initial Purchaser.

(e) Each Initial Purchaser, severally but not jointly, represents and agrees that (i) with respect to any oral communications with the Hired NRSRO which are arranged by such Initial Purchaser in connection with the issuance or monitoring of a credit rating on the Offered Notes, such Initial Purchaser has and will invite the Issuer to participate in such oral communication and (ii) any communication (other than oral communications) or delivery of information to the Hired NRSRO in connection with the issuance or monitoring of a credit rating on the Offered Notes has been and will immediately be disclosed to the Issuer for the purpose of allowing the Issuer to make accessible to any non-hired nationally recognized statistical rating organization all information provided to the Hired NRSRO in connection with the issuance and monitoring of the credit rating on the Offered Notes in accordance with Rule 17g-5.

(f) Each Initial Purchaser severally represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “ FSMA ”)) received by it in connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom.

(g) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State" ), each Initial Purchaser has

represented and agreed, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date" ) it has not made and will not make an offer of the Offered Notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Offered Notes to the public in that Relevant Member State: (i) if the Offered Notes specify that an offer of those Offered Notes may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer" ), following the date of publication of a prospectus in relation to such Offered Notes which has been approved by the competent authority in that Relevant Member State or where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer; (ii) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (iii) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Initial Purchasers nominated by the Issuer for any such offer; or (iv) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the Offered Notes referred to in (ii) to (iv) above will require the Issuer or any Initial Purchaser to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe the Offered Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

5. Certain Agreements of the Issuer, TILC and Trinity. Each of the Issuer, TILC and Trinity jointly and severally agrees with the Initial Purchasers that:

(a) The Issuer will advise the Initial Purchasers promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without the consent of the Initial Purchasers. If, at any time following delivery of any document included in the Offering Document or any Limited Use Issuer Free Writing Communication and prior to the completion of the resale of the Offered Notes by the Initial Purchasers, there occurs an event or development as a result of which such document included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time not misleading, or if it is necessary at any such time to amend or supplement the Offering Document or any Limited Use Free Writing Communication to comply with any applicable law, TILC will promptly notify the Initial Purchasers of such event and will promptly prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Initial Purchasers' consent to, nor the delivery by the Initial Purchasers to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7. The first sentence of this subsection does not apply to statements in or omissions from any document in the General Disclosure Package or any Limited Use Issuer Free Writing Communication in reliance upon and in conformity with written information furnished to the Issuer, TILC, TRLWT or Trinity by the Initial Purchasers specifically for use

therein, it being understood and agreed that the only such information is that described as such in Sections 8(a) and 8(b) hereof.

(b) The Issuer will furnish to each Initial Purchaser copies of each document comprising a part of the Offering Document and each Limited Use Issuer Free Writing Communication, in each case as soon as available and in such quantities as such Initial Purchaser requests, and the Issuer will furnish to each Initial Purchaser on the date hereof three (3) copies of each document comprising a part of the Offering Document and each Limited Use Issuer Free Writing Communication signed by a duly authorized officer of the Issuer, one of which will include the independent accountants' reports in the Offering Document manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to each Initial Purchaser and, upon request of holders and prospective purchasers of the Offered Notes, to such holders and purchasers, copies of the information (the “ Additional Issuer Information ”) required to be delivered to holders and prospective purchasers of the Offered Notes in accordance with Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Notes. TILC or Trinity will pay the expenses of printing and distributing to the Initial Purchasers all such documents. Any Additional Issuer Information delivered to any holders and prospective purchasers of the Offered Notes will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) The Issuer or TILC, on its behalf, will arrange for the qualification of the Offered Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Initial Purchasers designate and will continue such qualifications in effect so long as required for the resale of the Offered Notes by the Initial Purchasers, provided that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction.

(d) So long as the Offered Notes are outstanding, if not filed electronically with the Securities and Exchange Commission (the “ Commission ”) or posted on the website of Trinity, the Issuer or Trinity will furnish to the Initial Purchasers, as soon as practicable after the end of each fiscal year, a copy of Trinity's annual report to shareholders, and the Issuer or Trinity will furnish to the Initial Purchasers (and, upon request, to each other Initial Purchaser) (i) as soon as available, a copy of each description of reports, notices or communications sent to securityholders of Trinity or, if applicable, filed with foreign regulators or securities exchanges by Trinity, (ii) as soon as available, copies of each report furnished to TILC or any of its affiliates, in the case of the Issuer, and to its shareholders, in the case of Trinity, in either case pursuant to any Operative Agreement (collectively, the “ Transaction Documents ”), by first class mail as soon as practicable after such reports are furnished to TILC or any of its affiliates or the shareholders, as the case may be, (iii) copies of each amendment to any of the Transaction Documents, (iv) copies of all reports and other communications (financial or other) furnished to the Trustee under the Indenture or to holders of the Offered Notes, and copies of any reports and financial statements, if any, furnished to or filed with the Commission, any governmental or regulatory authority or any national securities exchange, and (v) from time to time such other information as the Initial Purchasers may reasonably request relating to the Issuer, TILC, TRLWT, Trinity or any of their respective affiliates, the Offered Notes and the Transaction Documents. Each of TILC, the Issuer and Trinity shall make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchasers.

(e) During the period of three (3) years after the Closing Date, the Issuer will, upon request, furnish to the Initial Purchasers and any holder of Offered Notes a copy of the restrictions on transfer applicable to the Offered Notes.

(f) During the period of two (2) years after the Closing Date none of the Issuer, TILC, nor Trinity will, or will permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Notes that have been reacquired by any of them.

(g) The Issuer, TILC or Trinity will pay all expenses incidental to the performance of its respective obligations under this Agreement, including but not limited to: (i) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Notes, the preparation and printing of this Agreement, the Offered Notes, the documents comprising any part of the Offering Document, each Limited Use Issuer Free Writing Communication and any other document relating to the issuance, offer, sale and delivery of the Offered Notes; (ii) the cost of any advertising approved by the Issuer or TILC in connection with the issue of the Offered Notes; (iii) any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Notes for sale under the laws of such jurisdictions in the United States as the Initial Purchasers designate and the printing of memoranda relating thereto; (iv) any fees charged by the Hired NRSRO for the rating of the Offered Notes and charged by the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture; and (v) expenses incurred in distributing the documents comprising any part of the Offering Document (including any amendments and supplements thereto) and any Limited Use Issuer Free Writing Communications to the Initial Purchasers or to prospective purchasers of the Offered Notes. The Issuer, TILC and Trinity jointly and severally will also pay or reimburse the Initial Purchasers (to the extent incurred by them) for all travel expenses of the Initial Purchasers', the Issuer's, TILC's, TRLWT's and Trinity's officers and employees and any other expenses of the Initial Purchasers, the Issuer, TILC or TRLWT in connection with attending or hosting meetings with prospective purchasers of the Offered Notes from the Initial Purchasers. In addition to the foregoing, but without duplication, the Issuer or TILC will pay to each Initial Purchaser on the Closing Date the amounts in respect of its costs and expenses as set forth in Section 3 of the applicable Engagement Letter as reimbursement of such Initial Purchaser's other expenses.

(h) In connection with the offering and the sale of the Offered Notes, until the Initial Purchasers shall have notified the Issuer, TILC, Trinity and the other Initial Purchasers of the completion of the resale of the Offered Notes, none of the Issuer, TILC, TRLWT or Trinity or any of their respective affiliates has or will, either alone or with one or more other persons, bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Notes or attempt to induce any person to purchase any Offered Notes; and none of the Issuer, TILC, TRLWT or Trinity or any of their respective affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Notes.

(i) For a period of 90 days, with respect to the Issuer, and 45 days, with respect to TILC and Trinity, after the date of the Offering Circular, none of the Issuer, TILC or Trinity will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated asset-backed debt securities issued, sponsored or guaranteed by the Issuer, TILC, TRLWT, Trinity or any of their respective affiliates and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Initial Purchasers. None of the Issuer, TILC or Trinity will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(a)(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Notes.

(j) The Issuer, TILC, TRLWT, Trinity or any of their respective affiliates, or any person acting on its or their behalf, shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security that would be integrated with the offer or sale of the Offered Notes in a manner that would require the registration under the Securities Act of the sale of the Offered Notes or that would be

integrated with the offer or sale of the Offered Notes for purposes of the rules and regulations of any trading market

(k) The Issuer, TILC and Trinity (the “ Indemnitors ”) jointly and severally will indemnify and hold harmless the Initial Purchasers against any documentary, stamp or similar issuance tax, including any interest and penalties, on the creation, issuance and sale of the Offered Notes and on the execution and delivery of this Agreement. All payments to be made by TILC, Trinity or the Issuer hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless Trinity, TILC or the Issuer is compelled by law to deduct or withhold such taxes, duties or charges. In that event, Trinity, TILC or the Issuer, as applicable, shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made; provided that the Indemnitors will not be required to indemnify or gross-up for such taxes and withholdings to the extent imposed as a result of a failure of such Initial Purchaser to provide any duly executed and completed form or document described in the last sentence of this paragraph upon the execution of this Agreement or to be delivered thereafter upon the reasonable request of its Indemnitors which evidences such Initial Purchaser's entitlement to an exemption for such taxes and withholdings. Furthermore, the Indemnitors hereby request that each Initial Purchaser hereby provides to them IRS Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, whichever is applicable.

(l) To the extent, if any, that the rating provided with respect to the Offered Notes by the Hired NRSRO is conditional upon the furnishing of documents or the taking of any other action on or prior to the Closing Date by the Issuer, TILC, TRLWT or Trinity, Trinity, TILC, TRLWT or the Issuer, as the case may be, shall use its reasonable best efforts to promptly furnish such documents and take any other such action on or prior to the Closing Date.

(m) The cash proceeds of the Offered Notes, together with the amount of any necessary capital contribution made by TILC to the Issuer, will be used by the Issuer as follows: (i) to add funds to the Liquidity Reserve Account, up to the Liquidity Reserve Target Amount; (ii) to add funds to the Collection Account in connection with the issuance of the Offered Notes, if necessary to assure sufficient funds are available for payments on the first Payment Date; (iii) to pay certain costs of issuance; and (iv) to fund cash payments to TILC and/or TRLWT as the purchase price for the Issuer's acquisition of the Railcars from TILC and TRLWT, at a price equal to their Initial Appraised Value

6. Free Writing Communications . (a) Each of the Issuer, TILC, TRLWT and Trinity, jointly and severally, represents and agrees that, without the prior consent of the Initial Purchasers, and each Initial Purchaser severally represents and agrees that, without the prior consent of TILC and the Initial Purchasers, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Communication. Any such Issuer Free Writing Communication consented to by TILC and the Initial Purchasers is hereinafter referred to as a “ Permitted Free Writing Communication .”

(a) To the extent it would be an Issuer Free Writing Communication, each of the Issuer, TILC, on behalf of itself and as a manger of TRLWT, and Trinity consents to the use by the Initial Purchaser of a Free Writing Communication that (a) contains only information describing the preliminary or final terms of the Offered Notes or the offering thereof or (b) does not contain any material information about the Issuer, TILC, TRLWT or Trinity or the securities of any of them that was provided by any of the Issuer, TILC, TRLWT and Trinity or on behalf of any of them. Any such Free Writing Communication is a Permitted Free Writing Communication for purposes of this Agreement.

7. Conditions of the Obligations of the Initial Purchasers. The obligations of the Initial Purchasers to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties herein on the part of the Issuer, TILC and Trinity herein, to the accuracy of the statements of

officers of the Issuer, TILC and Trinity made pursuant to the provisions hereof, to the performance by each of the Issuer, TILC and Trinity of its obligations hereunder and to the following additional conditions precedent on or prior to the Closing Date:

(a) On the Closing Date, the Initial Purchasers shall have received from a third party that is a nationally recognized accounting firm reasonably satisfactory to the Initial Purchasers a letter or letters, in the form heretofore agreed to regarding the Preliminary Offering Circular and Offering Circular, each dated as of the review date or the date of the Preliminary Offering Circular or Offering Circular, as applicable.

(b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Issuer, TILC, TRLWT or Trinity and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Initial Purchasers or any of their affiliates, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Notes; (ii) any downgrading in the rating of any debt securities of TILC or Trinity by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of TILC or Trinity (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by such organization that the Issuer, Trinity or TILC has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Initial Purchasers or any of their affiliates, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Notes, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (v) any suspension of trading of any securities of the Issuer, TILC or Trinity or any of its affiliates on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States; or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Initial Purchasers or any of their affiliates, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Notes.

(c) The Initial Purchasers shall have received opinions, dated the Closing Date, of (i) Vedder Price P.C., counsel for the Issuer, (ii) the Associate General Counsel and Secretary of Trinity, and (iii) such other law firms acceptable to the Initial Purchasers and their counsel, to the effect that:

(i) The Issuer has been duly formed and is a validly existing limited liability company in good standing under the laws of the state of Delaware, with power and authority (as a limited liability company and otherwise) to own its properties and conduct its business as described in the General Disclosure Package or Additional Issuer Information; and the Issuer is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;

(ii) TRLWT has been duly formed and is a validly existing statutory trust in good standing under the laws of the state of Delaware, with power and authority (as a statutory trust and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and TRLWT is duly qualified to do business as a foreign statutory trust

in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;

(iii) Each of TILC and Trinity has been duly incorporated and is a validly existing corporation in good standing under the laws of the state of Delaware, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of TILC and Trinity is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;

(iv) The Indenture and the other Transaction Documents have been duly authorized, executed and delivered by the Issuer, TILC, TRLWT or Trinity, as applicable; the Offered Notes have been duly authorized, executed, authenticated, issued and delivered and conform to the description thereof contained in the Final Offering Document; and each Transaction Document with respect to which it is a party, constitutes a valid and legally binding obligation of the Issuer, TILC, TRLWT or Trinity, as applicable, enforceable against the Issuer, TILC, TRLWT or Trinity, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;

(v) The Indenture creates a valid lien upon all of the Collateral (as defined in the Indenture) as granted under the Indenture and subject to the lien thereof, subject only to the exceptions referred to in the Indenture, and will create a similar lien upon all properties and assets that become part of the Collateral after the date of such opinion and required to be subjected to the lien of the Indenture, subject only to the exceptions referred to in the Indenture; the Trustee for the benefit of the holders of the holders of the Offered Notes from time to time will have, upon the filing of certain financing statements, a perfected security interest in the Collateral;

(vi) Each of the Issuer, TILC, TRLWT and Trinity has been duly incorporated or formed, and is an existing corporation, statutory trust or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of the Issuer, TILC, TRLWT and Trinity is duly qualified to do business as a foreign corporation, statutory trust or limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification if the failure to be so qualified would materially and adversely affect its ability to perform its obligations under the Transaction Documents;

(vii) The Issuer is not and, after giving effect to the offering and sale of the Offered Notes and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act;

(viii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Notes, except for security interest filings contemplated by the Transaction Documents and except such as may be required under state securities laws and except for the filing of a notice of sale on Form D as required by Rule 503 of Regulation D of the Securities Act;

(ix) There are no pending actions, suits or proceedings against or affecting the Issuer, TILC, TRLWT, Trinity or any of their respective subsidiaries, or any of their respective

properties that, if determined adversely to the Issuer, TILC, TRLWT, Trinity or any of their respective subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer, TILC, TRLWT or Trinity to perform their respective obligations under the Indenture, this Agreement, or any other Transaction Document or which are otherwise material in the context of the sale of the Offered Notes; and no such actions, suits or proceedings are threatened or, to such counsel's knowledge, contemplated;

(x) The execution, delivery and performance of the Indenture, the other Transaction Documents to which the Issuer, TILC, TRLWT or Trinity is a party, and this Agreement and the issuance and sale of the Offered Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuer, TILC, TRLWT or Trinity or any of their properties, or any agreement or instrument to which the Issuer, TILC, TRLWT or Trinity is a party or by which the Issuer, TILC, TRLWT or Trinity is bound or to which any of the properties of the Issuer, TILC, TRLWT or Trinity is subject, or the organizational or formation documents of the Issuer, TILC, TRLWT or Trinity, and the Issuer has full power and authority to authorize, issue and sell the Offered Notes as contemplated by this Agreement;

(xi) Such counsel have no reason to believe that the Final Offering Document, or any amendment or supplement thereto, as of the Applicable Time and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading; and such counsel have no reason to believe that the information specified in a schedule, if any, to such counsel's letter, which information, when taken together with the Preliminary Offering Circular, will comprise the General Disclosure Package, as of the Applicable Time and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading;

(xii) This Agreement has been duly authorized, executed and delivered by each of the Issuer, TILC and Trinity;

(xiii) It is not necessary in connection with (i) the offer, sale and delivery of the Offered Notes by the Issuer to the Initial Purchasers pursuant to this Agreement, or (ii) the resales of the Offered Notes by the Initial Purchasers in the manner contemplated by this Agreement, to register the Offered Notes under the Securities Act or to qualify an indenture in respect thereof under the Trust Indenture Act;

(xiv) The statements in the Preliminary Offering Circular and the Offering Circular under the captions “The Issuer”, “The Railcars”, “The Lessees”, “The Leases”, “TRLWT”, “The Manager”, “Description of the Management Agreement”, “Description of the Administrative Services Agreement”, “Description of the Purchase and Contribution Agreement”, “Description of the Insurance Agreement”, “Description of Hedging Agreements” and “Description of the Offered Notes and the Indenture”, insofar as they purport to summarize certain terms of the Offered Notes and the applicable Transaction Documents, constitute a fair summary of the provisions purported to be summarized;

(xv) The statements contained in the Preliminary Offering Circular and the Offering Circular under the captions “ERISA Considerations” and “Certain United States Federal Income Tax Considerations”, to the extent that they constitute matters of federal law or legal conclusions with respect thereto, while not purporting to discuss all possible consequences

of investment in the Offered Notes, are correct in all material respects with respect to those consequences or matters that are discussed therein;

(xvi) In the event of a bankruptcy proceeding of the Issuer under the Bankruptcy Code, a court properly presented with the facts would hold that the transfer of the Railcars and Leases from TILC to TRLWT and from TRLWT or TILC, as applicable, to the Issuer and as contemplated by the Transaction Documents prior to such event would constitute sales, and not secured loans, and that, accordingly, the Railcars and Leases so transferred and the proceeds thereof would not constitute “property of the estate” of the seller for purposes of Section 541 of the Bankruptcy Code and would not as a result of such proceeding be subject to the automatic stay of Section 362(a) of the Bankruptcy Code; and

(xvii) In the event of a bankruptcy proceeding of TILC or TRLWT under the Bankruptcy Code, a court properly presented with the facts would not grant an order substantively consolidating the assets and liabilities of the Issuer with those of TILC or TRLWT.

(a) The Initial Purchasers shall have received from Mayer Brown LLP, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the Final Offering Document and the General Disclosure Package, the exemption from registration for the offer and sale of the Offered Notes to the Initial Purchasers and the resales by the Initial Purchasers as contemplated hereby and other related matters as the Initial Purchasers may require, and the Issuer shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(b) The Initial Purchasers shall have received the opinion or opinions of Morris James LLP, special counsel to the Trustee, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(c) The Initial Purchasers shall have received the opinion of Alvord & Alvord, special STB counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(d) The Initial Purchasers shall have received the opinion of Fasken Martineau DuMoulin LLP, special Canadian counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers.

