TRINITY INDUSTRIES INC (Form: 10-K, Received: 02/21/2019 13:02:02)

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, 2018



	OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-6903

(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 N. 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 ($0.01 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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨

Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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 29, 2018 ) was $4,970.8 million .

At January 31, 2019 the number of shares of common stock outstanding was 133,344,975 .

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 2019 Proxy Statement.

TRINITY INDUSTRIES, INC.

FORM 10-K

TABLE OF CONTENTS



Caption	Page
PART I
Item 1. Business	4
Item 1A. Risk Factors	9
Item 1B. Unresolved Staff Comments	19
Item 2. Properties	19
Item 3. Legal Proceedings	19
Item 4. Mine Safety Disclosures	19

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	20
Item 6. Selected Financial Data	22
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	40
Item 8. Financial Statements and Supplementary Data	41
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	93
Item 9A. Controls and Procedures	93
Item 9B. Other Information	95

PART III
Item 10. Directors, Executive Officers and Corporate Governance	95
Item 11. Executive Compensation	95
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	96
Item 13. Certain Relationships and Related Transactions, and Director Independence	96
Item 14. Principal Accountant Fees and Services	96

PART IV
Item 15. Exhibits and Financial Statement Schedules	97
Item 16. Form 10-K Summary	97

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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, website 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 customer demand for our business products and services;


•	the cyclical nature of the industries in which we compete;


•	variations in weather in areas where our highway 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, sales of leased railcars, 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 costs incurred to align manufacturing capacity with demand and the extent of its utilization;


•	the operating leverage and efficiencies that can be achieved by our manufacturing businesses;


•	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, including trial and appellate costs;


•	changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;


•	legal, regulatory, and environmental issues, including compliance of our products with mandated specifications, standards, or testing criteria and obligations to remove and replace our products following installation or to recall our products and install different products manufactured by us or our competitors;


•	actions by the executive and legislative branches of the U.S. government relative to federal government budgeting, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies;


•	the use of social or digital media to disseminate false, misleading and/or unreliable or inaccurate information;


•	the inability to sufficiently protect our intellectual property rights;


•	if the Company does not realize some or all of the benefits expected to result from the spin-off of Arcosa, Inc. ("Arcosa"), a new public company focused on infrastructure-related products and services, or if such benefits are delayed; and


•	if the distribution of shares of Arcosa, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, the Company's stockholders at the time of the distribution and the Company could be subject to significant tax liability.

Any forward-looking statement speaks only as of the date on which such statement is made. Except as required by federal securities laws, Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. For a discussion of risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see Item 1A, "Risk Factors" included elsewhere herein.

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PART I

Item 1. Business.

General

Trinity Industries, Inc. and its consolidated subsidiaries (“Trinity,” “Company,” “we,” or “our”) own businesses that are leading providers of rail transportation products and services in North America. Our rail-related businesses market their railcar products and services under the trade name TrinityRail ^® . The TrinityRail integrated business platform provides railcar leasing and management services, railcar manufacturing, and railcar maintenance and modification services. We also own businesses engaged in the manufacturing of products used on the nation's roadways and in traffic control, as well as a transportation business that provides support services to Trinity and a variety of other industrial manufacturers.

Trinity was incorporated in 1933 and became a Delaware corporation in 1987. We are headquartered in Dallas, Texas, and our principal executive offices are located at 2525 N. Stemmons Freeway, Dallas, Texas 75207-2401. Our telephone number is 214-631-4420, and our Internet website address is www.trin.net .

Unless otherwise stated, any reference to income statement items in this Annual Report on Form 10-K (the "Form 10-K") refers to results from continuing operations.

Spin-off of Arcosa, Inc.

On November 1, 2018, we completed the separation of Trinity Industries, Inc. into two public companies: (1) Trinity Industries, Inc., comprised of Trinity’s rail-related businesses, which are leading providers of rail transportation products and services in North America, and (2) Arcosa, Inc. ("Arcosa"), a new public company focused on infrastructure-related products and services. The separation was effected through a pro rata dividend to Trinity's shareholders of all outstanding Arcosa shares and was structured to qualify as a tax free distribution for federal income tax purposes. Following the distribution, Arcosa became an independent, publicly-traded company on the New York Stock Exchange. Trinity did not retain an ownership interest in Arcosa following the completion of the spin-off transaction.

In connection with the Arcosa spin-off, Rhys J. Best, David W. Biegler, Antonio Carrillo, Ronald J. Gafford, and Douglas L. Rock resigned from their positions as members of Trinity's Board of Directors, effective as of November 1, 2018. Each of Messrs. Best, Biegler, Carrillo, Gafford, and Rock is now a director of Arcosa. Additionally, in connection with the Arcosa spin-off, each of Brandon B. Boze, John J. Diez, and E. Jean Savage was appointed as a director of Trinity’s Board of Directors, effective as of November 1, 2018.

Upon completion of the spin-off transaction on November 1, 2018, the accounting requirements for reporting Arcosa as a discontinued operation were met. Accordingly, Arcosa's results of operations are presented as discontinued operations for all periods in this Form 10-K. See Note 2 of the Consolidated Financial Statements for further information related to the spin-off transaction.

Our Reportable Segments

Following the completion of the Arcosa spin-off, we have three reportable segments: the Railcar Leasing and Management Services Group ("Leasing Group"), the Rail Products Group, and All Other. Our All Other segment includes the results of our highway products business, which was previously reported within our former Construction Products Group. Additionally, our Rail Products Group includes the results of our heads business, which was previously reported in our former Energy Equipment Group. Further, our axles, couplers, and industrial and mining components businesses, previously reported in the Rail Products Group, were transferred to Arcosa in connection with the spin-off transaction and are therefore reflected as a component of discontinued operations. All segment results set forth herein have been recast to present results on a comparable basis.

Business Overview and Current Business Strategy

We believe that we are a premier provider of railcar related products and services. We strive to operate industry-leading integrated railcar leasing, manufacturing, and services businesses, by providing a single source for comprehensive rail transportation solutions and services in North America. Our objective is to deliver a premier customer experience by providing high quality, innovative products and designing solutions that enhance and optimize our customers' businesses. As we continue to concentrate our focus and resources, we see opportunities to grow and enhance our product and service offerings in ways that will optimize the ownership and use of railcars.

Railcar Leasing and Management Services Group. Our Railcar Leasing and Management Services Group is a leading provider in North America of comprehensive railcar industry services. Through wholly-owned subsidiaries, primarily Trinity Industries Leasing Company ("TILC"), and partially-owned subsidiaries, TRIP Rail Holdings LLC (“TRIP Holdings”) and RIV 2013 Rail Holdings LLC ("RIV 2013"), we offer operating leases for freight and tank railcars. Trinity's Rail Products 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.

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In addition, TILC originates and manages railcar leases for third-party investor-owned funds and provides fleet maintenance and management services to industrial shippers. Our affiliations with third-party investor-owned funds, through strategic railcar alliances and the formation of railcar investment vehicles, combined with TILC's fleet maintenance and management services capabilities, complement our leasing business by generating stable fee income, strengthening customer relationships, and enhancing the view of TrinityRail ^® as a leading provider of railcar products and services.

The railcars in our lease fleet are leased to industrial shippers and railroads. These companies operate in various markets including agriculture, construction and metals, consumer products, energy, and refined products and chemicals. Substantially all of the railcars in our lease fleet were manufactured by our Rail Products Group. The terms of our railcar leases generally vary from one to twenty years and provide for fixed monthly rentals, predominantly under full-service leases. A small percentage of our fleet is leased on a per diem basis. As of December 31, 2018 , the lease fleet of our subsidiaries included 99,215 owned or leased railcars that were 98.5% utilized, of which 89,870 railcars were owned by TILC or its affiliates and 9,345 railcars were financed in sale-leaseback transactions, which are not reflected in the property, plant, and equipment amounts reported on our Consolidated Balance Sheet. Railcars under management, including those owned by third-parties, totaled 120,850 railcars.

The following charts provide additional information with respect to the Company's wholly-owned, partially-owned, and managed leased fleet.

Lease Fleet Diversification

⁽¹⁾ Data presented in this chart reflects our wholly-owned and partially-owned lease fleet, which totaled 99,215 railcars as of December 31, 2018.

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Rail Products Group. Through wholly-owned subsidiaries with manufacturing facilities in the U.S. and Mexico, our Rail Products Group is a leading manufacturer of freight and tank railcars in North America used for transporting a wide variety of liquids, gases, and dry cargo.

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

Autorack Cars - Autoracks and flatcars transport finished automobiles, sport utility vehicles, and light trucks.

Box Cars - Box cars carry a wide variety of bulk cargo such as auto parts, paper, and food products.

Covered Hopper Cars - Covered hopper cars transport commodities such as industrial sand and cement, grain products, dry fertilizer, and plastics. Pressure differential covered hopper cars carry products such as flour and starch.

Gondola Cars - Rotary gondola cars are primarily used for coal service. Other gondola cars carry bulk commodities such as scrap metal, aggregates, ores, and finished steel.

Intermodal Cars - Intermodal cars transport shipping containers in single or double stacked configurations as well as truck trailers.

Open Hopper Cars - Open hopper cars are used to transport coal, aggregates, and other similar products.

Tank Cars - Non-pressurized tank cars transport a wide variety of liquid commodities including chemicals, food products, and petroleum products. Pressurized tank cars are used to transport liquefied gases.

We believe that our Rail Products Group's diversified manufacturing capabilities enable us to capitalize on changing industry trends and developing opportunities in various markets including agriculture, construction and metals, consumer products, energy, and refined products and chemicals.