(e) The Initial Purchasers shall have received a copy of each opinion provided to the Hired NRSRO in connection with its rating of the Offered Notes, each of which shall state therein that the Initial Purchasers may rely thereon, in form and substance reasonably satisfactory to the Initial Purchasers.

(f) The Initial Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President or a principal financial or accounting officer of each of the Issuer, TILC, TRLWT and Trinity (it being understood that a certificate of TILC on its own behalf and in its capacity as sole equity member and manager of the Issuer and TRLWT shall be sufficient for purposes of the compliance by the Issuer, TILC and TRLWT with this requirement) in which such officer, to the best of such officer's knowledge, after reasonable investigation, shall state that (i) the representations and warranties of the Issuer and TILC on behalf of itself and as manager of TRLWT, as the case may be, in this Agreement are true and correct, that each of the Issuer, TILC and TRLWT has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements of each of the Issuer, TILC and Trinity, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of each of the Issuer, TILC and Trinity and its subsidiaries taken as a whole except as described in such certificate, (ii) nothing has come to such officer's attention that would lead such officer to conclude that the General Disclosure Package included any untrue statement of a material fact or omitted to state a material fact required to be stated therein or

necessary to make the statements therein, under the circumstances in which they were made, not misleading and (iii) since the date of the Offering Circular there shall not have been any change in the capital stock of Trinity or TILC or the membership interests of the Issuer, or the long term debt of the Issuer or Trinity or TILC except as described in such certificate.

(g) On or before the Closing Date, this Agreement, the Offering Document and each Transaction Document shall be satisfactory in form and substance to the Initial Purchasers, shall have been duly executed and delivered by the parties thereto (except that the execution and delivery of the documents referred to above (other than this Agreement) by a party hereto or thereto shall not be a condition precedent to such party's obligations hereunder), shall each be in full force and effect and executed counterparts of each shall have been delivered to the Initial Purchasers or their counsel on or before the Closing Date.

(h) Each of Trinity, TILC, TRLWT and the Issuer shall have delivered to the Initial Purchasers a certificate (it being understood that a certificate of TILC in its capacity as sole member and manager of the Issuer shall be sufficient for purposes of the Issuer's and TRLWT's compliance with this requirement), dated the Closing Date, of its secretary certifying its certificate of incorporation, limited liability company agreement, bylaws or other organizational documents; board or similar resolutions authorizing the execution, delivery and performance of the Transaction Documents to which it is a party, as applicable; and the incumbency of all officers that signed any of the Transaction Documents.

(i) The Purchasers shall have received a certificate from a nationally recognized insurance broker with respect to the public liability insurance required by Section 5.04(f) of the Indenture.

(j) Any Transaction Documents which are required to be executed on or prior to the Closing Date that have not been executed by the date of this Agreement will be subject to a condition precedent that requires such agreements to be in form and substance satisfactory to the Initial Purchasers.

(k) (i) The Hired NRSRO shall have delivered to the Issuer, TILC and the Initial Purchasers a final rating letter setting forth a rating with respect to the Offered Notes of at least “A” and (ii) subsequent to the execution and delivery of this Agreement the Hired NRSRO shall not have announced in writing (which shall include, without limitation, any press release by such organization) that it has under surveillance or review its rating of any of the Offered Notes (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating).

(l) On or prior to the Closing Date, DTC shall have approved as to form the “Regulation S Temporary Global Note” and the “144A Book-Entry Note” as those terms are defined in the Indenture.

(m) On or before the Closing Date the Issuer shall have caused the Indenture (or memorandum thereof) delivered at the Closing Date, to be duly filed, recorded and deposited with the Surface Transportation Board of the United States of America in conformity with 49 U.S.C. §11301 and with the Registrar General of Canada pursuant to Section 90 of the Railway Act of Canada, and the Issuer shall furnish the Initial Purchasers with proof thereof.

(n) On or before to the Closing Date, the Issuer shall have funded the Liquidity Reserve Account in the amount required by the Transaction Documents.

Documents described as being “in the agreed form” are documents which are in the form reasonably satisfactory to the Initial Purchasers and Mayer Brown LLP.

The Issuer and TILC will furnish the Initial Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Initial Purchasers reasonably request.

8. Indemnification and Contribution . (a) The Issuer, TILC and Trinity will jointly and severally indemnify and hold harmless (i) the Initial Purchasers and (ii) their respective officers, partners, members, directors, employees and affiliates and each person, if any, who controls any Initial Purchaser, within the

meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “ Initial Purchaser Representatives ”), against any losses, claims, damages, liabilities or expenses, joint or several, to which the Initial Purchasers or the Initial Purchaser Representatives may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any breach of any of the representations, warranties and covenants of the Issuer, TILC or Trinity contained herein or any untrue statement or alleged untrue statement of any material fact contained in any document comprising a part of the Offering Document, any Limited Use Issuer Free Writing Communication or any amendment or supplement thereto, or any related preliminary offering circular or Additional Issuer Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, including, without limitation, any losses, claims, damages, liabilities or expenses arising out of or based upon the Issuer's, TILC's or Trinity's failure to perform its obligations under Section 5 of this Agreement, and will reimburse the Initial Purchasers and the Initial Purchaser Representatives for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, expense or action as such expenses are incurred; provided, however, that none of the Issuer, TILC or Trinity will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer, TILC or Trinity by any Initial Purchaser specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

(a) The Initial Purchasers severally and not jointly will indemnify and hold harmless (i) the Issuer, TILC and Trinity and (ii) their respective directors and officers and each person, if any, who controls the Issuer or TILC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “ Seller Representatives ”), against any losses, claims, damages, liabilities or expenses to which the Issuer, TILC or the Seller Representatives may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any document comprising a part of the Offering Document, any Limited Use Issuer Free Writing Communication or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer, TILC or Trinity by the Initial Purchasers specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Issuer, TILC, Trinity or the Seller Representatives in connection with investigating or defending any such loss, claim, damage, liability, expense or action as such expenses are incurred, it being understood and agreed that the only such information furnished by the Initial Purchasers consists of the following information in the Offering Document: under the caption “Plan of Distribution”, the second sentence of the second paragraph, the sixth paragraph, the second and third sentences of the twelfth paragraph thereunder; provided, however, that the Initial Purchasers shall not be liable for any losses, claims, damages, liabilities or expenses arising out of or based upon the Issuer's, TILC's or Trinity's failure to perform its obligations under Section 5(a) of this Agreement.

(b) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the

forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties, and the indemnifying party will reimburse any legal expenses incurred by the indemnified party having separate counsel, as incurred. And after any such notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, unless the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence, in which case the reasonable fees and expenses of counsel shall be at the expense of the indemnifying party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of such indemnified party.

(c) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer, TILC, TRLWT and Trinity on the one hand and the Initial Purchasers on the other from the offering of the Offered Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer, TILC, TRLWT and Trinity on the one hand and the Initial Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative benefits received by the Issuer, TILC, TRLWT and Trinity on the one hand and the Initial Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuer bear to the total discounts, commissions and fees received by the Initial Purchasers from the Issuer under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer, TILC, TRLWT, Trinity or the Initial Purchasers and the parties' relative intent, knowledge, access to

information and opportunity to correct or prevent such untrue statement or omission. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Initial Purchaser shall be required to contribute any amount in excess of the total discounts, commissions and fees received by such Initial Purchaser from the Issuer. The obligations of the Initial Purchasers in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(d) The obligations of the Issuer, TILC and Trinity under this Section shall be in addition to any liability which the Issuer, TILC or Trinity may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Initial Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of each Initial Purchaser under this Section shall be in addition to any liability which it may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Issuer, TILC or Trinity within the meaning of the Securities Act or the Exchange Act.

9. Default of Purchasers. If any one or more Initial Purchasers shall fail to purchase and pay for the Offered Notes agreed to be purchased by such Initial Purchasers (the “ Defaulting Initial Purchasers ”) hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-Defaulting Initial Purchasers (the “ Non-Defaulting Initial Purchasers ”) may make arrangements satisfactory to the Issuer for the purchase of the Offered Notes by other persons, including any of the Non-Defaulting Initial Purchasers, but if no such arrangements are made by the Closing Date, the Non-Defaulting Initial Purchasers shall be obligated severally and not jointly to take up and pay for (in the respective proportions that the amount of Offered Notes set forth opposite their names in Schedule A bears to the aggregate amount of Offered Notes set forth opposite the names of all the Non-Defaulting Initial Purchasers) the Offered Notes which the Defaulting Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Notes which the Defaulting Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate amount of the Offered Notes set forth in Schedule A , the Non-Defaulting Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Notes. If the Non-Defaulting Initial Purchasers do not purchase all the Offered Notes, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser, the Issuer, TILC or Trinity, except as provided in Section 10. As used in this Agreement, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section. Nothing herein will relieve the defaulting Initial Purchaser from liability for its default.

10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Issuer, TILC, Trinity or their respective officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Initial Purchasers, the Issuer, TILC, Trinity or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Initial Purchasers is not consummated, the Issuer, TILC and Trinity shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Issuer, TILC, Trinity, and the Initial Purchasers pursuant to Section 8 shall remain in effect. Further, if the purchase of the Offered Notes by the Initial Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Issuer, TILC or Trinity will reimburse each Initial Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered Notes.

11. Notices. All communications hereunder will be in writing and, if sent to the Initial Purchasers will be mailed, delivered or telegraphed and confirmed to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Asset Finance Group; if sent to the Issuer or TILC or, as the case may be, will be mailed, delivered or telegraphed and confirmed to it at c/o Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President Leasing Operations Re: (Trinity Rail Leasing 2012 LLC).

12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder, except that holders of Offered Notes shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Issuer as if such holders were parties thereto.

13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

14. Absence of Fiduciary Relationship . Each of the Issuer, TILC and Trinity acknowledges and agrees that:

(a) Each Initial Purchaser has been retained solely to act as an initial purchaser in connection with the initial purchase, offering and resale of the Offered Notes and that no fiduciary, advisory or agency relationship between any of the Issuer, TILC, TRLWT or Trinity or their respective affiliates, stockholders, creditors or employees, on the one hand, and such Initial Purchaser, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement or the Offering Document, irrespective of whether such Initial Purchaser has advised or is advising the Issuer, TILC, TRLWT or Trinity on other matters;

(b) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discount and commissions, is an arm's-length commercial transaction among the Initial Purchasers, the Issuer, TILC and Trinity and the Issuer, TILC and Trinity are capable of evaluating and understanding, and do understand and hereby accept, the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) the Issuer, TILC, TRLWT and Trinity have been advised that the Initial Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer, TILC, TRLWT and Trinity and the Initial Purchasers have no obligation to disclose such interests and transactions to any of the Issuer, TILC, TRLWT or Trinity by virtue of any fiduciary, advisory or agency relationship; and

(d) each of the Issuer, TILC or Trinity waives, to the fullest extent permitted by law, any claims it may have against any Initial Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that no Initial Purchaser shall have any liability (whether direct or indirect) to any of the Issuer, TILC or Trinity in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of any of the Issuer, TILC or Trinity, including stockholders, employees or creditors of the Issuer, TILC or Trinity.

15. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of New York without regard to principles of conflicts of laws.

Each of the Issuer, TILC and Trinity hereby submits to the exclusive jurisdiction of the courts of the state of New York and the courts of the United States of America for the Southern District of New York, in each case sitting in the Borough of Manhattan in The City of New York and appellate courts from any thereof

in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

EACH OF THE PARTIES HERETO HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER TRANSACTION DOCUMENTS, WHICH WAIVER IS INFORMED AND VOLUNTARY.

16. No Petition in Bankruptcy. Each Initial Purchaser agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Offered Notes, such Initial Purchaser will not institute against, or join any other Person in instituting against, the Issuer an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any state of the United States.

17. Integration. As to the matters set forth in this Agreement, so long as this Agreement is in full force and effect, the provisions herein shall supersede any and all prior agreements as to such subject matter, except any Engagement Letter and any other fee arrangement entered into between any Initial Purchaser and TILC.

18. Amendments . This Agreement may not be amended, waived, discharged or terminated unless such amendment, waiver, discharge or termination is in writing and signed by each of the parties hereto.

19. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic understandings and intentions of the parties as expressed herein.

If the foregoing is in accordance with the Initial Purchasers' understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Issuer, TILC, Trinity and the Initial Purchaser in accordance with its terms.



	Very truly yours, TRINITY RAIL LEASING 2012 LLC , By: TRINITY INDUSTRIES LEASING COMPANY , as sole member and manager By: /s/ C. Lance Davis Name: Cary Lance Davis Title: Vice President
	TRINITY INDUSTRIES LEASING COMPANY By: /s/ C. Lance Davis Name: Cary Lance Davis Title: Vice President
	TRINITY INDUSTRIES, INC. By: /s/ Gail M. Peck Name: Gail M. Peck Title: Vice President and Treasurer

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.



By: /s/ Jorge Fries Name: Jorge Fries Title: Managing Director	CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Scott Corman Name: Scott Corman Title: Managing Director CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Sam Pilcer Name: Sam Pilcer Title: Managing Director Lloyds Securities Inc. By: /s/ David S. Kiebler Name: David S. Kiebler Title: Director RABO SECURITIES USA, INC. By: /s/ Jeb Ebbott Name: Jeb Ebbott Title: Managing Director By: /s/ Jason Yan Name: Jason Yan Title: Assistant Secretary WELLS FARGO SECURITIES, LLC By: /s/ Peter C. Rogers Name: Peter C. Rogers Title: Director

SCHEDULE A



Purchaser	Principal Amount of Offered Notes
Credit Suisse Securities (USA) LLC	$183,612,000
Credit Agricole Securities (USA) Inc.	$133,536,000
Lloyds Securities Inc.	$5,564,000
Rabo Securities USA, Inc.	$5,564,000
Wells Fargo Securities, LLC	$5,564,000

Total	$333,840,000

SCHEDULE B

None.

SCHEDULE C

None.

SCHEDULE D

Additional Offering Circular Information



1.	Class A-1 Interest Rate (Cover Page)	2.266%
2.	Class A-2 Interest Rate (Cover Page)	3.525%
3.	Date of delivery of Offered Notes (Cover Page)	December 19, 2012
4.	Closing Date (Summary, Closing Date, page 10)	December 19, 2012
5.	Additional Interest rate from Rapid Amortization Date (Summary, Additional Interest, page 12)	5%
6.	Liquidity Reserve Target Amount at Closing Date (Summary, Liquidity Reserve, page 17)	$7,453,333
7.	Additional Interest rate from Rapid Amortization Date (Description of the Offered Notes and Indenture, Additional Interest, page 82)	5%
8.	Percentage making up the discount (when added to the Treasury Rate) calculated for the Class A-1 Redemption Premium (Description of the Offered Notes and Indenture, Redemption of the Offered Notes, page 83)	0.75%
9.	Percentage rate making up the discount (when added to the Treasury Rate) calculated for the Class A-2 Redemption Premium (Description of the Offered Notes and Indenture, Redemption of the Offered Notes, page 84)	0.75%
10.	Liquidity Reserve Target Amount (Description of the Offered Notes and Indenture, Liquidity Reserve Account, page 88)	$7,453,333
11.	Date of Master Indenture (Description of the Offered Notes and Indenture, Stamping of Leases, page 110)	December 19, 2012
12.	Date of the Purchase Agreement (Plan of Distribution, page 145)	December 12, 2012
13.	Principal Amounts for each Initial Purchaser (Plan of Distribution, page 142)	$183,612,000 $133,536,000 $5,564,000 $5,564,000 $5,564,000 _____________ $333,840,000
14.	Business Day on which delivery of the Offered Notes is expected (Plan of Distribution, page 143)	fifth
15.	Settlement cycle of number 13. above (Plan of Distribution, page 143)	T+5
16.	Settlement Date of the Offered Notes (Plan of Distribution, page 143)	T+5

Exhibit 10.28.1

MASTER INDENTURE

dated as of December 19, 2012

by and between

TRINITY RAIL LEASING 2012 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 8


Section 1.01	Definitions 8


Section 1.02	Rules of Construction 8


Section 1.03	Compliance Certificates and Opinions 9


Section 1.04	Acts of Noteholders 10


ARTICLE II	THE EQUIPMENT NOTES 11


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 14


Section 2.03	Note Registrar and Paying Agent 16


Section 2.04	Paying Agent to Hold Money in Trust 17


Section 2.05	Method of Payment 17


Section 2.06	Minimum Denomination 18


Section 2.07	Exchange Option 19


Section 2.08	Mutilated, Destroyed, Lost or Stolen Equipment Notes 20


Section 2.09	Payments of Transfer Taxes 20


Section 2.10	Book-Entry Registration 21


Section 2.11	Special Transfer Provisions 22


Section 2.12	Temporary Definitive Notes 25


Section 2.13	Statements to Noteholders 25


Section 2.14	CUSIP, CINS and ISIN Numbers 26


Section 2.15	Debt Treatment of Equipment Notes 27


Section 2.16	Compliance with Withholding Requirements 27


Section 2.17	Limitation on Transfers 27


ARTICLE III	INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS 28


Section 3.01	Establishment of Indenture Accounts; Investments 28


Section 3.02	Collections Account 31


Section 3.03	Withdrawal upon an Event of Default 32


Section 3.04	Liquidity Reserve Account; Liquidity Facilities 32


Section 3.05	Optional Reinvestment Account 33


Section 3.06	Expense Account 34


Section 3.07	Series Accounts 35


Section 3.08	Redemption/Defeasance Account 35


Section 3.09	Mandatory Replacement Account 36


Section 3.10	Calculations 36


Section 3.11	Payment Date Distributions from the Collections Account 39


Section 3.12	Voluntary Redemptions 42


Section 3.13	Procedure for Redemptions 42


Section 3.14	Adjustments in Targeted Principal Balances 43


Section 3.15	Liquidity Facilities 44


Section 3.16	Hedge Agreements 46


ARTICLE IV	DEFAULT AND REMEDIES 48


Section 4.01	Events of Default 48


Section 4.02	Remedies Upon Event of Default 51


Section 4.03	Limitation on Suits 54


Section 4.04	Waiver of Existing Defaults 54


Section 4.05	Restoration of Rights and Remedies 55


Section 4.06	Remedies Cumulative 55


Section 4.07	Authority of Courts Not Required 55


Section 4.08	Rights of Noteholders to Receive Payment 55


Section 4.09	Indenture Trustee May File Proofs of Claim 55


Section 4.10	Undertaking for Costs 56


ARTICLE V	REPRESENTATIONS, WARRANTIES AND COVENANTS 56


Section 5.01	Representations and Warranties 56


Section 5.02	General Covenants 61


Section 5.03	Portfolio Covenants 68


Section 5.04	Operating Covenants 72


ARTICLE VI	THE INDENTURE TRUSTEE 81


Section 6.01	Acceptance of Trusts and Duties 81


Section 6.02	Absence of Duties 81


Section 6.03	Representations or Warranties 81


Section 6.04	Reliance; Agents; Advice of Counsel 81


Section 6.05	Not Acting in Individual Capacity 84


Section 6.06	No Compensation from Noteholders 84


Section 6.07	Notice of Defaults 84


Section 6.08	Indenture Trustee May Hold Securities 84


Section 6.09	Corporate Trustee Required; Eligibility 84


Section 6.10	Reports by the Issuer 84


Section 6.11	Compensation 84


Section 6.12	Certain Rights of the Requisite Majority 85


ARTICLE VII	SUCCESSOR TRUSTEES 85


Section 7.01	Resignation and Removal of Indenture Trustee 85


Section 7.02	Appointment of Successor 85


ARTICLE VIII	INDEMNITY 87


Section 8.01	Indemnity 87


Section 8.02	Noteholders' Indemnity 87


Section 8.03	Survival 87


ARTICLE IX	SUPPLEMENTAL INDENTURES 87


Section 9.01	Supplemental Indentures Without the Consent of the Noteholders 87


Section 9.02	Supplemental Indentures with the Consent of Noteholders 88


Section 9.03	Execution of Indenture Supplements and Series Supplements 90


Section 9.04	Effect of Indenture Supplements 90


Section 9.05	Reference in Equipment Notes to Supplements 90


Section 9.06	Issuance of Additional Series of Equipment Notes 90


ARTICLE X	MODIFICATION AND WAIVER 92


Section 10.01	Modification and Waiver with Consent of Holders 92


Section 10.02	Modification Without Consent of Holders 93


Section 10.03	Consent of Hedge Providers and Liquidity Facility Providers 93


Section 10.04	Subordination and Priority of Payments 93


Section 10.05	Execution of Amendments by Indenture Trustee 93


ARTICLE XI	SUBORDINATION 94


Section 11.01	Subordination 94


ARTICLE XII	DISCHARGE OF INDENTURE; DEFEASANCE 95


Section 12.01	Discharge of Liability on the Equipment Notes; Defeasance 95


Section 12.02	Conditions to Defeasance 96


Section 12.03	Application of Trust Money 97


Section 12.04	Repayment to the Issuer 97


Section 12.05	Indemnity for Government Obligations and Corporate Obligations 98


Section 12.06	Reinstatement 98


ARTICLE XIII	MISCELLANEOUS 98


Section 13.01	Right of Indenture Trustee to Perform 98


Section 13.02	Waiver 98


Section 13.03	Severability 99


Section 13.04	Notices 99


Section 13.05	Assignments 101


Section 13.06	Currency Conversion 101


Section 13.07	Application to Court 102


Section 13.08	Governing Law 102


Section 13.09	Jurisdiction 102


Section 13.10	Counterparts 103


Section 13.11	No Petition in Bankruptcy 103


Section 13.12	Table of Contents, Headings, Etc 103



Schedule	Description
Schedule 1	Account Information


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

This MASTER INDENTURE , dated as of December 19, 2012 (as modified, amended or supplemented from time to time by Indenture Supplements, this “ Master Indenture ”) between TRINITY RAIL LEASING 2012 LLC , a Delaware limited liability company, as the issuer of the Equipment Notes hereunder (the “ Issuer ”), and WILMINGTON TRUST COMPANY , a Delaware trust company, as indenture trustee for each Series of Equipment Notes (the “ Indenture Trustee ”).

W I T N E S S E T H:

WHEREAS , the Issuer and the Indenture Trustee are executing and delivering this Master Indenture in order to provide for the issuance from time to time by the Issuer of the Equipment Notes in one or more Series, the Principal Terms of which shall be specified in one or more Series Supplements to this Master Indenture; and

WHEREAS , except as otherwise provided herein, the obligations of the Issuer under the Equipment Notes issued pursuant to this Master Indenture and the other Secured Obligations shall be secured on a pari passu basis 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 right, title and interest, whether now existing or hereafter created or acquired and wherever located, 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 a schedule to a Series Supplement, together with all other Railcars conveyed to the Issuer from time to time, whether pursuant to an 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 a schedule to a Series Supplement 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 100% special unit of beneficial 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 (other than Series 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;

(f) all other Accounts, Chattel Paper, commercial tort claims (as defined in the UCC), documents (as defined in the UCC), equipment (as defined in the UCC), General Intangibles, Instruments, inventory (as defined in the UCC), letter-of-credit rights (as defined in the UCC), and Supporting Obligations; and

(g) 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 Master 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, any Liquidity Facility Documents (except for any Liquidity Facility Documents that are identified in a Series Supplement as being excluded from the Secured Obligations), the Hedge Agreements and the other Operative Agreements to which the Issuer is a party (collectively, the “ Secured Obligations ”), all as provided in this Master Indenture.

For the 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 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.

1. 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. Notwithstanding the foregoing, the Issuer shall not be required to make any filings, registrations or recordation in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada. 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 Master Indenture or any law relating to the creation and perfection of security interests in the Collateral.

2. Continuance of Security .

(a) Except as otherwise provided under “Releases” below, the Security Interests created under this Master 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 Master 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 Master 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 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.

3. 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 Master 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.

4. Collateral .

(a) Generally . On each Closing Date, all Instruments, Chattel Paper, Securities or other documents, including, without limitation, any Chattel Paper Originals evidencing the Leases described on a schedule to a Series Supplement, 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 Master 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) Limitation on Non-Severable Mixed Riders . The percentage of Portfolio Railcars in the aggregate (measured by Adjusted Value) contained on Non-Severable Mixed Riders shall not exceed twenty percent (20%) of the Portfolio Railcars in the aggregate (measured by Adjusted Value).

(d) Custody of Leases . At the request of the Issuer from time to time, the parties shall implement a custodial arrangement with respect to Non-Severable Mixed Riders 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 Non-Severable Mixed Riders for the benefit of the Secured Parties and any owner (other than the Issuer) of a railcar covered by such Non-Severable Rider, 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

(f) 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 Master 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 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 and all actual and contingent amounts (other than inchoate indemnification amounts) payable under the Hedge Agreements, 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 and other Collateral from the Security Interests, and to otherwise release the security interests evidenced by this Master 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.

In connection with an Optional Redemption, concurrently with the deposit of the Redemption Price into the Redemption/Defeasance Account, if such Optional Redemption shall effect a redemption in whole of a Series of Equipment Notes then Outstanding, the Indenture Trustee shall be deemed to have been authorized to permit a release

of Collateral in accordance with this paragraph. In order to effect any such Collateral release, the Manager on behalf of the Issuer will identify in a Release Identification Letter a pool of individual Railcars and Leases (i) that were originally acquired by the Issuer on or prior to the issuance date of the Series being redeemed or substituted therefor, and (ii) that if such pool were released from the lien of this Master Indenture, would not result in (A) the Issuer being in violation of the Concentration Limits immediately after such proposed release of Collateral, (B) the Issuer's remaining portfolio of Railcars immediately after such proposed release of Collateral having an average age which is more than twenty percent (20%) greater than the average age of the Issuer's portfolio of Railcars immediately prior to such proposed release of Collateral, (C) the Issuer's remaining portfolio of Leases immediately after such proposed release of Collateral having an average remaining term which is less than eighty percent (80%) of the average remaining term of the Issuer's portfolio of Leases immediately prior to such proposed release of Collateral, (D) the Book LTV Ratio immediately after such proposed release of Collateral being greater than the Book LTV Ratio immediately prior to such proposed release of Collateral and (E) the Current LTV Ratio immediately after such proposed release of Collateral being greater than the Current LTV Ratio immediately prior to such proposed release of Collateral. For this purpose:

“ Release Identification Letter ” means a letter from the Manager (on behalf of the Issuer) addressed to the Indenture Trustee that identifies a pool of Railcars and Leases referred to in the preceding paragraph and certifies as to the satisfaction of the conditions in clause (ii) of the preceding paragraph. The Indenture Trustee shall be entitled to rely conclusively and exclusively on a Release Identification Letter without further investigation in connection with any release contemplated by the preceding paragraph.

“ Book LTV Ratio ” means, as of any date of determination, a ratio equivalent to a fraction, the numerator of which is the Outstanding Principal Balance of the Equipment Notes as of such date of determination, and the denominator of which is the aggregate Adjusted Value of the Portfolio Railcars as of such date of determination.

“ Current LTV Ratio ” means, as of any date of determination, a ratio equivalent to a fraction, the numerator of which is the Outstanding Principal Balance of the Equipment Notes as of such date of determination, and the denominator of which is the aggregate Special Appraised Value of the Portfolio Railcars as of such date of determination.

“ Special Appraised Value ” means the value assigned to the Railcars by Rail Solutions, Inc. or another independent railcar appraiser that is of comparable standing and reputation in the good faith judgment of the Manager, as performed no earlier than ninety (90) days prior to the release date and obtained by the Manager at the cost of the Issuer.

5. 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 Master 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 Master Indenture, the terms set forth in Annex A hereto shall have the meanings indicated in such Annex A.

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 Master 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 Master 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 Master Indenture to an agreement or other document (including this Master 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 Master Indenture, and the provisions of this Master Indenture apply to successive events and transactions.

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

(i) References in this Master 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 Master 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 this Master Indenture or any other 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.

(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 Master Indenture or any Series Supplement, 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 Master Indenture and/or such Series Supplement 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 Master 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 Master Indenture, any Series Supplement or any Indenture Supplement shall include:

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

(m) 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;

(n) 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

(o) 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 .

(p) Any direction, consent, waiver or other action provided by this Master Indenture in respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders (including a Control Party or a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders, Control Party or 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 Master 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, Control Party or Requisite Majority 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 Master Indenture and any Series Supplement and conclusive in favor of the Indenture Trustee or the Issuer, if made in the manner provided in this Section.

(q) 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.

(r) In determining whether Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “ Direction ”) under this Master Indenture or any Series Supplement (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.

(s) The Issuer may at its option, by delivery of an Officer's Certificate to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes of any Series 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 such Series 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 of such Series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series 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 Master Indenture not later than one year after the record date.

(t) Any Direction or other action by a Holder of an Equipment Note (including a Control Party or a Requisite Majority) 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.

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 .

(u) The number of Series which may be created by this Master Indenture is not limited. The Equipment Notes shall be issued in such Series as may from time to time be created by Series Supplements pursuant to this Master Indenture and may be issued in such Classes within a Series as may be authorized by the related Series Supplement for such Series. Each Series shall be created by a separate Series Supplement and shall be identified in a manner sufficient to differentiate the Equipment Notes of each such Series from the Equipment Notes of any other Series. The Equipment Notes of each Series will rank pari passu with the Equipment Notes of each other Series upon

the occurrence and during the continuance of an Event of Default, and otherwise will be paid in accordance with the Flow of Funds.

(v) Upon satisfaction of and compliance with the requirements and conditions to closing set forth in the related Series Supplement, Equipment Notes of the applicable Series to be executed and delivered on a particular Closing Date pursuant to such Series Supplement may be executed by the Issuer and delivered to the Indenture Trustee for authentication following the execution and delivery of the related Series Supplement creating such Series or from time to time thereafter, and the Indenture Trustee shall authenticate and deliver Equipment Notes of such Series upon the Issuer's request and direction set forth in an Officer's Certificate of the Issuer signed by one of its Responsible Officers, without further action on the part of the Issuer. Notwithstanding anything to the contrary contained hereunder or in any Series Supplement, any such authentication may be made on separate counterparts and by facsimile.

(w) There shall be issued, delivered and authenticated on the relevant Closing Date to each of the Noteholders identified on such Equipment Notes, Equipment Notes in the principal amounts and maturities and bearing interest at the Stated Rate, in each case in registered form and substantially in the form set forth in an exhibit to the applicable Series Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Master 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 of a Series 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) Each Series of Equipment Notes (or Class thereof) 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. The 144A Book-Entry Note shall only be transferred to a successor organization subject to the same terms and any other transfers of such 144A Book-Entry Note shall otherwise be limited as necessary in order for the 144A Book-Entry Note to constitute an immobilized obligation for purposes of Internal Revenue Service Notice 2012-20.

(ii) Each Series of Equipment Notes (or Class thereof) 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. The Regulation S Temporary Book-Entry Note shall only be transferred to a successor organization subject to the same terms and any other transfers of such Regulation S Temporary Book-Entry Note shall otherwise be limited as necessary in order for the Regulation S Temporary Book-Entry Note to constitute an immobilized obligation for purposes of Internal Revenue Service Notice 2012-20. 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 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 A-1 to this Master 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 A-2 to this Master 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.

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

(y) 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.

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

Section 2.02 Restrictive Legends . 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 a legend on the face thereof substantially in the form set forth below (unless counsel to the Issuer advises that a different legend or additional legend is required for any reason):

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 2012 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 INDENTURE TRUSTEE MAY REQUIRE UNDER THE INDENTURE REFERRED TO BELOW), 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 AND IS NOT USING THE

ASSETS OF AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DEFINED BY AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), 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 A GOVERNMENTAL PLAN, NON-U.S. PLAN OR CHURCH PLAN SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (B) THE 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 A VIOLATION OF SIMILAR LAW.

[In the case of Book-Entry Notes:

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 REFERRED TO BELOW.

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.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO BELOW.]

Section 2.03 Note Registrar and Paying Agent .

(aa) With respect to each Series of 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 of such Series 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 any Series of Equipment Notes is 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 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 of such Series. 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 Master Indenture, the entries in the Register shall be conclusive, in the absence of manifest error, and the Issuer, the Indenture Trustee, and the Noteholders shall treat each Person in whose name an Equipment Note is registered as the beneficial owner thereof for all purposes of this Master Indenture. No transfer of an Equipment Note shall be effective unless such transfer has been recorded in the Register as provided in this Section.

(ab) 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.

(ac) 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.

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

(ae) 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. No Paying Agent shall hold monies payable by the Issuer to Hedge Providers.

The Indenture Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Master 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 .

(af) On each Payment Date, the Indenture Trustee shall, or shall instruct a Paying Agent to, pay to the Noteholders of each Series all interest, principal and premium, if any, on the Equipment Notes of such Series 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 any Series of 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.

(ag) At such time, if any, as the Equipment Notes of any Series 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 such Series. 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 of such Series having an aggregate original principal amount of not less than $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 each Series of Equipment Notes shall be made only upon presentation and surrender of the Definitive Notes of such Series 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 such Series to each of the Noteholders of such Series, specifying the date and amount of such final payment.

(ah) The beneficial owner of a Regulation S Temporary Book-Entry Note of any Series 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 A-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 A-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 . Unless otherwise specified in the Series Supplement for a Series, 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 of each Class of a Series may be issued with such excess in integral multiples of $1.

Section 2.07 Exchange Option . If the holder (other than an Initial 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 A-8, given by the Noteholder (and the proposed transferee, if applicable), the Indenture Trustee and Note 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 an Initial 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 forms of Exhibits A-5 and A-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, an Initial 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 Initial Purchaser of instructions to DTC for the exchange, substantially in the form of Exhibit A-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.

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 of the same Series and Class (if applicable), 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 .

(ai) 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).

(aj) 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 Master Indenture, the Series Supplements 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 with respect to a Series, (b) the Issuer elects to terminate the book-entry system for the Book-Entry Notes with respect to a Series, or (c) an Event of Default has occurred and the Indenture Trustee acting at the Direction of the Control Party for the applicable Series certifies that continuation of a book-entry system through DTC (or a successor) for the Equipment Notes of such Series is no longer in the best interests of the Noteholders of such Series, owners of beneficial interests in a Book-Entry Note of such Series 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 Master Indenture, the applicable Series Supplement 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 (in addition to those under the related Series Supplement, if applicable, and, if applicable, those of Clearstream and Euroclear).

(ak) 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.

(al) 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 of a Series will be transferable and exchangeable for Definitive Notes of the same Series 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.

(am) Any beneficial interest in one of the Book-Entry Notes of any Series that is transferred to a Person who takes delivery in the form of an interest in another Book-Entry Note of the same Series 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.

(an) Any Definitive Note delivered in exchange for an interest in a 144A Book-Entry Note pursuant to Section 2.07 shall bear the Private Placement Legend applicable to a 144A Book-Entry Note set forth in Section 2.02 hereof.

(ao) Any Definitive Note delivered in exchange for an interest in an Unrestricted Book-Entry Note pursuant to Section 2.07 shall 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 .

(ap) 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 B 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.

(aq) 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 this Section 2.11(b) 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 A-8 hereto to the 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 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.

(ar) 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 A-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 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 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 of the relevant Series, in an amount equal to the principal amount of the Regulation S Temporary Book-Entry Note of such Series to be transferred, and the Indenture Trustee shall decrease the amount of the Regulation S Temporary Book-Entry Note of such Series.

(as) 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.

(at) 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 A-7 hereto from the proposed transferor.

(au) 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 and is not using the assets of an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, a plan defined by and subject to Section 4975 of the Code, 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 a governmental plan, non-U.S. plan or church plan subject to any federal, state, local or other law that is substantially similar to Section 406 of ERISA or 4975 of the Code (“ Similar Law ”), or (ii) the 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 a violation of Similar Law.

(av) 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 Master Indenture and in the Private Placement Legend and agrees that it will transfer such Equipment Note only as provided in this Master 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 Master 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.

Section 2.12 Temporary Definitive Notes . Pending the preparation of Definitive Notes of a Series, the Issuer may execute and the Indenture Trustee may authenticate and deliver temporary Definitive Notes of such Series 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 to the related Series Supplement, 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 of a Series are issued, the Issuer will cause Definitive Notes of such Series to be prepared without unreasonable delay. After the preparation of Definitive Notes of such Series, 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 of the same Series, 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 Master Indenture as Definitive Notes.

Section 2.13 Statements to Noteholders .

(aw) 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 each Rating Agency, each Hedge Provider and each Liquidity Facility Provider, and to each Holder of record with respect to such Payment Date, a report, substantially in the form attached as Exhibit C-1 hereto prepared by the Administrator or Manager and setting forth the information described therein (each, a “ Monthly Report ”). Beginning in 2013, 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 C-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 any Series of Equipment Notes is then listed on any stock 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.

(ax) 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 such information as is required to be provided to such Person for U.S. federal income tax purposes with respect to each Series of Equipment Notes for such calendar year or, in the event such Person was a Noteholder of record of any Series 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.

(ay) At such time, if any, as the Equipment Notes of any Series 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 of such Series for the period of its ownership of such Definitive Note as the same appears on the records of the Indenture Trustee.

(az) Whenever a notice or other communication is required under this Master Indenture to be given to Noteholders of a Series: (i) if any Equipment Notes of such Series are registered with DTC, Euroclear and/or Clearstream, the Indenture Trustee shall give all such notices and communications to DTC, Euroclear and/or Clearstream, as the case may be; and (ii) if Definitive Notes of a Series have been issued, then the Indenture Trustee shall give notices and communications to the Noteholders of such Definitive Notes by U.S. mail to the addresses of such Noteholders in the Register.

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.

Section 2.16 Compliance with Withholding Requirements . Notwithstanding any other provision of this Master Indenture, the Issuer and Indenture Trustee shall comply with all United States federal income tax withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that are required to be withheld under the Code, Treasury regulations thereunder, published rulings and judicial decisions. The consent of the Noteholders shall not be required for any such withholding.