We offer a full range of maintenance services and flexible solutions, from field inspections and comprehensive compliance testing to standard repairs and maintenance, specialized cleaning, inspection, and testing at multiple facilities in the U.S. We also provide modification capabilities and assist in transitioning railcars to new industry standards. We believe that our investment in maintenance services expands and enhances our ability to serve our customers and our lease fleet.

Our customers include railroads, leasing companies, and industrial shippers of products in various markets, such as agriculture, construction and metals, consumer products, energy, and refined products and chemicals. We compete in the North American market primarily against five major railcar manufacturers and numerous other maintenance services providers.

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.

All Other. All Other includes our highway products business; our transportation company and captive insurance company; legal, environmental, and maintenance costs associated with non-operating facilities; and other peripheral businesses.

Our highway products business is a leading U.S. manufacturer of guardrail, crash cushions, and other highway barriers. The Federal Highway Administration ("FHWA"), which determines product eligibility for cost reimbursement using federal funds, has approved many of our products as eligible for federal-aid reimbursement based on satisfactory performance testing pursuant to criteria established under either the National Cooperative Highway Research Program Report 350 or the Manual for Assessing Safety Hardware, as applicable. Our crash cushion, barrier, and guardrail product lines include multiple proprietary products manufactured under license from certain public and private research organizations and inventors as well as Company-held patents. We sell highway products throughout the U.S., Canada, and Mexico, and we export highway products, including proprietary products, internationally. We do not perform any installation services with respect to our highway products. Our highway products business is affected by seasonal fluctuations, with the second and third quarters historically being the quarters with the highest revenues.

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Backlog. As of December 31, 2018 and 2017 , our backlog of firm orders was as follows:



	December 31, 2018		December 31, 2017
	(in millions)
Rail Products Group
Products:
External Customers	$	2,059.5	$	1,334.7
Leasing Group	1,588.1		829.5
	$	3,647.6	$	2,164.2

Maintenance Services	$	100.6	$	74.4

Railcar Leasing and Management Services Group	$	112.6	$	123.5

For the year ended December 31, 2018 , our rail manufacturing businesses received orders for 28,795 railcars. The change in backlog as of December 31, 2018 compared with our backlog as of December 31, 2017 reflects the value of orders taken, net of cancellations, executory contract change orders and price modifications, and orders delivered during the year. The orders in our backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog attributable to the Leasing Group may vary by the time of delivery as customers may choose to purchase railcars from the Rail Products Group rather than lease. Approximately 64% of our railcar backlog is expected to be delivered during the year ending December 31, 2019 with the remainder to be delivered thereafter into 2023.

Marketing. We sell or lease substantially all of our products and services through our own sales personnel operating from offices in multiple U.S locations as well as Canada and Mexico. 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, heads, side frames, bolsters, and bearings. The input costs for raw steel and specialty components purchased from third parties represent a substantial portion of the cost of most railcars. Although the number of alternative suppliers of specialty components has declined in recent years, at least two suppliers continue to produce most components.

The principal material used in railcar manufacturing is steel. During 2018, the supply of steel was sufficient to support our manufacturing requirements. Market steel prices continue to exhibit periods of volatility and were lower exiting 2018 compared to 2017. Steel and component prices may be volatile in the future as a result of market conditions, changes in tariffs, or other governmental policies. 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 steel price 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 and that our existing contracts and other relationships we have in place will meet our current production forecasts.

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



Business Group	December 31, 2018
Rail Products Group	9,810
Railcar Leasing and Management Services Group	230
All Other	1,120
Corporate	355
	11,515

As of December 31, 2018 , approximately 5,150 employees were employed in the U.S. and 6,365 in Mexico.

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Executive Officers of the Company.

The following table sets forth the names and ages of all of our executive officers, positions and offices presently held by them, and the year each person first became an officer. All officer terms expire in May 2019.



Name	Age	Office	Officer Since
Timothy R. Wallace	65	Chairman, Chief Executive Officer, and President	1985
James E. Perry	47	Senior Vice President and Chief Financial Officer	2005
Melendy E. Lovett	60	Senior Vice President and Chief Administrative Officer	2014
Brian D. Madison	58	President, Trinity Industries Leasing Company	2016
Eric R. Marchetto	49	Chief Commercial Officer, TrinityRail	2001
Paul E. Mauer	60	President, TrinityRail Products	1999
Steven L. McDowell	57	Vice President and Chief Accounting Officer	2013
Sarah R. Teachout	46	Senior Vice President and Chief Legal Officer	2016

The following officers, for the preceding five years, have either not been in full time employment with the Company or have had changes in responsibilities during that period:

Ms. Lovett joined the Company in 2014 as Senior Vice President and Chief Administrative Officer. A member of the Company's Board of Directors since 2012, Ms. Lovett resigned her Board position at the time of her appointment as an officer of the Company. Prior to joining Trinity in 2014, she was the Senior Vice President and President of the Education Technology business for Texas Instruments.

Mr. Madison joined the Company in 2016 as President of Trinity Industries Leasing Company. Prior to joining the Company, he served as Executive Vice President at Key Equipment Finance from 2010 to 2016, overseeing manufacturer and vendor alliances. Prior to his tenure at Key Equipment, he served as General Manager, Microsoft Financing for Microsoft Corp.

Mr. Marchetto joined the Company in 1995. He has served as the Chief Commercial Officer for the Company’s rail businesses since 2018. He served as Executive Vice President and Chief Administrative Officer for the Company’s rail businesses from 2016 to 2018, following having served as Executive Vice President and Chief Financial Officer for the rail businesses from 2012 to 2016.

Mr. McDowell joined the Company in 2013 as Vice President and Chief Audit Executive and was named Vice President and Chief Compliance Officer in 2017. He was elected Vice President and Chief Accounting Officer in 2018. Prior to joining Trinity, he worked for Dean Foods from 2007 to 2013, where he held a variety of management positions and most recently served as Vice President, Internal Audit and Risk Management. Prior to his tenure at Dean Foods, he served as Vice President - Internal Audit at Centex Corporation.

Ms. Teachout joined the Company in 2015 as Deputy General Counsel, and was elected Vice President and Deputy General Counsel in 2016, and Senior Vice President and Chief Legal Officer in 2018. Prior to joining Trinity, Ms. Teachout was a partner at the law firm of Akin Gump Strauss Hauer & Feld LLP from 2012 to 2015. Before joining Akin Gump, Ms. Teachout had been a partner at the law firm of Haynes and Boone, LLP since 2007.

Messrs. Wallace, Mauer, and Perry 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 the past five years. The Company has announced that Mr. Perry will step down from his role as Chief Financial Officer following the filing of this Annual Report on Form 10-K, and that Ms. Lovett will assume the role of Chief Financial Officer.

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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, natural resources, and the environment.

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. 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.

Governmental Regulation.

Railcar Industry. Our railcar and related manufacturing, maintenance services, and leasing businesses are regulated by multiple governmental regulatory agencies such as the U.S. Environmental Protection Agency ("USEPA"); Transport Canada ("TC"); the U.S. Department of Transportation ("USDOT") and the administrative agencies it oversees, including the Federal Railroad Administration ("FRA"), the Pipeline and Hazardous Materials Safety Administration ("PHMSA"), the Research and Special Programs Administration; and industry authorities such as the Association of American Railroads ("AAR"). All such agencies and authorities promulgate rules, regulations, specifications, and operating standards affecting railcar design, configuration, and mechanics; maintenance, and rail-related safety standards for railroad equipment, tracks, and operations, including the packaging and transportation of hazardous or toxic materials. We believe that our product designs and operations are in compliance with these specifications, standards, and regulations applicable to our business.

Revised regulations pertaining to the transportation of flammable materials by rail remain in effect. These regulatory changes materially impact: the rail industry as a whole; railroad operations; older and newer tank railcars that met or exceeded prior regulatory requirements and standards; tank railcar specifications; and market decisions relative to capital investment in rail products.

Highway Products. The primary regulatory and industry authorities involved in the regulation of highway products manufacturers are the USDOT, the FHWA, and various state highway departments and administrative agencies. These organizations, with participation from the American Association of State Highway and Transportation Officials ("AASHTO"), establish certain specifications, product testing criteria, and performance standards related to the manufacture of our highway products. We believe that our highway products are in compliance with the standards and specifications applicable to our business.

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 ("OSHA") and the Secretaria del Trabajo y Prevision Social ("STPS") in Mexico. 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 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.

See Item 1A for further discussion of risk factors with regard to environmental, governmental, and other matters.

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 1A. Risk Factors.

Our business is subject to a number of risks which are discussed below. 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 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. You should consider carefully these risks and uncertainties in addition to the other information contained in this report and our other filings with the SEC including our subsequent reports on Forms 10-Q and 8-K, and any amendments thereto before deciding to buy, sell, or hold our securities. If any of the following known risks or uncertainties actually occurs with material adverse effects on us, our business, financial condition, results of operations, and/or liquidity could be harmed. In that event, the market price for our various securities could decline and you may lose all or part of your investment.

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The cautionary statements below discuss important factors that could cause our business, financial condition, operating results, and cash flows to be materially adversely affected. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein. Except as required by federal securities laws, we undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Risks Related to our Business

The industries in which we operate are cyclical, and, accordingly, our business is subject to changes in the economy.

We operate in cyclical industries. Periodic downturns in 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 decline in or loss of profits. The railcar industry has previously experienced sharp cyclical downturns and at such times operated with a minimal backlog. While the business cycles of our different operations may not typically coincide, an economic downturn could affect disparate cycles simultaneously. The impacts of such an economic downturn may magnify the adverse effect on our business.