Section 2.17 Limitation on Transfers . Notwithstanding any other provision of this Master Indenture, any Equipment Note for which an Opinion of Counsel has not been rendered to the Issuer to the effect that such Equipment Note constitutes debt for United States federal income tax purposes (a “ Subject Note ”) shall be subject to the limitations of this Section 2.17. No Subject Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject Note (or any direct or indirect economic or beneficial interest therein) (a “ Transferred Note ”) whether to another Noteholder or to a Person that is not a Noteholder (a “ Transferee ”) shall be effective, and to the greatest extent permitted under Applicable Law any such transfer (or purported transfer) shall be void ab initio , and no Person shall otherwise become a Holder of a Subject Note, unless: (i) the Transferee provides the Note Registrar with its representations and warranties made for the benefit of the Issuer to the effect that: (A) either (I) it is not and will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or grantor trust (each such entity, a “flow-through entity”) or (II) if it is or becomes a flow through entity, then (x) none of the direct or indirect beneficial owners of any of the interests in the Transferee have or ever will have all or substantially all the value of its interest in the Transferee attributable to the interest of the Transferee in any Transferred Note, any other Equipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under this Master Indenture and (y) it is not and will not be a principal purpose of the arrangement involving the investment of the Transferee in any Transferred Note to permit any partnership to satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury regulations under the Code necessary for such partnership not to be classified as a publicly

traded partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey any participating interest in any Equipment Note or any financial instrument or contract the value of which is determined by reference in whole or in part to any Equipment Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Transferred Note(s) (or interest therein) or cause any Transferred Note(s) (or interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations, and (D) in the case of Subject Notes other than the Series 2012-1 Notes that it is a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code, and (ii) after such transfer there would be no more than ninety (90) members of the limited liability company that is the Issuer (including as members, solely for purposes of this Section 2.17, Holders of any Subject Notes and any other instruments subject to the transfer restrictions of this Section 2.17). The Issuer shall not recognize any prohibited transfer described in this Section 2.17 either (i) by redeeming the transferor's interest, or (ii) by admitting the Transferee as such a member or otherwise recognizing any right of the Transferee (including, without limitation, any right of the Transferee to receive payments or other distributions from the Issuer, directly or indirectly).

ARTICLE III

INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS

Section 3.01 Establishment of Indenture Accounts; Investments .

(ba) Indenture Accounts . The Administrator, on behalf and at the direction of the Issuer, will establish with the Indenture Trustee on or before the Initial 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 ”), and (v) a liquidity reserve account (the “ Liquidity Reserve 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 Indenture Accounts as may be authorized or required by this Master Indenture and the other Operative Agreements. The Administrator, on behalf of and at the direction of the Issuer, will establish with the Indenture Trustee, on or before the Closing Date for each Series, and maintain, an account for such Series (each, a “ Series Account ”) and may so establish and maintain one or more sub-accounts of such Series Account for each Class of such Series (each, a “ Class Account ”). The Series Account and any Class Account for a Series will be identified in the Series Supplement for such Account.

(bb) The Collections Account, the Mandatory Replacement Account, the Optional Reinvestment Account, the Expense Account, and the Liquidity Reserve Account shall bear the account numbers set forth on Schedule 1 hereto. All amounts from time to time held in each Indenture Account (other than a Series 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 Master 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. All amounts from time to time held in each Series Account shall be held (a) in the name of the Indenture Trustee, for the benefit of the Noteholders of the related Series, 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 Master Indenture and the related Series Supplement, and all such amounts shall be collateral only for such Series and shall not constitute payment of such Series or any other obligation of the Issuer until applied as provided in this Master Indenture and the related Series Supplement.

(bc) 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 from or transfers among 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 or, with respect to a Series Account, in a Series Supplement.

(bd) 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 Series Accounts, 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 Master 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 Master Indenture on the Business Day immediately preceding the first Payment Date after which such investment is made; 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.

(be) 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, it being understood that funds in the Series Accounts shall not be invested.

(bf) WTC as Securities Intermediary; Control .

(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 undertakes 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 Master 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.

(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.

(bg) 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 .

(bh) 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.

(bi) 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.

(bj) 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.

(bk) 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.

(bl) On each Closing Date, at the direction of the Issuer, a portion of cash proceeds from the issuance of the Equipment Notes of the applicable Series, together with the amount of any necessary capital contribution made by the Member to the Issuer, will be deposited in the Collections Account in order to assure sufficient funds are available for payments on the first Payment Date for such Series pursuant to Section 3.11(a).

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 Series Accounts) 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; Liquidity Facilities .

(bm) On the Initial 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 Initial Closing Date out of the Net Proceeds of the issuance of the Series 2012‑1 Notes received on the Initial Closing Date and/or from funds contributed by the Member to the Issuer as equity on or prior to such date. On each Series Issuance Date occurring after the Initial Closing Date, the Issuer shall either: (i) deliver to the Indenture Trustee one or more Liquidity Facilities issued in accordance with Section 3.15 in an amount up to the Liquidity Reserve Target Amount;

or (ii) if the Issuer does not deliver a Liquidity Facility, or delivers a Liquidity Facility or Liquidity Facilities in an amount that is less than the Liquidity Reserve Target Amount, deposit (or cause to be deposited) in the Liquidity Reserve Account, cash in an amount necessary to cause the amount on deposit in the Liquidity Reserve Account (plus the amount of the Liquidity Facilities) to equal the Liquidity Reserve Target Amount as of such Series Issuance Date, out of the Net Proceeds of such Series and/or from funds contributed by the Member to the Issuer as equity on or prior to such date.

(bn) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if (i) the sum of (A) the Liquidity Facility Available Amounts for all Liquidity Facilities plus (B) the Balance in the Liquidity Reserve Account is less than (ii) 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.

(bo) If the Available Collections Amount on any Payment Date is insufficient to pay (A) the interest then due on the Outstanding Notes (excluding Additional Interest), (B) the net payments owed by the Issuer under any Hedge Agreements (other than for the payment of any Hedge Termination Value or Hedge Partial Termination Value) and (C) all amounts senior to interest in the Flow of Funds, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, effect a draw on the Liquidity Reserve Account and, if necessary, a draw on one or more Liquidity Facilities, and make a deposit in the Collections Account for allocation as part of Available Collections on the related Payment Date, in an amount equal to the lesser of (i) the aggregate amount of the shortfalls in clauses (A), (B) and (C) and (ii) the Balance in the Liquidity Reserve Account and/or the Liquidity Facility Available Amounts for the Liquidity Facilities, as applicable, as of the related Determination Date as set forth in such Payment Date Schedule. If the Balance in the Liquidity Reserve Account and/or the Liquidity Facility Available Amounts for the Liquidity Facilities, as applicable, as of such Determination Date is less than the aggregate amount of such shortfalls for the related Payment Date, then any such balance remaining (after transfer to the Collections Account and allocation and application to amounts senior to interest on the Equipment Notes in the Flow of Funds) will be allocated on such Payment Date pro rata (x) to pay interest then due on the Outstanding Equipment Notes (other than Additional Interest) and (y) to pay such net payments owed by the Issuer under any Hedge Agreements (other than for the payment of any Hedge Termination Value or Hedge Partial Termination Value). After giving effect to such allocation and payment with respect to the interest then due on the Outstanding Equipment Notes (excluding Additional Interest), (a) any shortfall in the amount available to pay such interest on such Payment Date shall be allocated pro rata among the Outstanding Series, (b) the amount of such shortfall allocated to each Series shall be the “ Net Stated Interest Shortfall ” for such Series, and (c) the Net Stated Interest Shortfall for each Series shall be added to the Stated Interest Amount of such Series for the next succeeding Payment Date.

(bp) 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 withdraw from the Liquidity Reserve Account and deposit in the Collections Account the excess, if any, of (A) the sum of the Liquidity Facility Available Amounts for all Liquidity Facilities plus 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).

(bq) Upon repayment in full of all Outstanding Equipment Notes, 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.

(br) 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 .

(bs) 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.

(bt) 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 applicable 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 funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller.

(bu) At any time in its discretion within one hundred eighty (180) days of deposit, the Issuer may elect to transfer amounts in the Optional Reinvestment Account not otherwise reinvested to the Collections Account for redemption of Equipment Notes and payment of any applicable Hedge Partial Termination Value in accordance with Section 3.14. 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 except for distribution in accordance with Section 3.14.

Section 3.06 Expense Account .

(bv) On each 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 such 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 such Closing Date or the proceeds of a capital contribution by the Member to the Issuer or from any combination thereof.

(bw) 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 or reimburse any Operating Expenses that have been actually incurred or 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.

(bx) 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 or reimburse any Operating Expenses that the Administrator certifies in such writing are Operating Expenses that have been actually incurred or that are then due and payable.

(by) On the last Final Maturity Date for all Series of Equipment Notes, 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 Series Accounts .

(bz) Upon the issuance of a Series of Equipment Notes, the Administrator shall cause to be established and maintained a Series Account for such Series of Equipment Notes.

(ca) On each Payment Date, amounts will be deposited into each applicable Series Account in accordance with Section 3.08 and Section 3.11 hereof.

(cb) All amounts transferred to a Series Account for any Series of Equipment Notes in accordance with Section 3.08 and Section 3.11 hereof shall be used by the Indenture Trustee for the payment of such Series of Equipment Notes (or Class thereof) in accordance with the terms of this Master Indenture and the related Series Supplement.

Section 3.08 Redemption/Defeasance Account .

(cc) Upon the sending of a Redemption Notice in respect of any Series of the Equipment Notes or any Class thereof, or an election by the Issuer to effect a legal defeasance or covenant defeasance of any Series of the Equipment Notes or any Class thereof 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 such Series or Class.

(cd) Amounts shall be deposited into any Redemption/Defeasance Account in accordance with Section 3.13 hereof.

(ce) On each Redemption Date, the Administrator, on behalf of the Indenture Trustee, shall transfer a portion of the proceeds of any Optional Redemption equal to the Redemption Price of such Series of Equipment Notes from the Redemption/Defeasance Account, established in respect of such Optional Redemption in accordance with Section 3.13 hereof, to the Series Account for such Series (except that an amount equal to the Hedge Termination Value that is owed by the Issuer, if any, included in the Redemption Price concurrently will be withdrawn from the Redemption/Defeasance Account and paid to the applicable Hedge Provider).

(cf) On each Payment Date, in respect of any Series of Equipment Notes that is 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 Series Account for such Series, and from such Series Account to the Holders of such Equipment Notes the payments of principal and interest due on such Equipment Notes.

Section 3.09 Mandatory Replacement Account .

(cg) The Issuer will direct the Manager or Administrator to cause the deposit of all Net Disposition Proceeds realized from a Permitted Discretionary Sale into the Mandatory Replacement Account.

(ch) The Issuer shall use all commercially reasonable efforts to use the funds deposited in the Mandatory Replacement Account to purchase Additional Railcars 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 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.

(ci) 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 transferred to the Collections Account may not be withdrawn therefrom except for distribution as contemplated by Section 3.14.

Section 3.10 Calculations .

(cj) 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, for each Series, 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, for each Series;

(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 Master 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.

(ck) 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 for each Series or Class on such Payment Date:

(i) the Stated Interest Amount for the Equipment Notes, separated by Series and Class; and

(ii) the Additional Interest Amount, if any, separated by Series and Class.

(cl) 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 each Series of Equipment Notes (and Classes within such Series) 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 each Series of Equipment Notes on such Payment Date, including the Scheduled Principal Payment Amounts for each Series and any unpaid Scheduled Principal Payment Amounts for each Series for prior Payment Dates; and

(iii) the amounts, if any, distributable to the Issuer on such Payment Date.

(cm) 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 Amounts due in respect of all Series on such Payment Date exceed 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 or from the Liquidity Facilities pursuant to Section 3.04 (the “ Stated Interest Shortfall ”);

(ii) the Net Stated Interest Shortfall in respect of each Series;

(iii) the amount, if any, of payments to the Liquidity Facility Providers and the Hedge Providers that are contemplated to be paid pursuant to the Flow of Funds but will not be paid on such Payment Date out of the Available Collections Amount for such Payment Date;

(iv) the amount, if any, of the Scheduled Principal Payment Amount payable on each Series that will not be paid on such Payment Date out of the Available Collections Amount for such Payment Date; and

(v) if such Payment Date is the Final Maturity Date for any Series of Equipment Notes or Class thereof, the amount, if any, by which the Outstanding Principal Balance of such Series of Equipment Notes or Class thereof exceeds the Available Collections Amount after payment in full of amounts senior thereto or pari passu therewith in the Flow of Funds (such remainder, a “ Final Principal Payment Shortfall ”).

(cn) 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 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 payments, transfers, deposits and distributions, if any) pursuant to the Flow of Funds, and setting forth separately, in the case of payments in respect of each Series of Equipment Notes, the amount to be applied on such Payment Date to pay all interest, principal and premium, if any, on such Series of Equipment Notes (and each Class thereof), 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.

(co) 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 .

(cp) 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:

(1) to the payment or reimbursement 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 in an amount equal to the Required Expense Deposit;

(2) to the payment to the Service Providers of the Service Provider Fees, pro rata based on the amount due;

(3) to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);

(4) pro rata, based on the amount due, (i) to the Series Accounts, all current and past due interest on the Outstanding Notes of each Series, other than current or past due Additional Interest, (ii) to the Liquidity Facility Providers, all interest owed to the Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for such Liquidity Providers, (iii) to each Hedge Provider, all Senior Hedge Payments, and (iv) to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any Hedge Termination Value or Hedge Partial Termination Value);

(5) to first , reimburse or repay pro rata each related Liquidity Facility Provider the principal amounts drawn under any Liquidity Facility and not previously reimbursed, and second , deposit in the Liquidity Reserve Account an amount equal to the positive difference (if any) between (x) the Liquidity Reserve Target Amount (after giving effect to the payments in clause first ) and (y) the balance in the Liquidity Reserve Account;

(6) to the Series Accounts, the Scheduled Principal Payment Amounts on all Series of Outstanding Notes entitled thereto, first to the earliest issued Series, and second , within each Series, to each Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same Class;

(7) to the Series Accounts, for the payment of the Outstanding Principal Balance of all Rapid Amortization Notes, sequentially among each Rapid Amortization Series in order of their issuance date, and within each Rapid Amortization Series, to each Rapid Amortization Class sequentially in ascending numerical designation of each such Class but pro rata among any alphabetical sub-classes of the same Class;

(8) if an Early Amortization Event has occurred and is then continuing, to the Series Accounts, for the payment of an amount equal to the Outstanding Principal Balance of the Equipment Notes (after the payments in clauses (6) and (7) above), pro rata according to the Outstanding Principal Balance of all Equipment Notes;

(9) to the Series Accounts, the payment of all current and past due Additional Interest due on the Equipment Notes, pro rata based on the amount due;

(10) to the Series Accounts, the payment of any Redemption Premium owing to the Holders of the Equipment Notes, pro rata based on the amount due;

(11) to the Hedge Providers for the payment of Subordinated Hedge Payments, pro rata based on the amount due;

(12) to the Initial Purchasers, for the payment of any indemnities of the Issuer payable to the Initial Purchasers, pro rata based on the amount due;

(13) 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

(14) to the Issuer, all remaining amounts, which may be distributed to the Member.

(cq) 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 of priority, after payment of the amounts described in Section 4.02(c)(i):

(2) to the payment to the Service Providers of the Service Provider Fees, pro rata based on the amount due;

(3) to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);

(4) pro rata based on the amount due, (i) to the Series Accounts, all current and past due interest on the Outstanding Notes of each Series, other than current or past due Additional Interest, (ii) to the Liquidity Facility Providers, all interest owed to Liquidity Facility Providers in connection with draws under the related Liquidity Facilities for the Liquidity Facility Providers, together with all principal amounts drawn under any Liquidity Facility and not previously reimbursed, (iii) to the Hedge Providers, all unpaid Senior Hedge Payments, and (iv) to the Liquidity Facility Providers, all indemnification obligations payable to the Liquidity Facility Providers in connection with the related Liquidity Facilities; provided that any amounts drawn from the Liquidity Reserve Account or any Liquidity Facility will be applied only to the items described in clauses (i) and (iii) hereof (other than payments of any Hedge Termination Value or Hedge Partial Termination Value);

(5) pro rata based on the Outstanding Principal Balances of the Outstanding Series, to the Series Accounts, the Outstanding Principal Balances of the Equipment Notes;

(6) to the Series Accounts, all current and past due Additional Interest on the Outstanding Equipment Notes, pro rata based on the amount due;

(7) to the Series Accounts, the payment of any Redemption Premium owing to the Holders of the applicable Series, pro rata based on the amount due

(8) to the Hedge Providers, the amount of any Subordinated Hedge Payments, pro rata based on the amount due;

(9) to the Initial Purchasers, any indemnities of the Issuer payable to the Initial Purchasers, pro rata based on the amount due;

(10) 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

(11) to the Issuer, all remaining amounts, which may be distributed to the Member.

(cr) Redemption . On any Payment Date on which any Series of Equipment Notes or Class thereof is to be the subject of an Optional Redemption, the Administrator, on behalf of the Indenture Trustee, shall distribute the amounts in the applicable Redemption/Defeasance Account to (i) the Holders of such Series or Class, as applicable, as provided in the relevant Redemption Notice and (ii) to the extent the Redemption Price includes amounts owed to Hedge Providers, to such Hedge Providers.

(cs) 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 wire transfer of funds to the applicable Person. All payments to Noteholders shall be governed by Section 2.05.

Section 3.12 Voluntary Redemptions . If permitted under the related Series Supplement and if no Event of Default then exists, the Issuer will have the option to prepay the Outstanding Principal Balance of any Class of the applicable Series of Equipment Notes in an Optional Redemption. If an Event of Default then exists, the Issuer will

have the option to prepay the Outstanding Principal Balance of all (but not less than all) Series of Equipment Notes then Outstanding. It is understood that Optional Redemptions do not effect a release of Collateral from the Security Interest of this Master Indenture, unless resulting in the repayment in full of all Secured Obligations relating to the Series being redeemed. Any Optional Redemption in part, if permitted in accordance with the applicable Series Supplement, will be achieved by a pro rata prepayment of the Outstanding Principal Balance of the applicable Equipment Notes.

Section 3.13 Procedure for Redemptions .

(ct) Method of Redemption . In the case of any Optional 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 an Optional Redemption is published, the applicable outstanding principal amount of each Series of Equipment Notes (or Class thereof) to which such Redemption Notice applies will become due and payable on the Redemption Date stated in such Redemption Notice at its Redemption Price. In the case of a redemption in whole of a Series, all Equipment Notes of such Series that are redeemed will be surrendered to the Indenture Trustee for cancellation and will be cancelled by the Indenture Trustee, and accordingly may not be reissued or resold.

(cu) Deposit of Redemption Amount . On or before any Redemption Date in respect of an Optional 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.

(cv) 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 Optional 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 on the Redemption Date at the Redemption Price (net of any portion thereof payable to the applicable Hedge Provider) 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.

(cw) Redemption Notice . In respect of any Optional Redemption of any Series or Class of 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 and to each Hedge Provider, provided that the Indenture Trustee shall have determined in advance of giving any such Redemption Notice that funds are or will, on the applicable Redemption Date, be available therefor. Such Redemption Notice must be given at least twenty (20) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the applicable Redemption Date, (ii) the Equipment Notes being redeemed (which may be some or all of a Series or Class, as permitted by the applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Equipment Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Holders of the applicable Equipment Notes 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, including a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series of Equipment Notes or of all Outstanding Equipment Notes, 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 (less an amount equal to any portion thereof payable to the applicable Hedge Provider), and (vi) that, unless the Issuer defaults in the payment of the Redemption Price, if any, interest on the portion of the 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 .

(cx) Railcar Dispositions . If Net Disposition Proceeds have been transferred to the Collections Account, then (a) on the next following Payment Date, the Outstanding Principal Balance of the Equipment Notes will

be partially redeemed with such Net Disposition Proceeds (less an amount equal to any Hedge Partial Termination Value that would be owed by the Issuer to Hedge Providers (if applicable)), with such amounts, as applicable, being paid directly to the Noteholders and any applicable Hedge Providers from the Collections Account, and not pursuant to the Flow of Funds, prior to any other distribution of Available Collections Amounts pursuant to the Flow of Funds, with respect to the Equipment Notes sequentially beginning with the earliest issued Series and then by ascending numeric order of the Classes (but pro rata among any alphabetical sub-classes of the same Class), distributed pro rata to the Noteholders of such Class being redeemed in accordance with the Outstanding Principal Balance of the Notes entitled to such payment, and (b) on such Payment Date, the Scheduled Targeted Principal Balance of the Equipment Notes being partially redeemed on such Payment Date will be reduced for all subsequent Payment Dates by an amount equal to the result of (a) the Scheduled Targeted Principal Balances of such Equipment Notes for each such Payment Date, minus (y) the product of (a) the Redemption Fraction for such Equipment Notes as of each such Payment Date and (b) the Scheduled Targeted Principal Balance of such Equipment Notes for each such Payment Date. If proceeds of a Permitted Discretionary Sale are applied to early repayment of Equipment Notes pursuant to this paragraph, then the Issuer shall also be required to pay, in connection with and on the date of the resulting prepayment, Redemption Premium on such prepaid principal amount if at such time an Optional Redemption of the applicable Equipment Notes would also require the payment of Redemption Premium (with such Redemption Premium, if owing, to be determined in the same manner).

(cy) Optional Redemption . In connection with any Optional Redemption in part, the Scheduled Targeted Principal Balance for the remaining Equipment Notes of such Series or Class 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. No Optional Redemption in part shall occur with respect to a Series or Class unless the Series Supplement for such Series or Class provides for an Optional Redemption in part with respect to such Series or Class, as applicable.

(cz) Redemption Fraction . “ Redemption Fraction ” means, for any Equipment Notes subject to a partial redemption, a fraction, the numerator of which is the principal amount of such Equipment Notes that is being redeemed, and the denominator of which is the Outstanding Principal Balance of such Equipment Notes immediately prior to such partial redemption.

(da) Notice to Hedge Providers and Rating Agencies . If so provided in a Series Supplement, the Issuer shall give each applicable Hedge Provider and each applicable Rating Agency prior written notice of a redemption of all or a portion of the Equipment Notes pursuant to this Section 3.14.

Section 3.15 Liquidity Facilities . The Issuer may establish one or more Liquidity Facilities in connection with the issuance of an Additional Series by entering into transaction documentation (the “ Liquidity Facility Documents ”) with one or more Liquidity Facility Providers. The following conditions must be satisfied before the Issuer establishes a Liquidity Facility:

(db) the Issuer's having obtained Rating Agency Confirmation with respect to all Outstanding Series, provided that, because the establishment of such Liquidity Facility would occur in connection with the issuance of an Additional Series, the establishment of such Liquidity Facility would be subject to the same Rating Agency Confirmation as such Additional Series;

(dc) no Manager Termination Event, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the establishment of the Liquidity Facility, and no Manager Termination Event, Event of Default or Early Amortization Event would occur as a result of the transactions associated with the establishment of the Liquidity Facility;

(dd) the Liquidity Facility Provider shall have a long-term credit rating of not less than the highest rating issued by the Rating Agency on any Outstanding Equipment Notes, and shall not have a published long-term rating issued by any NRSRO lower than the highest rating on any Outstanding Equipment Notes;

(de) the Liquidity Facility Documents shall contain provisions (i) addressing the limited recourse nature of the Issuer's obligation to make payments to the Liquidity Facility Provider, (ii) consistent with the bankruptcy remoteness of the Issuer, (iii) restricting the ability of the Liquidity Facility Provider to assign, transfer or delegate its obligations under the Liquidity Facility, (iv) ensuring that draws on the Liquidity Facility are payable on demand and without the need for a default or event of default to have occurred, (v) setting forth timetables consistent with the Issuer having funds to make timely payments on the Equipment Notes, and (vi) allowing a reasonable period of time for the Issuer to renew or to replace the Liquidity Facility as it nears its stated maturity, and to effect draws under the Liquidity Facility in the event the Liquidity Facility is not timely renewed or replaced, or the Liquidity Facility Provider is downgraded or defaults in its obligations after any applicable grace period; and

(df) the Issuer shall have delivered to the Indenture Trustee, on or prior to the establishment of such Liquidity Facility:

(i) an original copy of the Liquidity Facility Documents for such Liquidity Facility, duly executed by the Issuer and the Liquidity Facility Provider, as applicable;

(ii) an officer's certificate, duly executed by a Responsible Officer of the Issuer, meeting the requirements of Section 1.03 hereof and stating that (A) the establishment of such Liquidity Facility and the Liquidity Facility Documents are authorized and permitted by this Master Indenture and (B) all conditions precedent in this Master Indenture to (x) the establishment of such Liquidity Facility and (y) the execution, delivery and performance of the Liquidity Facility Documents have been duly satisfied in accordance with the terms of this Master Indenture; and

(iii) one or more Opinions of Counsel, duly executed by counsel to the Issuer, meeting the requirements of Section 1.03 hereof and containing a statement to the effect that (A) the establishment of such Liquidity Facility and the Liquidity Facility Documents are authorized and permitted by this Master Indenture and (B) that all conditions precedent in this Master Indenture to (x) the establishment of such Liquidity Facility and (y) the execution, delivery and performance of the Liquidity Facility Documents have been duly satisfied in accordance with the terms of this Master Indenture.

Unless otherwise provided in a Series Supplement, each Liquidity Facility will be secured by the lien of this Master Indenture.

Section 3.16 Hedge Agreements .

(dg) On each Closing Date on which the Issuer is issuing Floating Rate Equipment Notes, the Issuer must enter into one or more Hedge Agreements with one or more Eligible Hedge Providers. Each Hedge Agreement will be secured by the lien of this Master Indenture.

(dh) For so long as any Series or Class of Floating Rate Equipment Notes remains Outstanding, the Issuer must maintain one or more Hedge Agreements with an aggregate notional balance (x) equal to or exceeding the product of (i) seventy percent (70%) and (ii) the aggregate Outstanding Principal Balance of all such Series or Classes of Floating Rate Equipment Notes (the amount described in this clause (x), the “ Minimum Hedging Amount ”) and (y) less than or equal to the product of (i) one hundred five percent (105%) and (ii) the aggregate Outstanding Principal Balance of all such Series or Classes of Floating Rate Equipment Notes (the amount described in this clause (y), the “ Maximum Hedging Amount ” and, collectively with the Minimum Hedging Amount, the “ Hedging Requirement ”). Notwithstanding any other term or provision of this Master Indenture, but subject to Section 10.05 hereof: without the consent of Noteholders, the Issuer and the Indenture Trustee may amend this Master Indenture from time to time, with the prior written consent of all Hedge Providers and subject to receipt of Rating Agency Confirmation, to stipulate different percentages for the Minimum Hedging Amount or the Maximum Hedging Amount.

(di) If the Issuer is not able to meet the Minimum Hedging Amount, it must, within ninety-five (95) days, use reasonable commercial efforts to enter into one or more Hedge Agreements, or, if the reason for such non-compliance is that a Hedge Agreement has terminated in its entirety, but Floating Rate Equipment Notes remain outstanding, enter into one or more replacement Hedge Agreements at least sufficient to meet the Minimum Hedging Amount. If, at the expiration of such ninety-five (95) day period the Issuer has been unable to enter into additional or replacement Hedge Agreements in order to meet the Minimum Hedging Amount, the Requisite Majority (in its sole discretion) may direct the Indenture Trustee on behalf of the Issuer to enter into, maintain or terminate (in whole or in part), one or more Hedge Agreements selected by the Requisite Majority (in its sole discretion) such that, after giving effect to such action, the Issuer will be in compliance with the Hedging Requirement. In the event the Requisite Majority determines to direct the Indenture Trustee to enter into, maintain or terminate (in whole or in part) a Hedge Agreement on the Issuer's behalf, the Requisite Majority shall promptly send a copy of any such agreement to the Issuer.

(dj) If contemplated by a Hedge Agreement, the Issuer may enter into off-setting interest rate transactions in order to comply with the Hedging Requirement.

(dk) Except as otherwise provided in this Master Indenture or the applicable Series Supplement, payments by the Issuer to Hedge Providers shall be made to such Hedge Providers on each Payment Date in accordance with the Flow of Funds and payments by Hedge Providers to the Issuer shall be made to the Collections Account.

(dl) If a Hedge Provider (a “ Designated Hedge Provider ”) is the “defaulting party” or “affected party” under a Hedge Agreement (a “ Designated Hedge Agreement ”) and, as a result, the Issuer is entitled to terminate such Designated Hedge Agreement, then, promptly after the Issuer becomes aware thereof, the Issuer (i) shall notify the Indenture Trustee and each Rating Agency and (ii) shall use commercially reasonable efforts to arrange for another Eligible Hedge Provider (a “ Replacement Hedge Provider ”) to enter into a replacement Hedge Agreement (a “ Replacement Hedge Agreement ”) with the Issuer to the extent that the Issuer would be required to enter into a Hedge Agreement under Section 3.16(c) hereof if the Designated Hedge Agreement were not in effect (and subject to the timing, and the rights of the Requisite Majority, specified in Section 3.16(c) hereof); provided that, subject to the terms of the Designated Hedge Agreement, the Issuer shall terminate such Designated Hedge Agreement at or prior to the time the Issuer enters into such Replacement Hedge Agreement. In connection with any termination in whole of a Hedge Agreement if the Issuer is entering, or will enter, into a Replacement Hedge Agreement, the Administrator, on behalf and at the direction of the Issuer, will establish with the Indenture Trustee a securities and cash account (a “ Replacement and Termination Receipts Account ”). The Issuer will deposit (or cause to be deposited) in the Replacement and Termination Receipts Account (x) any Hedge Termination Value paid by the Hedge Provider under the terminating Hedge Agreement to the Issuer, which Hedge Termination Value may be used by the Issuer to make payments required to a Replacement Hedge Provider in connection with a Replacement Hedge Agreement; and (y) any initial payment from a Replacement Hedge Provider that will be used to satisfy any obligation to pay a Hedge Termination Value to the Hedge Provider under the terminating Hedge Agreement. A Replacement and Termination Receipts Account will not be considered to be an Indenture Account for purposes of this Master Indenture and funds standing to its credit will not be considered to be Collateral for purposes of this Master Indenture. All amounts from time to time held in each Replacement and Termination Receipts Account shall be held (a) in the name of the Indenture Trustee, for the benefit of the Issuer, 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 Master Indenture.

(dm) If a Hedge Provider is required to post collateral under a Hedge Agreement (“ Hedge Collateral ”), the Administrator, on behalf and at the direction of the Issuer, will establish with the Indenture Trustee a securities and cash account (a “ Hedge Collateral Account ”). The Hedge Collateral will be deposited in the Hedge Collateral Account; provided that the Hedge Collateral will not be considered to be Collateral for purposes of this Master Indenture and the Hedge Collateral Account will not be considered to be an Indenture Account for purposes of this Master Indenture. All amounts from time to time held in each Hedge Collateral Account shall be held (a) in the name of the Indenture Trustee, for the benefit of the Issuer, 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 Master Indenture. If a Hedge Agreement is terminated and a Hedge Collateral Account has been established with respect to the related Hedge Provider, then either: (x) if a Hedge Termination Value is determined to be payable by the Issuer to such Hedge Provider, then the Issuer shall direct the Indenture Trustee to transfer to such Hedge Provider such Hedge Termination Value and, outside of the Flow of Funds, the relevant Hedge Collateral; or (y) if a Hedge Termination Value is determined to be payable by such Hedge Provider to the Issuer, and (A) if such Hedge Provider pays such Hedge Termination Value to the Issuer when due and payable, then the Issuer shall direct the Indenture Trustee to immediately return the relevant Hedge Collateral to such Hedge Provider outside of the Flow of Funds, and (B) if such Hedge Provider does not pay such Hedge Termination Value to the Issuer when due and payable, then the Issuer shall direct the Indenture Trustee to the extent necessary to liquidate such Hedge Collateral and to transfer such Hedge Collateral or the proceeds thereof to the Collections Account in an amount equal to the lesser of (I) such Hedge Termination Value and (II) the amounts standing to the credit of such Hedge Collateral Account (and such Hedge Provider's obligation to pay such Hedge Termination Value shall be deemed to have been satisfied to the extent, but only to the extent, that such amounts are so transferred to the Collections Account), and the Issuer shall direct the Indenture Trustee to pay any proceeds of such Hedge Collateral in excess of such Hedge Termination Value to such Hedge Provider outside of the Flow of Funds.

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:

(dn) failure to pay interest on any 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;

(do) failure to make payment in full in cash of the Outstanding Principal Balance of the Equipment Notes of any Series or Class on the respective Final Maturity Date of such Series or Class;

(dp) 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 any Series of Equipment Notes or Class thereof, to the extent that on any Payment Date there are 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;

(dq) failure by the Issuer, TRLWT or TILC (in the case of TRLWT and TILC, in respect of Operative Agreements to which any is a party other than any Operative Agreement that is described in clause (k), (n) or (o) below) to comply with any of the other covenants, obligations, conditions or provisions binding on it under this Master Indenture and any Series Supplement, any of the Equipment Notes or any other Operative Agreement to which it is a party (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 (p) 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 (provided that 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, then such period of time shall be extended so long as the Issuer, TRLWT or TILC, as applicable, is diligently pursuing such remedy but in any event no longer than sixty (60) days after the date such written notice was given to the Issuer);

(dr) any representation or warranty made by the Issuer under this Master Indenture and any Series Supplement 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 (provided that 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, then such period of time shall be extended so long as the Issuer is diligently pursuing such remedy but in any event no longer than sixty (60) days after the date such written notice was given to the Issuer);

(ds) 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;

(dt) 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, 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;

(du) 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 (subject to customary deductible or co-payment) 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;

(dv) the Issuer is required to register as an investment company under the Investment Company Act of 1940, as amended;

(dw) the Issuer shall have asserted that this Master 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 the Indenture or such other Operative Agreement shall find or rule that any material provision of any of such agreements is not valid or binding on the parties thereto;

(dx) 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;

(dy) 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);

(dz) 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(u) of this Master 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;

(ea) 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 giving rise to a right to take remedial action shall occur under Section 6(a) of the Account Administration Agreement, 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;

(eb) 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

(ec) 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 .

(ed) 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, all Series of 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, the Manager, the Hedge Providers, the Liquidity Facility Providers and the Administrator (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 Master 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 Master 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.

(ee) 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 Master Indenture or the related Series Supplement 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 Master 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 Master 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 Master Indenture and any Series Supplement;

(vi) Appoint a receiver or a manager over the Issuer or its assets; and

(vii) Exercise its rights under Section 3.03 hereof.

(ef) 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 Master 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 counsel to the Indenture Trustee), and all other amounts due the Indenture Trustee under this Master Indenture and any Series Supplement; and

(ii) Second, as set forth in the applicable provision of the Flow of Funds.

(eg) The Indenture Trustee shall provide each Rating Agency with a copy of any Default Notice it receives or delivers pursuant to this Master Indenture. Within thirty (30) days after the occurrence of an Event of Default in respect of any Series of Equipment Notes, the Indenture Trustee shall give notice to the Noteholders of such Series of Equipment Notes, 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.

(eh) 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 Master Indenture.

(ei) 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.

(ej) 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 Master Indenture (which rights and remedies shall include the right to direct the withdrawal and disposition of amounts on deposit in the Indenture Accounts and the deposit thereof in the Collections Account, other than amounts on deposit in Series Accounts) and which the Requisite Majority directs it to take under this Master Indenture, including realization and foreclosure on the Collateral.

(ek) 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 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 Master Indenture or the Equipment Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(el) such Holder holds Equipment Notes and has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(em) 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;

(en) 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;

(eo) the Indenture Trustee does not comply with such request within sixty (60) days after receipt of the request and the offer of indemnity; and

(ep) 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 Master 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 Master Indenture and the terms of the Equipment Notes over any other Holder or to enforce any right under this Master Indenture and a related Series Supplement, except in the manner herein provided.

Section 4.04 Waiver of Existing Defaults .

(eq) 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.

(er) 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 Master 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.

(es) 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 Master Indenture shall be binding upon the Indenture Trustee and the other parties hereto. Unless 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, any Holder of Equipment Notes, any Hedge Provider or any Liquidity Facility Provider has instituted any proceeding to enforce any right or remedy that it has, if applicable, under this Master Indenture and any Series Supplement, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee, such Holder, such Hedge Provider or such Liquidity Facility Provider, then in every such case the Issuer, the Indenture Trustee, the Noteholders, such Hedge Provider or such Liquidity Facility Provider 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, the Noteholders, such Hedge Provider and such Liquidity Facility Provider 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 Control Parties or the Requisite Majority), the Hedge Providers and the Liquidity Facility Providers, if applicable, specifically or otherwise in this Master 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 Control Parties or the Requisite Majority), the Hedge Providers and the Liquidity Facility Providers, if applicable, 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 Control Parties or the Requisite Majority), a Hedge Provider or a Liquidity Facility Provider, if applicable, in the exercise of any such right, remedy or power or in the pursuance of any such 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 Master Indenture and any Series Supplement, 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 Master 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.

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 Master 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 Master Indenture and any Series Supplement 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 any Series of 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 each Closing Date, and each Delivery Date, as follows:

(et) 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) 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.

(iii) 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.

(eu) 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.

(ev) Non-Contravention . The Issuer's acquisition of Railcars pursuant to an Asset Transfer Agreement, the other transactions contemplated by each 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 Issuer;

(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.

(ew) Due Authorization . The Issuer's acquisition of Railcars pursuant to an Asset Transfer Agreement, the other transactions contemplated by each 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.

(ex) Validity and Enforceability . This Master 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.

(ey) 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.

(ez) 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.

(fa) 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 applicable 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 applicable 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 Security Interests under this Master Indenture and any Series Supplement 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 or under any Provincial Personal Property Security Act or other non-federal legislation in Canada.

(fb) 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 Master Indenture (including the Exhibits and Schedules attached hereto) and/or the Operative Agreements.

(fc) Employees, Subsidiaries . The Issuer has no employees. The Issuer has no Subsidiaries.

(fd) Ownership . The Issuer is the owner of the Collateral free from all Encumbrances and claims whatsoever other than Permitted Encumbrances.

(fe) 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 Master 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 Master 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).