Volatility in the global markets may adversely affect our business and operating results.

Instability in the global economy, negative conditions in the global credit markets, volatility in the industries that our products serve, fluctuations in commodity prices that our customers produce and transport, changes in legislative or trade policy, adverse changes in the availability of raw materials and supplies, or adverse changes in the financial condition of our customers could lead to customers' requests for deferred deliveries of our backlog orders. Additionally such events could result in our customers' attempts to unilaterally cancel or terminate firm contracts or orders in whole or in part resulting in contract or purchase order breaches and increased commercial litigation costs. Such occurrences could adversely affect our cash flows and results of operations.

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 to customers that require purchasing credit, 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.

Litigated disputes and other 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 judgments and outcomes in some or all of these matters could result in significant losses and costs that could weaken our financial condition. Although we maintain reserves for our reasonably estimable liability, our reserves may be inadequate to cover our portion of claims or final judgments after taking into consideration rights in indemnity and recourse to third parties. As a result, there could be a material adverse effect on our business, operations, or financial condition. See Note 18 of the Consolidated Financial Statements for more detailed information on any material pending legal proceedings other than ordinary routine litigation incidental to our business, including the current status of the Company's highway products litigation.

While state and federal procedural rules exist to curtail the filing of claims against the Company in jurisdictions unrelated to the underlying claims, courts sometime may not enforce these rules, exposing us to a greater likelihood of unfavorable results and increased litigation costs. Whenever our products are sold to or ultimately owned and/or operated by governments or their authorized agencies, we may be unable to seek redress or recourse to at-fault parties. When litigation arising from the installation, maintenance, replacement, or use of our products is filed against the Company, recourse to such governments or authorized agencies may be subject to sovereign immunity or related defenses thereby exposing the Company to risk of liability and increased costs irrespective of fault.

Changes 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 may exhibit 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, 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, a change in steel prices could materially lower our profitability. In addition, meeting production demands is dependent on our 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.

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We have potential exposure to environmental liabilities that 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 at our facilities or with respect to our products while in operation; (ii) the management, use, processing, handling, storage, transport, and disposal of hazardous and non-hazardous waste, substances, and materials; and (iii) other activities relating to the protection of human health and the environment. Such laws and regulations expose us to liability for our own acts and in certain instances potentially expose us to liability for the acts of others. These laws and regulations also may impose liability on us currently under circumstances where at the time of the action taken, our acts or those of others complied with then applicable laws and regulations. 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 involving 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. Although we regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations, the risk of environmental liability is inherent in the operation of our businesses, as it is with other companies operating under environmental permits.

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 the manufacture of our products and related business activities and 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 raises potential risks in the event of an accident that results in the release of an environmentally sensitive substance. Generally, liability under existing laws for a derailment or other accident depends upon causation analysis and the acts, errors, or omissions, if any, of a party involved in the transportation activity, including, but not limited to, the railroad, the shipper, the buyer and seller of the substances being transported, or the manufacturer of the railcar, or its components. Additionally, the severity of injury or property damage arising from an incident may influence the causation responsibility analysis, exposing the Company to potentially greater liability. 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 respect to product performance and technological innovation, quality, reliability of delivery, customer service, and other factors. The effects of this competition, which is often intense, 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 for certain of our products, the variable purchase patterns of our customers in all of 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, potentially resulting in significant fluctuations in our quarterly results.

Some of the markets we serve have a limited number of customers. The volumes purchased by customers in each of our business segments vary from year to year, and not all customers make purchases every 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 also vary. 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.

Our access to capital may be limited or unavailable due to deterioration of conditions in the global capital markets, weakening of macroeconomic conditions, and negative changes in our credit ratings.

In general, the Company, and more specifically its leasing subsidiaries' operations, relies 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 extended periods 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 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 Financial Services LLC, Moody's Investors Service, Inc., and Fitch Ratings, Inc. 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.

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We may be unable to maintain railcar assets on lease at satisfactory lease rates.

The profitability of our railcar leasing business depends on our ability to lease railcars at satisfactory lease rates, to re-lease railcars at satisfactory lease rates upon the expiration and non-renewal of existing leases, and to sell railcars in the secondary market as part of our ordinary course of business. Our ability to accomplish these objectives is dependent upon several factors, including, among others:

• the cost of and demand for leases or ownership of newer or specific-use railcar types;

• the general availability in the market of competing used or new railcars;

• the degree of obsolescence of leased or unleased railcars, including railcars subject to regulatory obsolescence;

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

• the market demand or governmental mandate for refurbishment; and

• the volume and nature of railcar traffic and 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 or unleased railcars on favorable terms could result in lower lease rates, lower lease utilization percentages, and reduced revenues and operating profit.

Fluctuations in the price and supply of raw materials and parts and components 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 raw materials and parts and 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. Our manufacturing operations partially depend on our ability to obtain timely deliveries of raw materials, parts, and components in acceptable quantities and quality from our suppliers. Certain raw materials and parts and components for our products are currently available from a limited number of suppliers and, as a result, we may have limited control over pricing, availability, and delivery schedules. If we are unable to purchase a sufficient quantity of raw materials and parts and components on a timely basis, we could face disruptions in our production and incur delays while we attempt to engage alternative suppliers. Fewer suppliers could result from unimproved or worsening economic or commercial conditions, potentially increasing our rejections for poor quality and requiring us to source unknown and distant supply alternatives. Any such disruption or conditions 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. Extreme weather conditions and natural occurrences such as hurricanes, tornadoes, and floods could result in varying states of disaster and a real or perceived shortage of petroleum and/or natural gas, including rationing thereof, 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 (including limitations imposed by increased regulation or restrictions on rail, road, and pipeline transportation of energy supplies) 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 our workmanship and certain materials (including surface coatings, primers, sealants, and interior linings), parts, and components pursuant to express limited contractual warranties. 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 price. These types of warranty claims could result in significant costs associated with product recalls or product repair or replacement, and damage to our reputation.

Increasing insurance claims and expenses could lower profitability and increase business risk.

We are subject to potential liability for claims alleging property damage and personal and bodily injury or death arising from the use of or exposure to our products, especially in connection with products we manufacture that our customers install along U.S. highways or that our customers use to transport hazardous, flammable, toxic, or explosive materials. As insurance policies expire, premiums for renewed or new coverage may increase and/or require that we increase our self-insured retention or deductibles. The Company maintains primary coverage and excess coverage policies. If the number of claims or the dollar amounts of any

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such claims rise in any policy year, we could suffer additional costs associated with accessing our excess coverage policies. Also, an increase in the loss amounts attributable to such claims could expose us to uninsured damages if we were unable or elected not to insure against certain claims because of high premiums or other reasons. While our liability insurance coverage is at or above typical levels for our industries, an unusually large liability claim or a string of claims coupled with an unusually large damage award could exceed our available insurance coverage. In addition, the availability of, and our ability to collect on, insurance coverage is often subject to factors beyond our control, including positions on policy coverage taken by insurers. If any of our third-party insurers fail, cancel, or refuse coverage, or otherwise are unable to provide us with adequate insurance coverage, then our risk exposure and our operational expenses may increase and the management of our business operations would be disrupted. Moreover, any accident or incident involving our industries in general or us or our products specifically, even if we are fully insured, contractually 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.

Many of our products are sold to leasing companies, contractors, distributors, and installers who may misuse, abuse, improperly install or improperly or inadequately maintain or repair such products thereby potentially exposing the Company to claims that could increase our costs and weaken our financial condition.

The products we manufacture are designed to work optimally when properly assembled, operated, installed, repaired, and maintained. When this does not occur, the Company may be subjected to claims or litigation associated with personal or bodily injuries or death and property damage.

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, criminal activities or social unrest could limit or curtail our respective foreign business activities and operations, including the ability to hire and retain employees. 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 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 products sold or used in those countries. If we fail to comply with the applicable regulations within the foreign countries where we operate, we may be unable to market and sell our products in those countries. In addition, with respect to operations in foreign countries, 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; price exchange controls; and restrictions or regulations affecting cross-border rail and vehicular traffic 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 or import/export rules and regulations and similar anti-corruption, anti-bribery, or import/export laws of other countries.

U.S. government actions relative to the federal budget, taxation policies, government expenditures, U.S. borrowing/debt ceiling limits, and trade policies could adversely affect our business and operating results.

Periods of impasse, deadlock, and last minute accords may continue to permeate many aspects of U.S. governance, including federal government budgeting and spending, taxation, U.S. deficit spending and debt ceiling adjustments, and international commerce. Such periods could negatively impact U.S. domestic and global financial markets thereby reducing customer demand for our products and services and potentially result in reductions in our revenues, increased price competition, or increased operating costs, any of which could adversely affect our business, results of operations, and financial condition. We produce many of our products at our manufacturing facilities in Mexico. Our business benefits from free trade agreements such as the North American Free Trade Agreement ("NAFTA"). The United States, Mexico, and Canada have reached a preliminary U.S.-Mexico-Canada Agreement ("USMCA") which would replace NAFTA. The USMCA would maintain duty-free access for many products. The USMCA still requires approval from the United States Congress, Mexico's Senate, and Canada's Parliament before it takes effect. In addition, the USMCA is still undergoing a legal review which could result in further negotiations and modifications of certain provisions. It is uncertain what the outcome of the Congressional approval process, legal review, and any further negotiations will be, but it is possible that revisions to the USMCA or failure to secure Congressional or other approvals could adversely affect our business, financial condition, and results of operations.

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Equipment failures or extensive damage to our facilities, including as might occur as a result of natural disasters, could lead to production, delivery, 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 in the U.S. and Mexico. 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, delivery, 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 emergency response and 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 not otherwise contractually mitigated by favorable force majeure provisions 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. 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.