(ff) 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.

(fg) 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.

(fh) Insurance . The Portfolio Railcars described on each Delivery Schedule delivered from time to time under an 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.

(fi) No Event of Default or Total Loss . At the time of each Conveyance of Railcars under an 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 a Closing Date) or Manager Termination Event (in the case of Conveyances on a Closing Date) has occurred and is continuing, (iii) to the knowledge of the Issuer, no Total Loss or event that, with the 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 an 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.

(fj) Beneficial Title . On each Delivery Date upon which a Conveyance occurs under an 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 assigned, 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 of such Seller 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.

(fk) 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).

(fl) 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.

(fm) 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.

(fn) 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.

(fo) Taxes . On each Delivery Date upon which a Conveyance occurs under an 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.

(fp) Lease Terms . Except where a Railcar is being conveyed on a Closing Date and the related Series Supplement references this Section 5.01(w) and permits an exception hereto, 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.

(fq) Eligibility . Each Railcar described on its relevant Delivery Schedule constitutes an Eligible Railcar as of the date of its Conveyance to the Issuer.

(fr) 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 Master Indenture and any Series Supplement) 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.

(fs) 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) (A) one hundred five percent (105%) of the product of the Railcar Advance Rate and the Adjusted Value of the Portfolio Railcars subject to such purchase option, plus (B) any Hedge Partial Termination Value that would be owed by the Issuer to Hedge Providers, if applicable, 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 forty-five percent (45%) 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 .”

(ft) 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.

(fu) Concentration Limits . After giving effect to the Issuer's acquisition of Railcars in connection with issuing a Series of Equipment Notes on the applicable Closing Date, the Portfolio complies with all Concentration Limits.

Section 5.02 General Covenants . The Issuer covenants with the Indenture Trustee as follows:

(fv) 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 Master 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.

(fw) Encumbrances . The Issuer will not create, incur, assume or suffer to exist any Encumbrance on the Collateral 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.

(fx) 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 and Indebtedness under Liquidity Facilities and Hedge Agreements.

(fy) 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 in the Collections Account 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 the Issuer other than in accordance with the Equipment Notes and this Master 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.

(fz) 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.

(ga) 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 one or more Series of Equipment Notes, upon such terms and conditions as the Issuer sees fit, subject to the limitations of this Master Indenture;

(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 Master Indenture and to pay the premiums or the Issuer's allocable portion thereon;

(iv) entering into Liquidity Facilities;

(v) engaging in currency and interest rate exchange transactions for the purposes of avoiding, reducing, minimizing, hedging against or otherwise managing the risk of any loss, cost, expense or liability arising, or which may arise, directly or indirectly, from any change or changes in any interest rate or currency exchange rate or in the price or value of the property or assets of the Issuer, upon such terms and conditions as the Issuer sees fit and within any limits and with any provisos specified in this Master Indenture or a Series Supplement, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign currency, spot and forward interest rate exchange contracts, forward interest rate agreements, caps, floors and collars, futures, options, swaps and any other currency, interest rate and other similar hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing, but in any event not for speculative purposes; and

(vi) taking any action that is incidental to, or necessary to effect, any of the actions or activities set forth above.

(gb) 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 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, conveyance, transfer, lease or other 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 in and under this Master Indenture and any Series Supplement, 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.

(gc) 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;

(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;

(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 Equipment Notes in accordance with the terms of this Master Indenture.

(gd) 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 (x) with which to effect a redemption or discharge of the Equipment Notes upon any acceleration of the Equipment Notes or (y) as otherwise contemplated by this Master Indenture, an Asset Transfer Agreement or the LLC Agreement.

In accordance with the LLC Agreement, 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 or if the Issuer would be required to withhold on any distributions under Sections 871, 881 or 1446 of the Code.

(ge) Bankruptcy and Insolvency .

(i) The Issuer will promptly provide the Indenture Trustee and each Rating Agency 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 all 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 Requisite Majority (such consent not to be unreasonably withheld) as well as a Rating Agency Confirmation in respect thereof. The Issuer will not, without a 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 to which the Issuer is a party that is 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 Master Indenture.

(gf) 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 Master Indenture, the applicable Series Supplements and the Equipment Notes.

(gg) 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 of the Issuer shall not be deemed to be employees for purposes of this Section 5.02(l).

(gh) 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.

(gi) 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 Master Indenture and any Series Supplement that the Administrator is obligated to perform until a replacement Administrator assumes the duties of the Administrator.

(gj) Ratings of Equipment Notes . For so long as any Equipment Notes are Outstanding, the Issuer shall pay all fees of the applicable Rating Agency and shall respond to reasonable requests for information from the applicable Rating Agency from time to time in order to permit the applicable Rating Agency to maintain a rating with respect to the applicable Series of Equipment Notes or Class thereof.

(gk) Tax Election of the Issuer . The Issuer shall not elect or agree to elect to be treated as an association taxable as a corporation for United States federal income tax or any State income or franchise tax purposes.

(gl) 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 Marks and the Customer Payment 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) except as contemplated by a Note Purchase Agreement, 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 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;

(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:

(gm) Railcar Dispositions . Except as described in the Granting Clause with respect to the redemption in whole of a Series of Equipment Notes, 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 “3” 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.

(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, and

(3) except as contemplated by clause (D)(4) below, must be under Lease with a remaining Lease term at least equal to two-thirds of the remaining Lease term of the Portfolio Railcars being sold.

(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 (a) one hundred five percent (105%) of the product of the Railcar Advance Rate and the Adjusted Value of such Sold Railcars, plus (b) the amount of any Hedge Partial Termination Value that would be owed by the Issuer to a Hedge Provider, if applicable.

(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 remaining 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 Qualifying Replacement 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 minimis extent).

(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 forty-five percent (45%) 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 Permitted Discretionary Sales and Purchase Option Dispositions in any period of twelve (12) consecutive months does not exceed seventeen and a half percent (17.5%) of the average, for each of the previous twelve Payment Dates falling before the month in which a Permitted Discretionary Sale or Purchase Option Disposition occurs, of the aggregate sum of the Adjusted Values of all Portfolio Railcars for such Payment Dates (or, if fewer than twelve (12) 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 Railcar 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).

(gn) Railcar Acquisitions . The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Railcars (or an interest therein) identified on a schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be permitted to:

(i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, and

(ii) acquire one or more additional Railcars pursuant to a capital contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition:

(A) in the case of clause (i) only, 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;

(D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value;

(E) 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; and 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 (provided that no such actions will be required to be taken in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada); and

(F) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances; and

(iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an Additional Series.

(go) Permitted Railcar Acquisition . A Railcar acquisition by the Issuer complying with the provisions in subsection (b) immediately above constitutes a “ Permitted Railcar Acquisition ”. If two or more Railcars are being acquired in a Permitted Railcar Acquisition, the foregoing requirements in subsection (b) will be determined on an aggregate basis.

(gp) 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.

(gq) Leases .

(i) The Issuer will not surrender possession of any Portfolio Railcar to any Person (other than the Manager pursuant to the Management Agreement) 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 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.

(gr) 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 or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

(gs) 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.

(gt) 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.

(gu) 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) unless (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.

(gv) 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.

(gw) 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 or Portfolio Railcars if the potential cost of repair or replacement of such assets (without regard to any insurance claim related thereto) may exceed $1,000,000.

(gx) 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, 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 most recently issued Class of Equipment Notes (or, if more than one Class of Equipment Notes was issued on the same date, the lowest of the Stated Rates on such Classes, determined as of the most recent Determination Date), 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)(i) 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 such Stated Rate. 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.

(gy) 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.

(gz) 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.

(ha) Compliance with Agreements . The Issuer will comply with and perform all its obligations under this Master Indenture and any Series Supplement, the Issuer Documents and the other Operative Agreements to which the Issuer is a party.

(hb) 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.

(hc) 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 Master 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 Initial Closing Date), including in the proceeds thereof, it being understood that the Issuer shall not be required to make (to cause to be made) any filings in Mexico or under any Provincial Personal Property Security Act or any other non-federal legislation in Canada. 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 the Indenture Trustee 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.

(hd) Stamping of the Leases . Within thirty (30) days after the applicable Delivery Date with respect to a Lease (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 Master Indenture dated as of December 19, 2012 between Trinity Rail Leasing 2012 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, 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.

(he) No Effect on Security Interest . Except as otherwise provided in this Master 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).

(hf) 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 Master Indenture to be released from such obligations except, in each case as permitted or contemplated by this Master 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 by the applicable Rating Agency.

(hg) 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.

(hh) 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 or contemplated in the Operative Agreements.

(hi) 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 the Requisite Majority, which consent shall not be unreasonably withheld.

(hj) 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.

(hk) 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.

(hl) 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 subject to 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, as the case may be, 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, as the case may be, 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 Master 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 the Issuer or the Manager 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 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.

(hm) 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 the Portfolio Railcars were designed and intended and so as to subject the Portfolio Railcars 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 percent (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).

(hn) 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.

(ho) 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 once becoming aware of the same.

(hp) Certain Reports . No later than ten Business Days following April 30, 2013 (or December 31, 2012 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 Initial 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(i) 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, except as disclosed therein, 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.

(hq) 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 “ Books 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 Document 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 Portfolio Railcars in numbers that the Indenture 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 this Master Indenture.

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.

(hr) 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, requirement 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 Master 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 Master 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 . If a Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Master Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. 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 Master 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 Master 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 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 each 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 Master Indenture and any Series Supplement.

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 Master 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 Master 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 Master 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 Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Master Indenture and any Series Supplement.

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 Master 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 Master 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 Master 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 Master 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 Master Indenture and any Series Supplement 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 unless the entity that is the Indenture Trustee is the issuer or the obligor of such a Permitted Investment.

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 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 Master 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.

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 Master Indenture and any Series Supplement (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 Master 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 6.12 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, and any 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 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 Master Indenture include any successor Indenture Trustee appointed in accordance with this Article VII.

Section 7.02 Appointment of Successor .

(hs) 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 by the Requisite Majority as provided in the first sentence of this paragraph within one (1) year from the date of the appointment by such court.

(ht) 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 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.

(hu) 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 Supplement 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 Master Indenture as shall be necessary to provide for or facilitate the administration of the Equipment Notes hereunder by more than one Indenture Trustee.

(hv) 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 each Rating Agency shall receive notice of any replacement Indenture Trustee.

(hw) 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 Master Indenture and any Series Supplement 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 Master Indenture and its duties under this Master Indenture and any Series Supplement 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 Officer's Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer, the Manager, each Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however , that failure to 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 Master Indenture and any Series Supplement 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 Master 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 .

(hx) 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 Indenture 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 Indenture Supplements for any of the following purposes:

(i) to add to the covenants of the Issuer in this Master Indenture for the benefit of the Holders of all Equipment Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Master Indenture;

(ii) to cure any ambiguity, to correct or supplement any provision in this Master Indenture which may be inconsistent with any other provision in this Master Indenture;

(iii) to correct or amplify the description of any property at any time subject to the Encumbrance of this Master 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 Master Indenture, or to subject additional property to the Encumbrance of this Master Indenture;

(iv) to add additional conditions, limitations and restrictions thereafter to be observed by the Issuer;

(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.

(hy) No Indenture Supplement shall be entered into under this Section 9.01 unless (i) 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 Indenture Supplement shall have been entered into by the Indenture Trustee at the Direction of a Requisite Majority; and (ii) if applicable, any consent required by Section 10.03 shall have been obtained.

Section 9.02 Supplemental Indentures with the Consent of Noteholders .

(hz) With the consent evidenced by a Direction of a Requisite Majority, and, if applicable, subject to obtaining any consent required by Section 10.03 , the Issuer and the Indenture Trustee may enter into an Indenture Supplement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Master Indenture or the Equipment Notes or of modifying in any manner the rights of the Noteholders under this Master Indenture or the Equipment Notes; provided, however , that no such Indenture Supplement shall, without the prior written Direction of the Holders of each Outstanding Equipment Note adversely 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 Master 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 Indenture Supplement to this Master Indenture, (y) the consent required for any waiver of compliance with certain provisions of this Master Indenture or certain Events of Default hereunder and their consequences as provided for in this Master Indenture or (z) the consent required to waive any payment default on the Equipment Notes;

(iii) modify any provision relating to this Master 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) impair or adversely affect the Collateral except as otherwise permitted in this Master Indenture;

(vi) modify or alter the provisions of this Master Indenture relating to mandatory prepayments;

(vii) permit the creation of any Encumbrance ranking prior to or on a parity with the Encumbrance of this Master Indenture with respect to any part of the Collateral or terminate the Encumbrance of this Master 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 Master Indenture except as permitted in accordance with this Master Indenture; or

(viii) modify any of the provisions of this Master Indenture or a Series Supplement 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 Indenture 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 Indenture Supplement.

(ia) 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 its 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 Master Indenture or a Series Supplement to the extent necessary to effectuate the foregoing.

(ib) Promptly after the execution by the Issuer and the Indenture Trustee of any Indenture 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 Indenture Supplement, together with a copy of the text of such Indenture Supplement. Any failure of the Issuer to mail or provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Indenture Supplement.

Section 9.03 Execution of Indenture Supplements and Series Supplements . In executing, or accepting the additional terms created by, an Indenture Supplement or Series Supplement permitted by this Article IX or the modification thereby of the terms created by this Master Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such Indenture Supplement or Series Supplement is authorized or permitted by this Master Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement or Series Supplement which affects the Indenture Trustee's own rights, duties or immunities under this Master Indenture and any Series Supplement or otherwise.

Section 9.04 Effect of Indenture Supplements . Upon the execution of any Indenture Supplement under this Article, this Master Indenture shall be modified in accordance therewith, and such Indenture Supplement shall form a part of this Master Indenture for all purposes.

Section 9.05 Reference in Equipment Notes to Supplements . Equipment Notes authenticated and delivered after the execution of any Indenture Supplement or Series Supplement pursuant to this Article may, and shall if required by the Issuer, bear a notation in form as to any matter provided for in such Indenture Supplement or Series Supplement. If the Issuer shall so determine, new Equipment Notes so modified as to conform may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Equipment Notes.

Section 9.06 Issuance of Additional Series of Equipment Notes . The Issuer may from time to time issue one or more Additional Series of Equipment Notes pursuant to a Series Supplement executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such Series. The terms of such Series Supplement may modify or amend the terms of this Master Indenture solely as applied to such Series. No Series Supplement may amend this Master Indenture (or a related Series Supplement) as applicable to any other Series except with the consent of the Control Party for each other Series and in accordance with the terms of this Master Indenture. A Series Supplement may contain special or additional voting requirements that apply with respect to amendments or waivers of or under such Series Supplement, or to matters arising under this Master Indenture as to which Noteholders of such Series are entitled to vote, provided that no such requirement may be inconsistent with the requirements of this Master Indenture. Any Additional Series (or Class thereof) will be issued as a term Series or Class, i.e., it will have a predetermined, fixed or scheduled principal amortization established in the related Series Supplement. Additional Series may be issued for the purpose of financing the Issuer's acquisition of additional Railcars and Leases, for the purpose of refinancing one or more preexisting Series (in whole and not in part) for the purpose of raising additional funds for the Issuer or a combination of the foregoing purposes.

The ability of the Issuer to issue such Additional Series and the obligation of the Indenture Trustee to authenticate and deliver the Equipment Notes of such Additional Series and to execute and deliver the related Series Supplement is subject to the satisfaction of the following conditions:

(ic) the Issuer shall have given the Indenture Trustee, the Manager, each Rating Agency and each other party entitled thereto pursuant to the relevant Series Supplement notice of the Additional Series and the proposed Series Issuance Date;

(id) the Issuer shall have obtained Rating Agency Confirmation with respect to such Additional Series and each other Series of Equipment Notes then Outstanding;

(ie) no Manager Termination Event, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the issuance of such Additional Series, and no Manager Termination Event,

Event of Default or Early Amortization Event would occur as a result of closing the transactions associated with the issuance of such Additional Series;

(if) no Additional Interest shall be due and owing, and all scheduled amortization payments on all Outstanding Series due at or before the date of the issuance of such Additional Series shall have been made as of the date of issuance of such Additional Series;

(ig) the issuance of such Additional Series shall not result in noncompliance with the Concentration Limits;

(ih) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of issuance of such Additional Series of Notes:

(i) an original copy of the Series Supplement for such Additional Series, duly executed by the Issuer;

(ii) a copy of the Assigned Agreements for such Additional Series, duly executed by each party thereto;

(iii) one or more officer's certificates, duly executed by a responsible officer and providing for such certifications and other matters as the Indenture Trustee shall reasonably require; and

(iv) one or more Opinions of Counsel, duly executed by counsel to the Issuer and providing for such matters as the Indenture Trustee shall reasonably require, including without limitation, an opinion from tax counsel to the Issuer (which opinion may rely, as to factual matters, on a certificate of a Person whose duties relate to the matters being certified) to the effect that, for U.S. federal income tax purposes, (a) such action will not cause any Equipment Note of any Outstanding Series or Class for which an Opinion of Counsel to the Issuer was rendered in connection with the original issuance of such Equipment Note to the effect that such Equipment Note is treated as debt for U.S. federal income tax purposes, to be characterized as other than debt, and (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation;

(ii) while any other Series is Outstanding, any issuance of an Additional Series will be subject to the additional condition that the Book LTV Ratio immediately after the acquisition of additional Railcars with the proceeds of issuance of such Additional Series shall not be greater than the Book LTV Ratio as of the Initial Closing Date; and

(ij) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate to the effect that all of the conditions specified in clauses (a) through (g), as applicable, above have been satisfied.

Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series Supplement and authenticate and deliver the Equipment Notes of such Additional Series.

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 Master 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 Master 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 required 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 amending any Lease of a Railcar, provided that such amendment is otherwise permitted by this Master 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 amendment, modification or waiver approved by the Direction of a Requisite Majority (and, if applicable, 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 each Rating Agency 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, modification or waiver 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 Consent of Hedge Providers and Liquidity Facility Providers . No amendment, modification or waiver to this Master Indenture or a Series Supplement shall be permitted if such amendment, modification or waiver could reasonably be expected to materially adversely affect a Hedge Provider without the prior written consent of such Hedge Provider. No amendment, modification or waiver to this Master Indenture or a Series Supplement shall be permitted if such amendment, modification or waiver could reasonably be expected to materially adversely affect a Liquidity Facility Provider without the prior written consent of such Liquidity Facility Provider; provided that if a Liquidity Facility Provider is in default under one or more of its Liquidity Facility Documents, then (i) Section 3.11 is the only Section of this Master Indenture that shall be considered for purposes of this Section 10.03 with respect to such Liquidity Facility Provider's consent rights and (ii) the only Sections of a Series Supplement, if any, that shall be considered for purposes of this Section 10.03 with respect to such Liquidity Facility Provider's consent rights must be expressly identified as such in that Series Supplement.Se

Section 10.04 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 Outstanding 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 10.05 Execution of Amendments by Indenture Trustee . In executing, or accepting the additional trusts created by, any amendment or modification to this Master Indenture permitted by this Article X or Section 3.16(b) or the modifications thereby of the trusts created by this Master 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 Master 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 Master Indenture or otherwise.

ARTICLE XI

SUBORDINATION

Section 11.01 Subordination .

(ik) Each Noteholder and Service Provider agrees that its claims against the Issuer for payment of amounts are (i) 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, and (ii) limited in any event to the amount of funds available to the Issuer under the Flow of Funds. Any amounts not paid by the Issuer as a result of the limitation in clause (ii) of the foregoing sentence shall not constitute a “claim” against the Issuer for purposes of Section 101 of the Bankruptcy Code. Each Noteholder and Service Provider is also obligated to hold for the benefit of the Senior Claimant any amounts received by such Noteholder or Servicer Provider, as the case may be, which, under the terms of this Master 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. Each Noteholder also agrees to execute and deliver such instruments and documents, and take all further action, that a Senior Claimant may reasonably request in order to effectuate the above. Each Noteholder's right with respect to any Collateral shall be subordinated to the rights of Senior Claimants. Amounts deposited in any Indenture Account for a defeasance of the Equipment Notes or for an Optional Redemption of the Equipment Notes will not be subject to the foregoing subordination provisions. For the avoidance of doubt, this paragraph is not intended to limit the rights of Hedge Providers to receive payments other than in accordance with the Flow of Funds pursuant to Sections 3.08(c), 3.11(c), 3.14 and 3.16 of this Master Indenture.

(il) 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.

(im) 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.

(in) 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 Master Indenture, unless such failure shall materially prejudice the rights of the subordinated claimant.

(io) 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.

(ip) The Noteholders of each Series shall have the right to receive, to the extent necessary to make the required payments with respect to the Equipment Notes of such Series at the times and in the amounts specified herein and in the related Series Supplement, (i) the portion of Collections allocable to Noteholders of such Series pursuant to this Master Indenture and the related Series Supplement, (ii) funds on deposit in the Liquidity Reserve Account allocated in accordance with the terms of this Master Indenture and the related Series Supplement and (iii) funds on deposit in any Series Account for such Series. Each Noteholder, by acceptance of its Equipment Notes, (x) acknowledges and agrees that except as expressly provided herein and in a Series Supplement, the Noteholders of a Series shall not have any interest in any Series Account for the benefit of any other Series (to the extent amounts were deposited therein in accordance with the Operative Agreements), and (y) ratifies and confirms the terms of this Master Indenture and the Operative Agreements executed in connection with such Noteholder's Series. With respect to each Collection Period, Collections on deposit in the Collections Account will be allocated to each Series then Outstanding in accordance with the Flow of Funds and the related Series Supplements.

ARTICLE XII

DISCHARGE OF INDENTURE; DEFEASANCE

Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance .

(iq) 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 3.16(a) hereof and the Issuer irrevocably deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon Optional 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 Master Indenture shall, subject to Section 12.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand of the Issuer accompanied by an Officer's 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 Master Indenture have been met.

(ir) Subject to Sections 12.01(c) and 12.02, the Issuer at any time may terminate (i) all its obligations under the Equipment Notes or any Class or Series of Equipment Notes and this Master 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)).

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.

(is) 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:

(it) 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 each Rating Agency 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 to maturity or redemption on the Class (or Series) of Equipment Notes being defeased;

(iu) 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 and interest to maturity or redemption on the Class (or Series) of the Equipment Notes being defeased;

(iv) 91 days pass after the deposit described in clause (a) 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;

(iw) the deposit described in clause (a) above does not constitute a default under any other agreement binding on the Issuer;

(ix) 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;

(iy) 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 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;

(iz) 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;

(ja) the Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02;

(jb) 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

(jc) the Issuer shall only defease the Equipment Notes of a Class 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 Master Indenture and the applicable Series Supplements to the payment of

principal, premium, if any, and interest on the applicable 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 (and the applicable Series Supplements) by reason of any legal proceeding or 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 Master Indenture and the applicable Series Supplements 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, the applicable Series Supplements and the applicable Equipment Notes; 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 Master Indenture and any Series Supplement 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 Master Indenture and any Series Supplement or any of the other Operative Agreements.

Section 13.02 Waiver . Any waiver by any party of any provision of this Master 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 Master 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 Master Indenture and any Series Supplement 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 Master 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 Master Indenture or the application thereof to any party hereto or to any circumstance or in any jurisdiction governing this Master Indenture shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it is invalid or unenforceable and the remainder of this Master 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 Master 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 2012 LLC

c/o Trinity Industries Leasing Company, as Manager

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Lance Davis, Director of Finance

Facsimile: (214) 589-8271

Confirmation Number: (214) 589-8735

with a copy to:

Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Legal Department

Facsimile: (214) 589-8824

Confirmation Number: (214) 631-4420

if to the Administrator, to:

Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Lance Davis, Director of Finance

Facsimile: (214) 589-8271

Confirmation Number: (214) 589-8735

with a copy to:

Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Legal Department

Facsimile: (214) 589-8824

Confirmation Number: (214) 631-4420

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 2012 LLC

if to the Manager, to:

Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Lance Davis, Director of Finance

Facsimile: (214) 589-8271

Confirmation Number: (214) 589-8735

with a copy to:

Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Legal Department

Facsimile: (214) 589-8824

Confirmation Number: (214) 631-4420

if to a Hedge Provider, to:

the address specified in the applicable Series Supplement

if to a Liquidity Facility Provider, to:

the address specified in the applicable Series Supplement

if to a Rating Agency, to:

the address specified in the applicable Series Supplement.

Section 13.05 Assignments . This Master 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 Master Indenture or any Series Supplement, or delegate any of its duties hereunder.

Section 13.06 Currency Conversion .

(jd) If any amount is received or recovered by the Administrator, the Manager or the Indenture Trustee in respect of this Master Indenture or any part thereof (whether as a result of the enforcement of the security created under this Master Indenture and any Series Supplement or pursuant to this Master 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 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.

(je) 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 Master Indenture and any Series Supplement (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 Indenture 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 Master 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 Master 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 MASTER INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, 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 .

(jf) 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 Master 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 Master Indenture and agrees not to claim that any such court is not a convenient or appropriate forum.

(jg) 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.

(jh) Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Master 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 Master 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 No Petition in Bankruptcy . The Indenture Trustee agrees, and each Noteholder shall be deemed to have agreed, that, prior to the date which is one year and one day after the payment in full of all outstanding Equipment Notes, neither the Indenture Trustee nor any Noteholder shall institute against, or join any other Person in instituting against, the Issuer an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any state of the United States.

Section 13.12 Table of Contents, Headings, Etc . The Table of Contents and headings of the Articles and Sections of this Master 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 PAGES FOLLOW]

IN WITNESS WHEREOF , the parties hereto have caused this Master Indenture to be duly executed, all as of the date first written above.



	TRINITY RAIL LEASING 2012 LLC By: Trinity Industries Leasing Company, its manager By: /s/ C. Lance Davis Name: Cary Lance Davis Title: Vice President



	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: Jose L. Paredes Title: Assistant Vice President

Exhibit 10.28.2

__________________________________________

PURCHASE AND CONTRIBUTION AGREEMENT

by and among

TRINITY RAIL LEASING WAREHOUSE TRUST,

TRINITY INDUSTRIES LEASING COMPANY

and

TRINITY RAIL LEASING 2012 LLC

Dated as of December 19, 2012

______________________________________________________________________________

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 19


Section 6.1	Amendment 19


Section 6.2	Notices 19


Section 6.3	Merger and Integration 19


Section 6.4	Severability of Provisions 19


Section 6.5	Governing Law 19


Section 6.6	Counterparts 20


Section 6.7	Binding Effect; Assignability 20


Section 6.8	Third Party Beneficiaries 20


Section 6.9	Term 21



EXHIBIT A	FORM OF BILL OF SALE
EXHIBIT B	FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT C	DELIVERY SCHEDULE ON THE CLOSING DATE

PURCHASE AND CONTRIBUTION AGREEMENT

THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of December 19, 2012 (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 2012 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 Master 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 Master 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)(ii).

“ 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).

“ Master Indenture ” means the Master Indenture between the Purchaser, as Issuer, and Wilmington Trust Company, as Indenture Trustee, dated as of the date hereof.

“ Miscellaneous Items ” means receivables, prepaid expenses, current assets, deferred origination costs, receivables, deferred tax assets, non-current assets, accounts payable and accrued liabilities, deferred tax liabilities, unearned contract revenue, accrued interest, accrued professional fees, and accrued property and casualty insurance.

“ Purchase Price ” means, with respect to any Railcars, related Leases and Related Assets conveyed to the 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):

(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), it being understood that the Marks are owned by the Marks Company and are not being conveyed hereby, (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 (vi) without duplication, any Miscellaneous Items relating to such Railcar; 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, (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, and (v) without duplication, any Miscellaneous Items relating to 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)(ii).

“ TRLWT Management Agreement ” means the Second Amendment and Restatement, dated as of May 29, 2009, of the Operation, Maintenance, Servicing and Remarketing Agreement dated as of June 27, 2002 between TRLWT and TILC, as manager thereunder.

“ TRLWT Manager ” has the meaning specified in the Recitals.

ARTICLE II

CONVEYANCE OF THE RAILCARS AND LEASES

Section 2.1 Conveyance of the Railcars and Leases .

(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 (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, 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 (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, provided , that if TILC Seller is the sole equity Member of the Purchaser at the time of such sale, and 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 to the Purchaser (such transaction in the aggregate, a “ Sale/Contribution ”),

(d) 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.

(e) 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, and are intended to be, absolute and unconditional assignments and conveyances of ownership (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.

(f) 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 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).

(g) 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.

(h) 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.

(i) 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 Net 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.

(j) 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.

(k) Until 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.

(l) 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:

(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 60 days prior to the applicable Delivery Date (or, in the case of the first Delivery Date relating to this Agreement, dated no earlier than [ ], 2012;

(v) copies of proper UCC financing statements, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor” and the Purchaser as “Secured Party”, or applicable filings with the STB or with the Registrar General of Canada, or 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 (provided that no such filings shall be required to be made in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada);

(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 in the applicable UCC, STB or Registrar General of Canada filing office against the Conveyed Railcars, related Leases and Related Assets;

(vii) in the case of a Delivery Date occurring in connection with the Closing Date for a Series of Equipment Notes, 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 for a Series of Equipment Notes, such deliveries, and the satisfaction of such other conditions, as are set forth in the applicable Note Purchase Agreement or otherwise required for the issuance of such Series.

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:

(m) 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.

(n) The 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.

(o) 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.

(p) 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 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 TRLWT Seller hereunder. Such representations are made as of each 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 by TRLWT, and duly 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 or 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, 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 (other than as contemplated thereby), 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 U.S. 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 TILC Seller hereunder. Such representations are made as of each 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.

(b) The TILC Agreements have been duly authorized by all necessary corporate action by TILC, and duly 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 the TILC Agreements 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 (other than pursuant to this Agreement) 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 (other than as contemplated thereby), 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 applicable laws, ordinances, governmental rules and regulations to be obtained, given, accomplished or renewed at any time after the 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) 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.

(h) 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 within the past five (5) years.

(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 U.S. 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 the applicable 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 applicable 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 such Seller in, to and 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) such 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 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 such Seller in, to and 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 Master 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) The applicable Seller is not in default of its obligations as “lessor” (or other comparable capacity) under any Lease, and, to the best of such 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 minimis 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.

(f) 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.

(g) All written information provided by the applicable Seller or any Affiliate of such 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 such Seller or any Affiliate of such 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 (g) 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 hereby, such entities have been provided with the same written information (or relevant portions thereof).

(h) None of the Leases contain any renewal or extension options except for such options that are described in the Delivery Schedule.

(i) All information provided in the applicable Delivery Schedule, including each schedule thereto, is true and correct on and as of the related 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.

(j) 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 such Seller relies in Conveying Railcars, related Leases and Related Assets to the Purchaser hereunder. Such representations are made as of each 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 on its ability to carry on its business as now conducted or as contemplated to be conducted) 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 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 other Operative Agreements 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 other Operative Agreements to which it is a party and the fulfillment of the terms of this Agreement and the other Operative Agreements 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 Master 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 other Operative Agreements, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Operative Agreements, (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 other Operative Agreements, (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 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 6.8.

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 the 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 such 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 matters contemplated by clauses (A), (B) and (C) may be referred to collectively as 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 such Seller, other than in accordance with this Agreement or the Master 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 such 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 such Seller to the Purchaser under this Agreement, on written demand by such party, or upon such Seller otherwise being given notice thereof, TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, as applicable, 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 TRLWT Manager 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 (other than Excluded Amounts) due to the negligence, willful misfeasance, or bad faith of the applicable Seller in the performance of its duties under this Agreement or by reason of reckless disregard of such 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 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 (in its capacity as Manager under the Management Agreement) 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 managed by TILC 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 45-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.

ARTICLE V

COVENANTS OF SELLER

Section 5.1 Protection of Title of the Purchaser .

(a) On or prior to the date hereof, each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall have filed or caused to be filed UCC-1 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, each Seller, or TRLWT Manager on behalf of TRLWT 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, each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall authorize and file such financing statements or 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 Master Indenture, in the Railcars, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. Each Seller, or TRLWT Manager on behalf of TRLWT 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, following such filing in accordance herewith. In the event that a Seller, or TRLWT Manager on behalf of TRLWT Seller, fails to perform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at the expense of such Seller, or TRLWT Manager on behalf of TRLWT Seller, and each Seller, or TRLWT Manager on behalf of TRLWT 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 such Seller's or in its own name, as applicable, and on behalf of such Seller, or TRLWT Manager on behalf of TRLWT Seller,, as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any assignee thereof, with respect to performing such obligations.

(b) On or prior to the Closing Date and any other applicable Delivery Date hereunder, each Seller, or TRLWT Manager on behalf of TRLWT 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 such 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, each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall cooperate with the Purchaser in order to 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, each Seller, or TRLWT Manager on behalf of TRLWT Seller, shall cooperate with the Purchaser in order to 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. Notwithstanding anything to the contrary in this Agreement, neither the TILC Seller nor the TRLWT Manager on behalf of TRLWT Seller, shall be required pursuant to this Agreement to make any filings, registrations or recordations in Mexico or under any Provincial Personal Property Security Act or other non-federal legislation in Canada.

(c) A Seller, or TRLWT Manager on behalf of TRLWT 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 misleading within the meaning of § 9-506 of the UCC (or any similar provision of the UCC), unless such 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 authorizes the Purchaser or the Indenture Trustee to file appropriate new financing statements or amendments to all previously filed financing statements and continuation statements.

(d) Each Seller, or TRLWT Manager on behalf of TRLWT 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. Each Seller, or TRLWT Manager on behalf of TRLWT 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, a 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 such Seller. To the extent that any Railcar or Lease shall at any time secure any debt of the related Lessee to a Seller or any of its affiliates, such 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 a 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, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration Re: Trinity Rail Leasing 2012 LLC, Facsimile No.: (302) 636-4140, with a copy to Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Lance Davis, Director of Finance, Facsimile No.: (214) 589-8271 or 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 Freeway, Dallas, Texas

75207, Attention: Lance Davis, Director of Finance, Facsimile No.: (214) 589-8271, 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 2012 LLC., c/o Trinity Industries Leasing Company, as Manager, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Lance Davis, Director of Finance, Facsimile No.: (214) 589-8271, Confirmation No.: (214) 589-8735, with a copy to Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Legal Department, Facsimile No.: (214) 589-8824, Confirmation No.: (214) 631-4420, and with a copy to the Indenture Trustee at the notice address provided for same in the Master 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 other Operative Agreements 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 other Operative Agreements. 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 or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 6.7 Binding Effect; Assignability .

(q) This Agreement shall be binding upon and inure to the benefit of each Seller, the Purchaser and their respective successors and assigns; provided , however, that a 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 as collateral security 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).

(r) 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 or on behalf of a 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 as collateral security all of its rights under this Agreement to the Indenture Trustee for the benefit of the Secured Parties under the Master Indenture, and each 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 Master 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.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the parties have caused this Agreement to be duly executed as of the day and year first above written.



	TRINITY RAIL LEASING WAREHOUSE TRUST By: /s/ C. Lance Davis Name: Cary Lance Davis Title: Vice President
	TRINITY INDUSTRIES LEASING COMPANY By: /s/ C. Lance Davis Name: Cary Lance Davis Title: Vice President
	TRINITY RAIL LEASING 2012 LLC By: Trinity Industries Leasing Company , as sole member and manager By: /s/ C. Lance Davis Name: Cary Lance Davis Title: Vice President

EXHIBIT A

FORM OF BILL OF SALE

[Insert name of Seller], a [Insert business entity type] (the “ Seller ”), in consideration of the sum of ten dollars ($10.00) and other good and valuable consideration paid at or before the execution and delivery of these presents, and receipt of which is hereby acknowledged, does hereby (i) grant, bargain, sell, transfer, assign and set over unto TRINITY RAIL LEASING 2012 LLC, a Delaware limited liability company (the “ Buyer ”) and its successors and assigns all right, title and interest of the Seller, in and to the items of railroad rolling stock forth on Schedule I hereto (together with (a) any and all replacements or substitutions thereof, (b) any and all tangible components thereof, and (c) any and all related appliances, parts, accessories, appurtenances, accessions, additions, improvements to and replacements from time to time incorporated or installed in any item thereof) (the “ Railcars ”), together with (A) all licenses, manufacturer's warranties and other warranties, Supporting Obligations, Payment Intangibles, Chattel Paper, General Intangibles and all other rights and obligations related to the Railcars, (B) all Railroad Mileage Credits allocable to such Railcars, and any payments in respect of such credits accruing on or after the applicable Delivery Date, (C) all tort claims or any other claims of any kind or nature related to such Railcars and any payments in respect of such claims, (D) all Marks attaching to such Railcars (including as evidenced by any SUBI Certificate issued by the Marks Company), it being understood that the Marks are owned by the Marks Company and are not being conveyed hereby, (E) all 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, and (F) without duplication, any Miscellaneous Items relating to such Railcars; and (ii) assign all of its right, title and interest in and to all warranties or representations made or given to the Seller with respect to the Railcars by the manufacturer thereof (collectively, the “ Purchased Railcars ”). The Buyer hereby accepts delivery of the Purchased Railcars, including the Railcars set forth on Schedule I hereto.

To have and to hold all and singular the rights to the Purchased Railcars to the Buyer and its successors and assigns for its and their own use and behalf forever.

And the Seller hereby warrants to the Buyer and its successors and assigns that at the time of delivery of the Purchased Railcars, the Seller has good and marketable legal and beneficial title to and good and lawful right to sell, the Purchased Railcars, and the Purchased Railcars are free and clear of all Liens (other than Permitted Encumbrances), and the Seller covenants that it will defend forever such title to the Purchased Railcars against the demands or claims of all Persons whomsoever (including, without limitation, the holders of such Permitted Encumbrances) based on claims arising as a result of, or related or attributable to, acts, events or circumstances occurring prior to the delivery of the Purchased Railcars by the Seller hereunder. Notwithstanding the provisions above and its and the Buyer's intent that the Seller grant, bargain, sell, transfer, assign and set over to the Buyer all right, title and interest of the Seller in the Purchased Railcars, as a precaution only, in the event of any challenge to this Bill of Sale as being in the nature of an absolute sale or assignment rather than a financing, the Seller hereby also grants the Buyer a security interest in the Purchased Railcars. Such grant of a security interest does not constitute an admission or acknowledgment that the transactions contemplated by the Asset Transfer Agreement provide that this Bill of Sale is other than a grant, bargain, sale, transfer, assignment and set over to the Buyer of all right, title and interest of the Seller in the Purchased Railcars.