Our railcar manufacturing and leasing businesses are regulated by multiple governmental regulatory agencies such as the USEPA; TC; the USDOT and the administrative agencies it oversees, including the FRA, the PHMSA, and the Research and Special Programs Administration; Mexico's Agencia Reguladora del Transporte Ferroviario; Mexico's Secretaria de Comunicaciones y Transportes; and industry authorities such as the AAR. All such agencies and authorities promulgate rules, regulations, specifications, and operating standards affecting railcar design, configuration, and mechanics; maintenance, and rail-related safety standards for railroad equipment, tracks, and operations, including the packaging and transportation of hazardous, flammable, explosive, and toxic materials.

Revised regulations implemented in 2015 pertaining to the transportation of flammable materials by rail remain in effect. These regulatory changes materially impact: the rail industry as a whole; railroad operations; older and newer tank railcars that met or exceeded prior regulatory requirements and standards; future tank railcar specifications; and market decisions relative to capital investment in rail products.

Our highway products business is subject to regulation by the USDOT, the FHWA, and various state highway departments and administrative agencies. These organizations, with participation from AASHTO, establish certain specifications, product testing criteria, and performance standards related to the manufacture of our highway products.

Our operations are also subject to regulation of health and safety matters by the U.S. Occupational Safety and Health Administration and Mexico's Secretaria del Trabajo y Prevision Social. 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.

Future regulatory changes or the determination that our products or processes are not in compliance with applicable requirements, rules, regulations, specifications, standards, or product testing criteria might result in additional operating expenses, administrative fines or penalties, product recalls or loss of business that could have a material adverse effect on our financial condition and operations.

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Some of our customers place orders for our products (i) in reliance on their ability to utilize tax benefits or tax credits such as accelerated depreciation, or (ii) to utilize federal-aid programs that allow for purchase price reimbursement or other government funding or subsidies, any of which benefits, credits, or programs could be discontinued or allowed to expire without extension thereby reducing demand for certain of our products.

There is no assurance that the U.S. government will reauthorize, modify, or otherwise not allow the expiration of such tax benefits, tax credits, subsidies, or federal-aid programs that may include funding of the purchase or purchase price reimbursement of certain of our products. In instances where such benefits, credits, subsidies, or programs are allowed to expire or are otherwise modified or discontinued, 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 may 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, 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, the use of railcars may decline in favor of other more economic transportation modalities or the number of railcars needed to transport current or an increasing volume of goods may decline. Features and functionality specific to certain railcar types could result in those railcars becoming obsolete as customer requirements for freight delivery change or as regulatory mandates are promulgated that affect railcar design, configuration, and manufacture.

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. Some scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases (“GHGs”) which include carbon dioxide and methane, may be contributing to warming of the Earth’s atmosphere and other climate changes. Additionally, we periodically review the potential challenges and opportunities for the Company that climate change policy and legislation may pose. 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.

In response to an emerging scientific and political consensus, legislation and new rules to regulate emission of GHGs has been introduced in numerous state legislatures, the U.S. Congress, and by the USEPA. Some of these proposals would require industries to meet stringent new standards that may require substantial reductions in carbon emissions. While Trinity cannot assess the direct impact of these or other potential regulations, it does recognize that new climate change protocols could affect demand for its products and/or affect the price of materials, input factors, and manufactured components. Potential opportunities could include greater demand for certain types of railcars, while potential challenges could include decreased demand for certain types of railcars or other products and higher energy costs. Other adverse consequences of climate change could include an increased frequency of severe weather events and rising sea levels that could affect operations at our manufacturing facilities, the price of insuring company assets, or other unforeseen disruptions of the Company’s operations, systems, property, or equipment. Ultimately, 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 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

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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, the Public Company Accounting Oversight Board, 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 of the Consolidated Financial Statements.

Shortages of skilled labor could adversely impact our operations.

We depend on skilled labor in the manufacture, maintenance, 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. We are required to disclose to the IRS as part of our tax returns 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 trade secret or other proprietary needs and expectations and, therefore, our future operations, profitability, and competitive position.

We rely on information technology infrastructure and architecture, including hardware, network, software, people, and processes to provide useful and confidential information to conduct our business. This includes correspondence and commercial data and information interchange with customers, suppliers, legal counsel, governmental agencies, and 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, compromised data security, phishing emails, or cybersecurity threat 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, trade secret, or other proprietary or intellectual property that could adversely impact our future results.

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 into which the Company enters 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 result in unexpected claims or otherwise have a material adverse effect on our business, operations, or financial condition.

The use of social and other digital media (including websites, blogs and newsletters) to disseminate false, misleading and/or unreliable or inaccurate data and information about our Company could create unwarranted volatility in our stock price and losses to our stockholders and could adversely affect our reputation, products, business, and operating results.

The number of people relying on social and other digital media to receive news, data, and information is increasing. Social and other digital media can be used by anyone to publish data and information without regard for factual accuracy. The use of social and other digital media to publish inaccurate, offensive, and disparaging data and information coupled with the increasingly frequent use of strong language and hostile expression, may influence the public’s inability to distinguish between what is true and what is false and could obstruct an effective and timely response to correct inaccuracies or falsifications. Such use of social and other

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digital media could result in unexpected and unsubstantiated claims concerning the Company in general or our products, our leadership or our reputation among customers and the public at large, thereby making it more difficult for us to compete effectively, and potentially having a material adverse effect on our business, operations, or financial condition.

Our inability to sufficiently protect our intellectual property rights could adversely affect our business.

Our patents, copyrights, trademarks, service marks, trade secrets, proprietary processes, and other intellectual property are important to our success. We rely on patent, copyright and trademark law, trade secret protection, and confidentiality and/or license agreements with others to protect our intellectual property rights. Our trademarks, service marks, copyrights, patents, and trade secrets may be exposed to market confusion, commercial abuse, infringement, or misappropriation and possibly challenged, invalidated, circumvented, narrowed, or declared unenforceable by countries where our products and services are made available, but where the laws may not protect our intellectual property rights as fully as in the U.S. Such instances could negatively impact our competitive position and adversely affect our business. Additionally, we could be required to incur significant expenses to protect our intellectual property rights.

The price for our common stock is subject to volatility which may result in losses to our shareholders.

During the two year period ended December 31, 2018 , the closing sales price of our stock, as adjusted to give effect to the spin-off of Arcosa, Inc. on November 1, 2018, varied between a high of $27.84 per share and a low of $17.52 per share. Stock price volatility affects the price at which our common stock can be sold and could subject our stockholders to losses. The trading price of our common stock is likely to remain volatile and could fluctuate widely in response to, among other things, the risk factors described in this report and other factors including:


•	actual or anticipated variations in quarterly and annual results of operations;


•	changes in recommendations by securities analysts;


•	changes in composition and perception of the investors who own our stock and other securities;


•	changes in ratings from national rating agencies on publicly or privately owned debt securities;


•	operating and stock price performance of other companies that investors deem comparable to us;


•	news reports relating to trends, concerns and other issues in the industries in which we operate;


•	actual or expected economic conditions that are perceived to affect our Company;


•	perceptions in the marketplace regarding us and/or our competitors;


•	fluctuations in prices of commodities that our customers produce and transport;


•	significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors;


•	changes in government regulations and policies and interpretations of those regulations and policies;


•	shareholder activism; and


•	dissemination of false or misleading statements through the use of social and other media to discredit our Company, disparage our products, or to harm our reputation.

Additionally, in the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation has often been initiated. Any such litigation could result in substantial costs and a diversion of management’s attention and resources. We cannot predict the outcome of any such litigation. The initiation of any such litigation or an unfavorable result could have a material adverse effect on our financial condition and results of operations. See Note 18 of the Consolidated Financial Statements for more detailed information on any material pending legal proceedings other than ordinary routine litigation incidental to our business, including the current status of the Company's Highway Products litigation.

Risks Related to the Spin-Off of Arcosa

We may not achieve some or all of the expected benefits of the spin-off, and the spin-off may adversely affect our business.

We may not be able to achieve the full strategic and financial benefits expected to result from the spin-off, or such benefits may be delayed or not occur at all. The spin-off is expected to provide the following benefits, among others:


•	allow us to more effectively pursue our own distinct operating priorities and strategies, and enable our management to pursue opportunities for long-term growth and profitability, and to recruit, retain and motivate employees pursuant to compensation policies which are appropriate for our lines of business;


•	permit us to concentrate our financial resources solely on our own operations, providing greater flexibility to invest capital in our business in a time and manner appropriate for our distinct strategy and business needs; and


•	enable investors to evaluate the merits, performance and future prospects of our businesses and to invest in us separately based on these distinct characteristics.

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We may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (a) the spin-off has required, and the related transition requires, significant amounts of management's time and effort, which could otherwise have been spent operating and growing our business; (b) following the spin-off, Trinity's stock price may be more susceptible to market fluctuations and other events particular to one or more of Trinity's products than if Arcosa were still a part of Trinity; and (c) following the spin-off, our operational and financial profiles have changed such that our diversification of revenue sources has diminished, and our results of operations, cash flows, working capital, and financing requirements may be subject to increased volatility than prior to the spin-off. Additionally, we may experience unanticipated competitive developments, including changes in the conditions of our rail-related businesses' market that could negate the expected benefits from the spin-off. In addition, we have incurred one-time costs in connection with the spin-off that may negate some of the benefits we expect to achieve. If we do not realize some or all of the benefits expected to result from the spin-off, or if such benefits are delayed, the business, financial condition, and results of operations and cash flows of Trinity could be adversely affected.