Terms used herein with initial capital letters and not otherwise defined shall have the respective meanings given thereto in (i) Annex A to the Master Indenture, dated as of December 19, 2012, as

amended, restated or otherwise modified from time to time, by and between the Buyer and Wilmington Trust Company, or (ii) the Purchase and Contribution Agreement, dated as of December 19, 2012 (as amended, restated or otherwise modified from time to time), (the “ Asset Transfer Agreement ”), by and among the Buyer, the Seller and [ Trinity Rail Leasing Warehouse Trust / Trinity Industries Leasing Company].

This Bill of Sale shall be governed by and construed in accordance with the laws of the State of New York, including, without limitation, Section 5-1401 and Section 5-1402 of the New York General Obligations Law but otherwise without regard to conflict of laws principles.

The grant, bargain, sale, transfer, assignment and setting over of the Purchased Railcars pursuant to this Bill of Sale shall be deemed to occur within the State of Texas.

This Bill of Sale shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and assigns as permitted by and in accordance with the terms hereof. Except as expressly provided herein or in the other Operative Agreements, no party hereto may assign their interests herein without the consent of the other party hereto.

The Seller will duly execute and deliver to the Buyer such further documents and assurances and take such further action as the Buyer may from time to time reasonably request or as may be required by applicable law or regulation in order to effectively carry out the intent and purpose of this Bill of Sale and to establish and protect the rights and remedies created or intended to be created in favor of the Buyer hereunder, including, without limitation, the execution and delivery of supplements or amendments hereto, in recordable form.

* * *

IN WITNESS WHEREOF , the Seller has caused this instrument to be executed as of the __________ day of __________________, 20___.



	[Insert name of Seller] By: Name: Title:



STATE OF ___________	)
	)	SS:
COUNTY OF _________	)

On this ___ day of ____________________, 20__, before me personally appeared [Insert name of signatory], to me personally known, who being duly sworn, stated that he is [Insert name of signatory's position with the Seller] of [Insert name of Seller], that said instrument was signed on behalf of said entity by authority of its management or other governing body, and he acknowledged that the execution of the foregoing instrument was the free act and deed of said entity.



	Notary Public
My Commission Expires:

SCHEDULE I

EXHIBIT B

FORM OF ASSIGNMENT AND ASSUMPTION

[Insert name of Seller], a [Insert business entity type] (the “ Assignor ”), in consideration of the sum of ten dollars ($10.00) and other good and valuable consideration, hereby transfers, assigns and otherwise conveys and grants to TRINITY RAIL LEASING 2012 LLC, a Delaware limited liability company (the “ LLC ”), and the LLC hereby acquires and assumes from the Assignor, all of the Assignor's right, title and interest in and to the Leases set forth on Schedule I hereto and all Related Assets with respect thereto (collectively, the “ Leases ”), any and all income and proceeds thereof and any and all obligations of the Assignor thereunder arising on and after the date hereof. This assignment and assumption is made under the Purchase and Contribution Agreement, dated as of December 19, 2012 (as amended, restated or otherwise modified from time to time, the “ Agreement ”), by and among the Assignor, [Trinity Rail Leasing Warehouse Trust / Trinity Industries Leasing Company] and the LLC.

The Assignor hereby warrants to the LLC and its successors and assigns that at the time of assignment of the Leases, the Assignor has legal and beneficial title thereto and good and lawful right to assign such Leases free and clear of all Liens (other than subleases of the Leases as expressly permitted by the Agreement and other than Permitted Encumbrances), and the Assignor covenants that it will defend forever such title to the Leases against the demands or claims of all Persons whomsoever (including, without limitation, the holders of such Permitted Encumbrances) based on claims arising as a result of, or related or attributable to, acts, events or circumstances occurring prior to the assignment of the Leases by the Assignor hereunder. Notwithstanding the provisions above and its and the LLC's intent that the Assignor transfer, assign and otherwise convey and grant to the LLC all right, title and interest of the Assignor in the Leases, as a precaution only, in the event of any challenge to this Assignment as being in the nature of an absolute assignment rather than a financing, the Assignor hereby also grants the LLC a security interest in the Leases. Such grant of a security interest does not constitute an admission or acknowledgment that the transactions contemplated by the Agreement provide that this Assignment is other than a transfer, assignment and otherwise conveyance and grant to the LLC of all right, title and interest of the Assignor in the Leases.

The LLC hereby assumes, and agrees it is unconditionally bound in respect of, as of the applicable Delivery Date, all duties and obligations of the Assignor under the Leases.

Terms used herein with initial capital letters and not otherwise defined shall have the respective meanings given thereto in (i) Annex A to the Master Indenture, dated as of December 19, 2012, as amended, restated or otherwise modified from time to time, by and between the LLC and Wilmington Trust Company, or (ii) the Agreement.

This Assignment and Assumption shall be governed by and construed in accordance with the laws of the State of New York, including, without limitation, Section 5-1401 and Section 5‑1402 of the New York General Obligations Law but otherwise without regard to conflict of laws principles.

This Assignment and Assumption shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and assigns as permitted by and in accordance with the terms hereof. Except as expressly provided herein or in the other Operative Agreements, no party hereto may assign their interests herein without the consent of the other party hereto.

The Assignor will duly execute and deliver to the LLC such further documents and assurances and take such further action as the LLC may from time to time reasonably request or as may be required by applicable law or regulation in order to effectively carry out the intent and purpose of this Assignment and

Assumption and to establish and protect the rights and remedies created or intended to be created in favor of the LLC hereunder, including, without limitation, the execution and delivery of supplements or amendments hereto, in recordable form.

* * *

IN WITNESS WHEREOF , the parties hereto have caused this instrument to be duly executed as of the __________ day of __________________, 20___.



	[Insert name of Assignor] By: Name: Title:
	TRINITY RAIL LEASING 2012 LLC , By:Trinity Industries Leasing Company, as sole member and manager By: Name: Title:

SCHEDULE I

EXHIBIT C

FORM OF DELIVERY SCHEDULE ON THE CLOSING DATE

THIS SCHEDULE dated as of ________________, 20___ constitutes a “Delivery Schedule” for such date, which is a Delivery Date, in respect of a Conveyance to be made on such date by the Seller signatory hereto below. Capitalized terms used in this Schedule have the meaning given such terms in the Purchase and Contribution Agreement, dated as of December 19, 2012 as amended, restated or otherwise modified from time to time, among [Trinity Rail Leasing Warehouse Trust / Trinity Industries Leasing Company] as a Seller, the undersigned as a Seller, and Trinity Rail Leasing 2012 LLC as Purchaser. The Railcars and Leases that are the subject of such Conveyance are listed on Schedule 1 attached hereto. Such Schedule also indicates by footnote designation, those Leases that are subject to a purchase option or a renewal or extension option, and also those Leases that are subject to an early termination option of the Lessee.

IN WITNESS WHEREOF , this Delivery Schedule is executed as of the date first written above.



	[Insert name of Seller] By: Name: Title:

SCHEDULE 1

DELIVERY SCHEDULE

Exhibit 12

Trinity Industries, Inc. and Subsidiaries

Computation of Ratio of Earnings To Fixed Charges



	For the year ended December 31,
	2012		2011		2010		2009			2008
	($ in millions)
Earnings:
Earnings (loss) from continuing operations before provision (benefit) for income taxes	$	385.9	$	239.0	$	106.7	$	(152.2	)	$	430.3
Add:
Fixed Charges	216.6		205.7		202.5		145.1			132.8
Amortization of capitalized interest	0.2		0.2		0.2		0.3			0.1
Total earnings (loss) from continuing operations before provision (benefit) for income taxes	$	602.7	$	444.9	$	309.4	$	(6.8	)	$	563.2

Fixed Charges:
Interest expense	$	194.7	$	185.3	$	182.1	$	123.2		$	109.4
Portion of rental expense representative of interest	21.9		20.4		20.4		21.9			23.4
	216.6		205.7		202.5		145.1			132.8
Capitalized interest	—		—		—		—			0.9
Total Fixed Charges	$	216.6	$	205.7	$	202.5	$	145.1		$	133.7

Ratio of Earnings to Fixed Charges	2.78		2.16		1.53		—			4.21

Footnote:

Earnings for the year ended December 31, 2009 included a $325 million goodwill impairment charge. Earnings were inadequate to cover fixed charges for the year ended December 31, 2009. The deficiency for this period was $151.9 million.

Exhibit 21

TRINITY INDUSTRIES, INC. Active Subsidiaries as of December 31, 2012

Name of Subsidiary	Domicile	Ownership Percentage
CJB Prime Property, LLC	Delaware	100.00	%
CJB Canada Mfg. Corp.	Brit Columbia	100.00	%
QEAS, Inc.	Delaware	100.00	%
Quixote Transportation Safety, Inc.	Delaware	100.00	%
Energy Absorption Systems, Inc.	Delaware	100.00	%
E-Tech Testing Services, Inc.	Delaware	100.00	%
EAS Road Products, Inc.	Delaware	100.00	%
EAS Road Products (Singapore Branch), Inc.	Delaware	100.00	%
Energy Absorption Systems (AL) LLC	Delaware	100.00	%
Energy Absorption Systems (Europe), Inc.	Delaware	100.00	%
Quixote International Enterprises, LLC	Delaware	100.00	%
International Industrial Indemnity Company	Vermont	100.00	%
Reunion General Agency, Inc.	Texas	100.00	%
Transit Mix Concrete & Materials Company	Delaware	100.00	%
AMI Materials, Inc.	Delaware	100.00	%
Armor Aggregates, Inc.	Delaware	100.00	%
Transit Mix Transportation Services, LLC	Delaware	100.00	%
Trinity Materials, Inc.	Delaware	100.00	%
POB Exploration, LLC	Delaware	100.00	%
Trinity LW, LLC	Delaware	100.00	%
ETRM Fleet, LLC	Delaware	100.00	%
LWFP, LLC	Delaware	100.00	%
TRNLWB, LLC	Delaware	100.00	%
TRNLWS, LLC	Delaware	100.00	%
Trinity Argentina S.R.L.	Argentina	100.00	%
Trinity Containers, LLC	Delaware	100.00	%
Trinity Corporate Services, LLC	Delaware	100.00	%
Trinity Financial Services, Inc.	Delaware	100.00	%
Trinity Heads, Inc.	Delaware	100.00	%
Trinity Highway Products, LLC	Delaware	100.00	%
Trinity Highway Leasing, Inc.	Delaware	100.00	%
Trinity Industries International, Inc.	Delaware	100.00	%
Trinity Industries International Holdings AG	Switzerland	100.00	%
Administradora Especializada, S. de R.L. de C.V	Mexico	50.00	%
Servicios Corporativos Tatsa, S. de R.L. de C.V	Mexico	25.00	%
Servicios Corporativos Tatsa, S. de R.L. de C.V	Mexico	50.00	%
Asistencia Profesional Corporativa, S.de R.L. de C.V.	Mexico	50.00	%
Trinity Industries de México, S. de R.L. de C.V.	Mexico	66.66	%
Administradora Especializada, S. de R.L. de C.V	Mexico	50.00	%
Asistencia Profesional Corporativa	Mexico	50.00	%
OFE, S. de R.L. de C.V.	Mexico	66.66	%
Servicios Corporativos Tatsa, S. de R.L. de C.V	Mexico	25.00	%
OFE, S. de R.L. de C.V.	Mexico	33.33	%
Trinity Industries de México	Mexico	33.33	%
Trinity Servicos, S. de R.L. de C.V.	Mexico	50.00	%
Trinity Servicos, S. de R.L. de C.V.	Mexico	50.00	%
Trinity Industries do Brasil, Ltda.	Brazil	100.00	%
Trinity Industries Leasing Company	Delaware	100.00	%
TILX GP III, LLC	Delaware	100.00	%
Trinity Rail Leasing III LP	Texas	1.00	%
TILX LP III, LLC	Delaware	100.00	%
Trinity Rail Leasing III LP	Texas	99.00	%

TRINITY INDUSTRIES, INC. Active Subsidiaries as of December 31, 2012

Name of Subsidiary	Domicile	Ownership Percentage
TILX GP IV, LLC	Delaware	100.00	%
Trinity Rail Leasing IV LP	Texas	1.00	%
TILX LP IV, LLC	Delaware	100.00	%
Trinity Rail Leasing IV LP	Texas	99.00	%
TILX GP V, LLC	Delaware	100.00	%
Trinity Rail Leasing V LP	Texas	1.00	%
TILX LP V, LLC	Delaware	100.00	%
Trinity Rail Leasing V LP	Texas	99.00	%
Trinity Marks Company	Delaware	100.00	%
Trinity Rail, Inc.	Delaware	100.00	%
Trinity Rail Management, Inc.	Delaware	100.00	%
TILX GP I, LLC	Delaware	100.00	%
Trinity Rail Leasing I LP	Texas	1.00	%
TILX LP I, LLC	Delaware	100.00	%
Trinity Rail Leasing I LP	Texas	99.00	%
TrinityRail Canada Inc.	Brit Columbia	100.00	%
Trinity Rail Leasing 2010 LLC	Delaware	100.00	%
Trinity Rail Leasing 2012 LLC	Delaware	100.00	%
Trinity Rail Leasing VI LLC	Delaware	100.00	%
Trinity Rail Leasing VII LLC	Delaware	100.00	%
Trinity Rail Leasing Warehouse Trust	Delaware	100.00	%
TRIP Rail Holdings LLC	Delaware	57.00	%
TRIP Rail Leasing LLC	Delaware	100.00	%
TRIP Rail Master Funding LLC	Delaware	100.00	%
Trinity Industries Metals Laboratory, Inc.	Delaware	100.00	%
Trinity Industries Railcar Corporation	Delaware	100.00	%
Trinity Logistics Group, Inc.	Texas	100.00	%
Bell Trucking, LLC	Delaware	100.00	%
Trinity Central Maintenance, LLC	Delaware	100.00	%
Trinity Marine Products, Inc.	Delaware	100.00	%
Trinity Composites, LLC	Delaware	100.00	%
Trinity Marine Leasing, Inc.	Delaware	100.00	%
Trinity Q, Inc.	Delaware	100.00	%
Trinity Rail Group, LLC	Delaware	100.00	%
Thrall International Holdings, LLC	Illinois	100.00	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico	33.33	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico	33.33	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico	66.66	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico	66.66	%
Trinity North American Freight Car, Inc.	Delaware	100.00	%
Trinity Parts & Components, LLC	Delaware	100.00	%
McConway & Torley, LLC	Delaware	100.00	%
Standard Forged Products, LLC	Delaware	100.00	%
Trinity Railcar Repair, Inc.	Delaware	100.00	%
MCM Railyard, LLC	Delaware	100.00	%
Trinity Rail GmbH	Switzerland	100.00	%
Trinity Tank Car, Inc.	Delaware	100.00	%
Trinity Mining and Construction Equipment, Inc.	Delaware	100.00	%
Trinity Shoring Products, Inc.	Delaware	100.00	%
Trinity Structural Towers, Inc.	Delaware	100.00	%
Trinity Traffic and Lighting Structures, LLC	Delaware	100.00	%
Trinity Utility Structures, LLC	Delaware	100.00	%
U.S. Galvanizing, LLC	Delaware	100.00	%
Vigilant Systems, Inc.	Texas	100.00	%

TRINITY INDUSTRIES, INC. Active Subsidiaries as of December 31, 2012

Name of Subsidiary	Domicile	Ownership Percentage
Waldorf Properties, Inc.	Delaware	100.00	%
Gambles, Inc.	Alabama	100.00	%
McConway & Torley - Anniston, Inc.	Delaware	100.00	%
Mosher Steel Company	Texas	100.00	%
Platzer Shipyard, Inc.	Delaware	100.00	%
Standard Forgings Corporation	Delaware	100.00	%
Trinity Equipment Co., Inc.	Delaware	100.00	%
*Trinity Industries Leasing Company (TILC) is also the managing member of TRIP Rail Holdings, LLC.

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(s) 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 conclusions 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.

Date: February 21, 2013

/s/ Timothy R. Wallace

Timothy R. Wallace

Chairman, Chief Executive Officer, and President

Exhibit 31.2

CERTIFICATION

I, James E. Perry, 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(s) 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 conclusions 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.

Date: February 21, 2013

/s/ James E. Perry

James E. Perry

Senior Vice President and Chief Financial Officer

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, 2012 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 21, 2013

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.

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, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Perry, 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/ James E. Perry

James E. Perry

Senior Vice President and Chief Financial Officer

February 21, 2013

Exhibit 95

Information Concerning Mine Safety Violations or Other Regulatory Matters Required by Section 1503(a) of the

Dodd-Frank Wall Street Reform and Consumer Protection Act

The Company, through a wholly owned subsidiary, owned or operated a total of thirteen (13) sand, gravel, and aggregate quarries in Texas, Arkansas, and Louisiana during the year ended December 31, 2012. Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we disclose in our periodic reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 specific information about each of our quarries comprised of notices, violations, and orders made by the Federal Mine Safety and Health Administration (“MSHA”) pursuant to the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The following table sets forth the reportable information required for our quarries that operated during the year ended December 31, 2012.



Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations (#)	Section 104(b) Orders (#)	Section 104(d) Citations and Orders (#)	Section 110(b)(2) Violations (#)		Section 107(a) Orders (#)	Total Dollar Value of MSHA Assessments Proposed ($)			Total Number of Mining Related Fatalities (#)	Received Notice of Pattern of Violation Under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period (#)	Legal Actions Initiated During Period (#)	Legal Actions Resolved During Period (#)
Rye (4102547)	—	—	—		—	—	$	—		—	No	No	—	—	—
Belton (4101043)	—	—	—		—	—	$	—	(1)	—	No	No	—	—	—
Malloy Bridge (4102946)	—	—	—		—	—	$	—		—	No	No	—	—	—
Cottonwood (4104553)	—	—	—		—	—	$	650		—	No	No	—	—	—
Wills Point (4104113)	—	—	—		—	—	$	127		—	No	No	—	—	—
Waco-Angerman (4103492)	—	—	—		—	—	$	—		—	No	No	—	—	—
Indian Village (1600348)	—	—	—		—	—	$	100		—	No	No	—	—	—
Lockesburg (0301681)	—	—	—		—	—	$	100		—	No	No	—	—	—
Kopperl (4104450)	—	—	—		—	—	$	300	(2)	—	No	No	—	—	—
Wills Point II (4104071)	—	—	—		—	—	$	100		—	No	No	—	—	—
Asa (4104399)	—	—	—		—	—	$	—		—	No	No	—	—	—
Paradise (4103253)	—	—	—		—	—	$	200		—	No	No	—	—	—
Anacoco (1600543)	—	—	—		—	—	$	427		—	No	No	—	—	—



(1)	One S&S citation issued. Proposed penalty amount not yet assessed.
(2)	Four non-S&S citations issued. Proposed penalty amount for one citation not yet assessed.