Either Arcosa or Trinity may fail to perform under various transaction agreements that were executed as part of the spin-off.

Arcosa and Trinity have entered into certain agreements, including a separation and distribution agreement, a transition services agreement, and certain other agreements, which provide for the performance by each company for the benefit of the other for a period of time after the spin-off. If either company is unable to satisfy its obligations under these agreements, including its indemnification obligations, the other company could incur operational difficulties or losses.

Potential indemnification liabilities to Arcosa pursuant to the separation and distribution agreement could materially and adversely affect Trinity's business, financial condition, results of operations and cash flows.

The separation and distribution agreement, among other things, provides for indemnification obligations designed to make Trinity financially responsible for certain liabilities that may exist relating to its business activities. If Trinity is required to indemnify Arcosa under the circumstances set forth in the separation and distribution agreement, Trinity may be subject to substantial liabilities.

In connection with the spin-off, Arcosa agreed to indemnify Trinity for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Trinity against the full amount of such liabilities, or that Arcosa's ability to satisfy its indemnification obligation will not be impaired in the future.

Arcosa agreed to indemnify Trinity for certain liabilities. However, third parties could also seek to hold Trinity responsible for liabilities that Arcosa has agreed to assume, and there can be no assurance that the indemnity from Arcosa will be sufficient to protect Trinity against the full amount of such liabilities, or that Arcosa will be able to fully satisfy its indemnification obligations. In addition, insurers may attempt to deny coverage to Trinity for liabilities associated with certain occurrences of indemnified liabilities prior to the spin-off.

If the distribution of shares of Arcosa, together with certain related transactions, does not qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, Trinity stockholders at the time of the distribution and Trinity could be subject to significant tax liability.

In connection with the distribution of shares in Arcosa, we obtained a private letter ruling from the IRS (the "IRS Ruling") and opinions from tax advisors (the "Tax Opinions"), in each case substantially to the effect that, among other things, the distribution of shares in Arcosa, together with certain related transactions, qualify as tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). The IRS Ruling and the Tax Opinions rely on certain facts, assumptions, representations, and undertakings from Trinity and Arcosa , including those regarding the past and future conduct of the companies' respective businesses and other matters. Notwithstanding the IRS Ruling and the Tax Opinions, the IRS could determine that the distribution or any such related transaction is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated, or that the distribution should be taxable for other reasons, including if the IRS were to disagree with the conclusions in the Tax Opinions that are not covered by the IRS Ruling.

If the distribution is determined to be taxable for U.S. federal income tax purposes, a stockholder of Trinity that has received shares of Arcosa common stock in the distribution would be treated as having received a distribution of property in an amount equal to the fair value of such Arcosa shares on the distribution date and could incur significant income tax liabilities. Such distribution would be taxable to such stockholder as a dividend to the extent of Trinity's current and accumulated earnings and profits. Any amount that exceeded Trinity's earnings and profits would be treated first as a non-taxable return of capital to the extent of such stockholder’s tax basis in its shares of Trinity stock, with any remaining amount being taxed as capital gain. Trinity would recognize a taxable gain in an amount equal to the excess, if any, of the fair market value of the shares of Arcosa common stock held by Trinity on the distribution date over Trinity's tax basis in such shares. In addition, if certain related transactions fail to qualify for tax-free treatment under federal, state and local tax law and/or foreign tax law, Trinity could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.

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The spin-off and related internal restructuring transactions may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The spin-off could be challenged under various state and federal fraudulent conveyance laws. Fraudulent conveyances or transfers are generally defined to include transfers made or obligations incurred with the actual intent to hinder, delay, or defraud current or future creditors or transfers made or obligations incurred for less than reasonably equivalent value when the debtor was insolvent, or that rendered the debtor insolvent, inadequately capitalized, or unable to pay its debts as they become due. An unpaid creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by us or Arcosa or any of our respective subsidiaries) may bring a lawsuit alleging that the spin-off or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning Arcosa’s assets or Arcosa’s shares and subject us to liability.

The distribution of Arcosa common stock is also subject to state corporate distribution statutes. Under the Delaware General Corporation Law ("DGCL"), a corporation may only pay dividends to its stockholders either (i) out of its surplus (net assets minus capital) or (ii) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Although Trinity made the distribution of Arcosa common stock entirely out of surplus, Trinity cannot ensure that a court would reach the same conclusion in determining the availability of funds for the separation and the distribution to our stockholders.

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 ⁽¹⁾		Approximate Square Feet Located In ⁽¹⁾
	Owned	Leased	U.S.	Mexico
Rail Products Group ⁽²⁾	5,117,500	133,000	3,159,000	2,091,500
All Other ⁽²⁾	1,028,500	81,600	1,110,100	—
Corporate Offices	211,000	13,600	217,000	7,600
	6,357,000	228,200	4,486,100	2,099,100

(1) Excludes non-operating facilities and facilities classified as discontinued operations

(2) Estimated weighted average production capacity utilization was approximately 80% for the year ended December 31, 2018

Item 3. Legal Proceedings.

See Note 18 of the Consolidated Financial Statements.

Item 4. Mine Safety Disclosures

This information is required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K and is included in Exhibit 95 to this Form 10-K. The business activities which give rise to these disclosures pertain to certain of our infrastructure-related businesses, which were transferred to Arcosa in connection with the spin-off transaction; therefore, the information included in Exhibit 95 reflects only the portion of the year for which such businesses were under Trinity's ownership.

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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”. Our transfer agent and registrar as of December 31, 2018 was American Stock Transfer & Trust Company.

Holders

At January 31, 2019, we had 1,697 record holders of common stock. The par value of the common stock is $0.01 per share.

Stock 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 our cumulative total stockholder return (assuming reinvestment of dividends) during the five-year period ended December 31, 2018 with an overall stock market index (New York Stock Exchange Composite Index) and our peer group index (Dow Jones US Commercial Vehicles & Trucks Index). For 2018, we elected to add the S&P MidCap 400 to the graph below. We believe this is a meaningful data point as the Company's common stock is included in this index. Additionally, the S&P MidCap 400 is used in measuring the Company's relative total stockholder return for purposes of determining the performance of certain stock awards granted in 2018. The data in the graph assumes $100 was invested on December 31, 2013. For the purpose of this graph, historical stock prices of Trinity prior to the spin-off of Arcosa have been adjusted to reflect the impact of the spin.



	2013	2014	2015	2016	2017	2018
Trinity Industries, Inc.	100	104	90	107	146	110
Dow Jones US Commercial Vehicles & Trucks Index	100	104	79	113	166	139
New York Stock Exchange Composite Index	100	107	103	115	137	125
S&P MidCap 400	100	110	107	130	151	134

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Issuer Purchases of Equity Securities N EED

This table provides information with respect to purchases by the Company of shares of its common stock during the quarter ended December 31, 2018 :



Period	Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share ^{(1) (3)}		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, 2018 through October 31, 2018	1,933	$	36.50	—	$	350,005,846
November 1, 2018 through November 30, 2018	12,879,605	$	21.74	12,879,485	$	70,005,842
December 1, 2018 through December 31, 2018	35,422	$	20.45	—	$	70,005,842
Total	12,916,960	$	21.74	12,879,485	$	70,005,842

⁽¹⁾ These columns include the following transactions during the three months ended December 31, 2018 : (i) the surrender to the Company of 37,107 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees, (ii) the purchase of 368 shares of common stock by the Trustee for assets held in a non-qualified employee profit-sharing plan trust, and (iii) the purchase of 12,879,485 shares of common stock as part of our accelerated share repurchase program as further described below.

⁽²⁾ In December 2017 , our Board of Directors authorized a $500 million share repurchase program effective January 1, 2018 through December 31, 2019 . On November 16, 2018, we entered into an accelerated share repurchase program (the "ASR Program") to repurchase $350 million of the Company's common stock. The $350 million notional value of the ASR Program represents the entire remaining amount that was available to us under our existing share repurchase program. During the three months ended December 31, 2018 , 12,879,485 shares were repurchased at a cost of approximately $280.0 million , representing approximately 80% of the notional value of the ASR Program. The final number of shares to be repurchased will be based on Trinity's volume-weighted average stock price, less a discount, during the term of the ASR Program, which is expected to be completed by the end of the first quarter of 2019. The approximate dollar value of shares that were eligible to be repurchased is shown as of the end of such month or quarter.

⁽³⁾ The decline in average price paid per share from October to November reflects the decrease in the Company's stock price that occurred on November 1, 2018 to give effect to the spin-off of Arcosa.

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Item 6. Selected Financial Data.

The following selected financial data for the five years ended December 31, 2018 has been derived from our audited consolidated financial statements. The operating results and certain other directly attributable expenses related to the businesses transferred to Arcosa in connection with the spin-off, which was completed on November 1, 2018, are reflected as discontinued operations in the table below for all periods presented. This selected financial data should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and the Notes thereto.



	Year Ended December 31,
	2018			2017			2016			2015			2014
	(in millions, except percent and per share data)
Statement of Operations Data:
Revenues	$	2,509.1		$	2,397.4		$	3,089.8		$	4,602.3		$	4,519.1
Operating profit	315.1			368.3			478.9			1,068.6			953.7
Income from continuing operations before income taxes	151.6			195.4			310.0			880.5			765.8
Provision (benefit) for income taxes ⁽¹⁾	42.6			(414.8		)	106.8			295.5			253.3
Income from continuing operations	109.0			610.2			203.2			585.0			512.5
Income from discontinued operations, net of provision for income taxes of $30.7, $73.1, $95.2, $130.7, and $101.5 ⁽²⁾	54.1			103.4			161.5			241.0			196.8
Net income	$	163.1		$	713.6		$	364.7		$	826.0		$	709.3
Net income attributable to Trinity Industries, Inc.	$	159.3		$	702.5		$	343.6		$	796.5		$	678.2
Net income attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	0.72		$	3.94		$	1.19		$	3.58		$	3.08
Discontinued operations	$	0.37		$	0.68		$	1.06		$	1.56		$	1.27
	$	1.09		$	4.62		$	2.25		$	5.14		$	4.35
Diluted:
Continuing operations	$	0.70		$	3.85		$	1.19		$	3.54		$	2.97
Discontinued operations	$	0.37		$	0.67		$	1.06		$	1.54		$	1.22
	$	1.07		$	4.52		$	2.25		$	5.08		$	4.19
Weighted average number of shares outstanding:
Basic	144.0			148.6			148.4			150.2			151.0
Diluted	146.4			152.0			148.6			152.2			156.7
Dividends declared per common share	$	0.52		$	0.50		$	0.44		$	0.43		$	0.375

Balance Sheet Data:
Total assets ⁽³⁾	$	7,989.2		$	9,543.2		$	9,125.3		$	8,885.9		$	8,695.3
Debt - recourse	$	397.4		$	866.3		$	850.6		$	836.2		$	822.8
Debt - non-recourse	$	3,631.8		$	2,375.6		$	2,206.0		$	2,358.7		$	2,691.0
Stockholders' equity ⁽⁴⁾	$	2,562.0		$	4,858.0		$	4,311.1		$	4,048.7		$	3,397.4
Ratio of total debt to total capital ⁽⁴⁾	61.1		%	40.0		%	41.5		%	44.1		%	50.8		%
Book value per share	$	19.23		$	32.21		$	28.34		$	26.50		$	21.83

___________________________

(1)

As a result of the Tax Cuts and Jobs Act (the "Tax Act"), which was enacted on December 22, 2017, income tax expense for the year ended December 31, 2017 includes a provisional net benefit of $476.2 million or $3.06 per common diluted share associated with the remeasurement of the Company's deferred tax assets and deferred tax liabilities and the impact of certain other provisions of the Tax Act. Income tax expense for the year ended December 31, 2018 reflects the lower U.S. federal corporate income tax rate of 21% in comparison to a U.S. federal corporate income tax rate of 35% for the years ended December 31, 2014 to December 31, 2017. See Note 13 of the Consolidated Financial Statements for further information.


(2)	Income from discontinued operations for the years ended December 31, 2018 and 2017 includes transaction costs and certain other expenses directly attributable to the Arcosa spin-off of $31.2 million and $14.2 million , respectively.


(3)	The decrease in total assets from December 31, 2017 to December 31, 2018 is primarily attributable to the spin-off of Arcosa on November 1, 2018.


(4)	In connection with the spin-off of Arcosa, which was completed on November 1, 2018, we recorded a reduction to stockholders' equity of approximately $1,732.2 million , representing the distribution of the net assets of Arcosa to Trinity's shareholders.

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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 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. and its consolidated subsidiaries own businesses that are leading providers of rail transportation products and services in North America. Our rail-related businesses market their railcar products and services under the trade name TrinityRail ^® . The TrinityRail integrated business platform provides railcar leasing and management services, railcar manufacturing, and railcar maintenance and modification services. We also own businesses engaged in the manufacturing of products used on the nation's roadways and in traffic control, as well as a transportation business that provides support services to Trinity and a variety of other industrial manufacturers.

Following the Arcosa spin-off, Trinity now reports its financial results in three principal business segments: the Railcar Leasing and Management Services Group, the Rail Products Group, and the All Other Group. Our All Other segment includes the results of our highway products business, which was previously reported within our former Construction Products Group. Additionally, our heads business, which was previously reported in our former Energy Equipment Group, is now included within the Rail Products Group. Further, our axles and couplers businesses were previously included in our Rail Products Group and were transferred to Arcosa in connection with the spin-off.

Arcosa's results of operations have been presented as discontinued operations for all periods presented in this Annual Report on this Form 10-K. Additionally, all intersegment sales between Arcosa and us, previously recorded as intersegment sales and eliminated in consolidation prior to the Arcosa spin-off, are now reflected as third-party sales that, along with their related costs, are no longer eliminated in consolidation.

All segment results set forth herein have been recast to present results on a comparable basis.

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Executive Summary

Financial and Operational Highlights


•	Our revenues for the year ended December 31, 2018 were $2,509.1 million representing an increase of 4.7% , compared to the year ended December 31, 2017 . Although we experienced improvements in railcar orders and deliveries in 2018, marketplace conditions put downward pressure on pricing for certain railcar types.


•	Total railcar backlog at December 31, 2018 was $3,647.6 million, compared to $2,164.2 million at December 31, 2017 . The Rail Products Group received railcar orders of 28,795 and delivered 20,105 railcars in 2018 , in comparison to railcar orders of 12,900 and railcar deliveries of 18,395 in 2017.


•	The Railcar Leasing and Management Services Group (the "Leasing Group") reported additions to the wholly-owned and partially-owned lease fleet of 10,625 railcars in 2018, for a total of 99,215 railcars as of December 31, 2018, an increase of 12%.


•	The Leasing Group's lease fleet of 99,215 company-owned rail cars was 98.5% utilized as of December 31, 2018 , in comparison to a lease fleet utilization of 96.8% on 88,590 company-owned railcars as of December 31, 2017. Our company-owned railcars includes wholly-owned, partially-owned, and railcars under sale-leaseback arrangements.


•	For 2018, after taking into account deferred profit on new railcar additions, modifications to the lease fleet, and the proceeds from the sales of leased railcars, we made a net investment in our lease fleet of approximately $948.3 million .

See "Consolidated Results of Operations" and "Segment Discussion" below for additional information regarding our operating results.

Debt and Capital Allocation Updates

•

In November 2018, we entered into an accelerated share repurchase program (the "ASR Program") to repurchase $350 million of the Company's common stock. The $350 million notional value of the ASR Program represents the entire remaining amount that was available to us under our existing share repurchase program. As of December 31, 2018, approximately 12.9 million shares have been delivered to us, representing approximately 80% of the total notional value of the ASR Program. The ASR Program is expected to be completed by the end of the first quarter of 2019, at which time the remaining shares will be delivered to the Company.

•

In November 2018, Trinity Rail Leasing 2017 LLC ("TRL-2017"), a Delaware limited liability company and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, entered into an Amended and Restated Term Loan Agreement to increase the aggregate amount of the term loan from $302.4 million under the Original Loan Agreement to $663.0 million and to extend the maturity date by approximately eighteen months to November 8, 2025. The proceeds from the expansion of TRL-2017 were used to fund the ASR Program described above.


•	In November 2018, we amended and restated our prior credit agreement, dated as of May 20, 2015 (as amended from time to time). The amended and restated Credit Agreement provides for a $450.0 million unsecured revolving line of credit with an extended maturity date of November 1, 2023.

•

In June 2018, Trinity Rail Leasing 2018 LLC ("TRL-2018"), a Delaware limited liability company and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $482.5 million of TRL-2018 Secured Railcar Equipment Notes. These notes have an ultimate maturity date of 2048. The net proceeds received from the transaction were used to repay a portion of the conversion settlement value of our convertible subordinated notes that were called for redemption at par on June 1, 2018 as described further below.

•

In April 2018, the Company issued a Notice of Redemption with respect to our then outstanding 3 7/8% convertible senior notes (the "Convertible Notes") to redeem these notes on June 1, 2018. Pursuant to the terms of the indenture governing these notes, the settlement of these notes submitted for conversion occurred on various dates between May 30, 2018 and July 3, 2018 and were settled in cash, at our election, for an aggregate cash amount of approximately $646.6 million . Following the redemption and settlement of the conversions, there were no Convertible Notes outstanding under the indenture, and the indenture was satisfied and discharged in accordance with its terms.

See "Liquidity and Capital Resources" below for further information regarding these activities.

Litigation Updates

See Note 18 of the Consolidated Financial Statements for an update on the status of the Company's Highway Products litigation.

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Subsequent Events

•

As previously disclosed, our Leasing Group leased railcars from certain independent owner Trusts under operating leases, which contained an option to purchase the railcars at a predetermined fixed price in 2019. In January 2018, the Leasing Group provided the Trusts with an irrevocable twelve-month notice of intent to exercise their option to purchase all of the Trusts' railcars. We completed the purchase in January 2019 at a purchase price of $218.4 million. As a result, 6,779 railcars previously under lease are now wholly owned by our Leasing Group. The purchase was funded using cash on hand and borrowings available to us under our revolving credit facility.

Cyclical Trends Impacting Our Business

The industries in which we operate are cyclical in nature. Weaknesses in certain sectors of the U.S. and global economy may make it more difficult to sell or lease certain types of railcars. Additionally, adverse changes in commodity prices or lower demand for certain commodities could result in a decline in customer demand for various types of railcars. We continuously assess demand for our products and services and take steps to align our manufacturing capacity appropriately and rationalize and diversify our leased railcar portfolio. Due to their transactional nature, railcar sales from the lease fleet are the primary driver of fluctuations in results in the Railcar Leasing and Management Services Group. Results in our All Other Group are affected by seasonal fluctuations, with the second and third quarters historically being the quarters with the highest revenues.

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Consolidated Results of Operations

The following table summarizes our consolidated results of operations for the years ended December 31, 2018 , 2017 and 2016 :



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Revenue	$	2,509.1		$	2,397.4		$	3,089.8
Cost of revenues	1,938.8			1,775.2			2,312.0
Selling, engineering, and administrative expenses	296.6			339.3			313.9
Gains on disposition of property	41.4			85.4			15.0
Total operating profit	315.1			368.3			478.9
Interest expense, net	167.4			173.6			176.6
Other, net	(3.9		)	(0.7		)	(7.7		)
Income before income taxes	151.6			195.4			310.0
Provision (benefit) for income taxes	42.6			(414.8		)	106.8
Income from continuing operations	$	109.0		$	610.2		$	203.2

Revenue

The tables below present revenue by segment for the years ended December 31, 2018 , 2017 and 2016 :



	Year Ended December 31, 2018
	Revenues								Percent Change 2018 versus 2017
	External		Intersegment			Total			Percent Change 2018 versus 2017
	($ in millions)
Railcar Leasing and Management Services Group	$	842.0	$	0.8		$	842.8		—	%
Rail Products Group	1,356.4		990.3			2,346.7			14.8
All Other	310.7		50.6			361.3			8.5
Segment Totals before Eliminations	2,509.1		1,041.7			3,550.8			10.3
Eliminations – Lease subsidiary ⁽¹⁾	—		(990.0		)	(990.0		)
Eliminations – Other	—		(51.7		)	(51.7		)
Consolidated Total	$	2,509.1	$	—		$	2,509.1		4.7

	Year Ended December 31, 2017
	Revenues								Percent Change 2017 versus 2016
	External		Intersegment			Total			Percent Change 2017 versus 2016
	($ in millions)
Railcar Leasing and Management Services Group	$	842.2	$	1.0		$	843.2		2.0	%
Rail Products Group	1,254.5		789.5			2,044.0			(32.5	)
All Other	300.7		32.4			333.1			(6.6	)
Segment Totals before Eliminations	2,397.4		822.9			3,220.3			(23.5	)
Eliminations – Lease subsidiary ⁽¹⁾	—		(788.6		)	(788.6		)
Eliminations – Other	—		(34.3		)	(34.3		)
Consolidated Total	$	2,397.4	$	—		$	2,397.4		(22.4	)

	Year Ended December 31, 2016
	Revenues
	External		Intersegment			Total
	($ in millions)
Railcar Leasing and Management Services Group	$	824.9	$	2.1		$	827.0
Rail Products Group	1,954.5		1,073.3			3,027.8
All Other	310.4		46.3			356.7
Segment Totals before Eliminations	3,089.8		1,121.7			4,211.5
Eliminations – Lease subsidiary ⁽¹⁾	—		(1,070.4		)	(1,070.4		)
Eliminations – Other	—		(51.3		)	(51.3		)
Consolidated Total	$	3,089.8	$	—		$	3,089.8

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Operating Costs

Operating costs are comprised of cost of revenues; selling, engineering, and administrative costs; and gains or losses on property disposals. Operating costs by segment for the years ended December 31, 2018 , 2017 and 2016 were as follows:



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Railcar Leasing and Management Services Group	$	491.7		$	398.7		$	466.9
Rail Products Group	2,174.6			1,847.7			2,578.4
All Other	325.6			331.7			355.2
Segment Totals before Eliminations and Corporate Expenses	2,991.9			2,578.1			3,400.5
Corporate	149.0			175.1			153.0
Eliminations – Lease subsidiary ⁽¹⁾	(894.9		)	(692.1		)	(889.7		)
Eliminations – Other	(52.0		)	(32.0		)	(52.9		)
Consolidated Total	$	2,194.0		$	2,029.1		$	2,610.9

Operating Profit

Operating profit by segment for the years ended December 31, 2018 , 2017 and 2016 was as follows:



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Railcar Leasing and Management Services Group	$	351.1		$	444.5		$	360.1
Rail Products Group	172.1			196.3			449.4
All Other	35.7			1.4			1.5
Segment Totals before Eliminations and Corporate Expenses	558.9			642.2			811.0
Corporate	(149.0		)	(175.1		)	(153.0		)
Eliminations – Lease subsidiary ⁽¹⁾	(95.1		)	(96.5		)	(180.7		)
Eliminations – Other	0.3			(2.3		)	1.6
Consolidated Total	$	315.1		$	368.3		$	478.9

⁽¹⁾ Historically, the Eliminations - Lease subsidiary line has included only railcar shipments from the Rail Products Group to the Leasing Group; however, beginning January 1, 2018, we elected to include the sales from our maintenance services business, previously reflected in Eliminations - Other, in the Eliminations - Lease subsidiary line. Previously reported amounts have been recast to conform to the current presentation.

Discussion of Consolidated Results

Revenue — Our revenues for 2018 were $ 2,509.1 million , representing an increase of $111.7 million , or 4.7% , over last year. The increase in revenues for 2018 when compared to the previous year resulted primarily from higher railcar sales volumes and an increase in railcar modifications performed by our maintenance services business, partly offset by pricing pressures on certain railcar types. Our revenues for 2017 were $2,397.4 million , representing a decrease of 22.4% when compared with 2016 , primarily as a result of reduced volumes and product mix changes.

Cost of Revenues — Our cost of revenues for 2018 were $ 1,938.8 million , representing an increase of $163.6 million , or 9.2% , over last year. The increase in cost of revenues for 2018 , when compared to the previous year, resulted primarily from higher volumes in our railcar manufacturing and maintenance services businesses and increased depreciation expense associated with the growth of our lease fleet. Cost of revenues for 2017 were $1,775.2 million , representing a decrease of $536.8 million , or 23.2% , over 2016 , primarily driven by reduced volumes.

Selling, engineering, and administrative expenses — Selling, engineering, and administrative expenses decreased by 12.6% for the year ended December 31, 2018 , when compared to the prior year primarily due to a reduction in litigation-related expenses. Selling, engineering, and administrative expenses increased by 8.1% for the year ended December 31, 2017 , when compared to the prior year primarily due to higher performance-related compensation and litigation-related expenses.

Gains on disposition of property — Gains on disposition of property decreased by $44.0 million , or 51.5% , for the year ended December 31, 2018 , when compared to the prior year primarily due to lower sales of leased railcars, as well as a non-cash charge of $12.6 million associated with our election to forego the early purchase options contained in certain lease agreements. Gains on the disposition of property increased by $70.4 million for the year ended December 31, 2017 , primarily due to higher sales of leased railcars in 2017 when compared to 2016 .

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Operating profit — Operating profit for 2018 totaled $315.1 million , representing a decrease of 14.4% from prior year. The decrease in operating profit for 2018 when compared to 2017 resulted primarily from pricing pressures on certain railcar types in our railcar manufacturing business and lower lease rates in our leasing business. The decrease in operating profit was slightly offset by a reduction in selling, engineering and administrative expenses, and higher volumes and operating efficiencies in our Rail Products Group. Operating profits for the year ended December 31, 2017 totaled $368.3 million , representing a decrease of 23.1% from the prior year. The decrease in operating profit for 2017 was primarily driven by lower shipment volumes, partly offset by a higher volume of sales of leased railcars and higher leasing and management operating profit as a result of growth in the lease fleet.

For further information regarding the operating results of individual segments, see "Segment Discussion" below.

Interest Expense, Net — Interest expense, net for 2018 totaled $167.4 million , compared to $173.6 million for 2017 .

Other, Net — We reported income in other, net of $3.9 million in 2018 , representing an increase of $3.2 million over 2017 . The increase was primarily due to lower net periodic benefit costs associated with our company-sponsored pension plans.

Income Taxes — The effective tax expense (benefit) rates for the years ended December 31, 2018, 2017 , and 2016 were 28.1% , (212.2)% , and 34.5% , respectively. The effective tax rate for 2018 reflects the lower 21% federal statutory rate that took effect January 1, 2018 in connection with the Tax Cuts & Jobs Act (the "Tax Act"). The 2018, 2017, and 2016 effective tax rates differ from the federal tax rate of 21%, 35%, and 35%, respectively, as the effective tax rates include the impacts of state income tax expense, income attributable to the noncontrolling interests in partially-owned leasing subsidiaries for which no income tax expense is provided, excess tax deficiencies (benefits) related to equity compensation, the completion of income tax audits that resulted in a net tax benefit and certain other differences.

Income tax payments, net of refunds, differ from the current provision primarily based on when estimated tax payments were due as compared to when the related income was earned and taxable. Our consolidated income tax position was a net receivable of $38.4 million and $20.2 million from federal, state, and foreign jurisdictions at December 31, 2018 and 2017 , respectively. Income tax payments (refunds) during the years ended December 31, 2018 , 2017 , and 2016 totaled $4.1 million , $(79.9) million , and $(65.5) million , respectively.

See Note 13 of the Consolidated Financial Statements for a further discussion of income taxes.

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Segment Discussion

Railcar Leasing and Management Services Group



	Year Ended December 31,									Percent Change
	2018			2017			2016			2018 versus 2017		2017 versus 2016
	($ in millions)
Revenues:
Leasing and management	$	728.9		$	743.6		$	700.9		(2.0	)%	6.1	%
Sale of railcars owned one year or less at the time of sale	113.9			99.6			126.1			*		*
Total revenues	$	842.8		$	843.2		$	827.0		—		2.0

Operating profit:
Leasing and management	$	291.8		$	341.3		$	312.5		(14.5	)	9.2
Railcar sales:
Railcars owned one year or less at the time of sale	21.5			19.7			34.1			*		*
Railcars owned more than one year at the time of sale	50.4			83.5			13.5			*		*
Property disposition losses ⁽¹⁾	(12.6		)	—			—			*		*
Total operating profit	$	351.1		$	444.5		$	360.1		(21.0	)	23.4
Total operating profit margin	41.7		%	52.7		%	43.5		%

Leasing and management operating profit margin:	40.0		%	45.9		%	44.6		%

Selected expense information ⁽²⁾ :
Depreciation	$	196.6		$	172.3		$	156.2		14.1		10.3
Maintenance and compliance	$	99.3		$	96.4		$	104.3		3.0		(7.6	)
Rent	$	42.4		$	39.9		$	39.3		6.3		1.5
Selling, engineering, and administrative expenses	$	51.1		$	50.7		$	45.4		0.8		11.7
Interest	$	142.3		$	125.8		$	125.2		13.1		0.5

* Not meaningful

(1) Property disposition losses include a non-cash charge of $12.6 million associated with our election to forego the early purchase options contained in certain lease agreements.

(2) Depreciation, maintenance and compliance, rent, and selling, engineering, and administrative expenses are components of operating profit. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profits of the Leasing Group resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

Total revenues for the Railcar Leasing and Management Services Group were substantially unchanged for the year ended December 31, 2018 when compared to 2017 . Revenues attributable to sales of leased railcars owned one year or less were higher in 2018 when compared to 2017, due to a higher volume of railcars sold partially offset by a change in the mix of the types of cars sold from the fleet. Additionally, leasing and management revenues decreased 2.0% for the year ended December 31, 2018 when compared to 2017 , primarily as a result of lower average rental rates, as well as lower lease fleet management advisory fees earned in the current year, partially offset by growth in the lease fleet.

Total revenues increased by 2.0 % for the year ended December 31, 2017 compared to 2016 primarily due to growth in leasing and management revenues, partially offset by a lower volume of sales of leased railcars owned one year or less. Leasing and management revenues increased 6.1% due primarily to growth in the lease fleet, higher lease fleet management advisory fees, and a cancellation fee received in October 2017, partially offset by the effect of lower average rental rates.

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During the years ended December 31, 2018 , 2017 , and 2016 the Leasing Group received total proceeds from the sale of leased railcars as follows:



	Year Ended December 31,
	2018		2017		2016
	(in millions)
Leasing Group:
Sales of railcars owned one year or less at the time of sale	$	113.9	$	99.6	$	126.1
Railcars owned more than one year at the time of sale	230.5		360.7		37.7
Rail Products Group	—		—		8.1
	$	344.4	$	460.3	$	171.9

Operating profit decreased by 21.0% for the year ended December 31, 2018 compared to 2017 , primarily due to a decline in operating profit attributable to our leasing and management services business. This decrease of 14.5% was primarily the result of higher depreciation and maintenance and compliance expenses associated with the growth of the lease fleet, lower average rental rates, and lower lease fleet management advisory fees earned in comparison to the prior year. Additionally, segment operating profit was impacted by a decrease in sales of railcars owned more than one year at the time of sale, a change in the mix of of the types of railcars sold from the fleet, and a non-cash charge of $12.6 million associated with our election to forego the early purchase options contained in certain lease agreements.

Operating profit increased by 23.4% for the year ended December 31, 2017 compared to 2016 primarily due to a higher volume of sales of leased railcars. Leasing and management operating profit for the year ended December 31, 2017 increased by 9.2% due to growth in the lease fleet, higher lease fleet management advisory fees, and lower fleet maintenance and compliance expense.

The Leasing Group generally uses its non-recourse warehouse loan facility or cash to provide initial funding for a portion of the purchase price of the railcars. After initial funding, the Leasing Group may obtain 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; long-term recourse debt such as equipment trust certificates; long-term non-recourse promissory notes; or third-party equity.

Information regarding the Leasing Group’s lease fleet, managed or owned through its wholly-owned and partially-owned subsidiaries, follows:



	December 31, 2018		December 31, 2017		December 31, 2016
Number of railcars:
Wholly-owned	74,565		63,915		60,440
Partially-owned	24,650		24,675		24,670
	99,215		88,590		85,110
Managed (third-party owned)	21,635		25,460		18,730
	120,850		114,050		103,840

Company-owned railcars ⁽¹⁾ :
Average age in years	9.1		8.7		8.2
Average remaining lease term in years	3.5		3.4		3.5
Fleet utilization	98.5	%	96.8	%	97.6	%

⁽¹⁾ Company-owned railcars includes wholly-owned, partially-owned, and railcars under sale-leaseback arrangements.

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Rail Products Group



	Year Ended December 31,									Percent Change
	2018			2017			2016			2018 versus 2017		2017 versus 2016
	($ in millions)
Revenues:
Rail Products	$	1,996.9		$	1,853.1		$	2,894.4		7.8	%	(36.0	)%
Maintenance services	300.1			145.1			98.9			106.8		46.7
Other	49.7			45.8			34.5			8.5		32.8
Total revenues	2,346.7			2,044.0			3,027.8			14.8		(32.5	)

Operating costs:
Cost of revenues	2,122.8			1,795.5			2,523.2			18.2		(28.8	)
Selling, engineering, and administrative costs	51.8			52.2			55.2			(0.8	)	(5.4	)
Operating profit	$	172.1		$	196.3		$	449.4		(12.3	)	(56.3	)
Operating profit margin	7.3		%	9.6		%	14.8		%

As of December 31, 2018 , 2017 , and 2016 our Rail Products Group backlog of railcars was as follows:



	As of December 31,						Percent Change
	2018		2017		2016		2018 versus 2017		2017 versus 2016
	(in millions)
External Customers	$	2,059.5	$	1,334.7	$	2,156.6
Leasing Group	1,588.1		829.5		850.9
Total	$	3,647.6	$	2,164.2	$	3,007.5	68.5	%	(28.0	)%

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



	Year Ended December 31,									Percent Change
	2018			2017			2016			2018 versus 2017		2017 versus 2016
Beginning balance	22,585			29,220			48,885
Orders received	28,795			12,900			7,825
Shipments	(20,105		)	(18,395		)	(27,240		)
Ending balance ⁽¹⁾	30,875			22,585			29,220
Average selling price in ending backlog	$	118,141		$	95,825		$	102,926		23.3	%	(6.9	)%

⁽¹⁾ The ending backlog figures for the years ended December 31, 2018 , 2017 , and 2016 reflect the removal of 400 , 1,140 , and 250 railcars, respectively, that have not been netted against orders.

Revenues and cost of revenues increased for the year ended December 31, 2018 by 14.8 % and 18.2 %, respectively, when compared to the prior year. These increases primarily resulted from a higher volume of railcar deliveries and product mix changes, partially offset by pricing pressures related to certain railcar types. The increase in revenues was also driven by growth in our maintenance services business.

Revenues decreased for the year ended December 31, 2017 by 32.5 % when compared to 2016 with approximately 94% of the decrease in Rail Products Group revenue resulting from a decrease in unit deliveries with the remainder primarily due to product mix changes. Cost of revenues decreased for the year ended December 31, 2017 by 28.8 % when compared with the prior year primarily due to a decrease in unit deliveries.

Operating profit decreased for the year ended December 31, 2018 by 12.3% when compared to 2017 primarily as a result of pricing pressures for certain railcar types and product mix changes, partially offset by a higher volume of railcar deliveries and growth in our maintenance services business. Selling, engineering, and administrative costs were substantially unchanged for the year ended December 31, 2018 when compared to 2017 .

Operating profit decreased for the year ended December 31, 2017 by 56.3% when compared to 2016 primarily as a result of a decrease in railcar unit deliveries. Additionally, operating profit in 2017 was impacted by changes to pricing and product mix.

Total backlog dollars increased by 68.5% when comparing December 31, 2018 to the prior year, primarily resulting from an increase in railcar unit orders, and a 23.3% higher average selling price on new orders compared to the previous year, driven primarily by changes to the product mix and fluctuations in steel prices. Backlog decreased when comparing 2017 versus 2016 due to unit decreases and lower prices. The average selling price in the backlog at December 31, 2017 was 6.9% lower as compared to the previous year primarily due to pricing and product mix changes. Approximately 64% of our railcar backlog is expected to be delivered during the year ending December 31, 2019 with the remainder to be delivered thereafter into 2023. The orders in our backlog from the Leasing Group are fully supported by lease commitments with external customers. The final amount of backlog

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attributable to the Leasing Group may vary by the time of delivery as customers may choose to purchase railcars from the Rail Products Group rather than lease.

For the year ended December 31, 2018 , railcar shipments included sales to the Leasing Group of $ 876.0 million with a deferred profit of $ 77.2 million , representing 9,013 railcars, compared to $ 732.0 million with a deferred profit of $ 92.0 million , representing 7,745 railcars, in the comparable period in 2017 . For the year ended December 31, 2016 , railcar shipments included sales to the Leasing Group of $ 1,021.9 million with a deferred profit of $ 178.2 million , representing 9,385 railcars. Sales to the Leasing Group and related profits are included in the operating results of the Rail Products Group but are eliminated in consolidation. In 2018 , the Leasing Group purchased 44.8% of our railcar production, compared to 42.1% in 2017 and 34.5% in 2016 .

All Other



	Year Ended December 31,								Percent Change
	2018			2017			2016		2018 versus 2017		2017 versus 2016
	($ in millions)
Revenues:
Highway Products	$	267.8		$	245.8		$	271.3	9.0	%	(9.4	)%
Other	$	93.5		$	87.3		$	85.4	7.1		2.2
Total revenues	$	361.3		$	333.1		$	356.7	8.5		(6.6	)

Operating costs:
Cost of revenues	284.0			271.4			295.0		4.6		(8.0	)
Selling, engineering, and administrative costs	44.6			61.4			60.2		(27.4	)	2.0
Property disposition (gains) losses	(3.0		)	(1.1		)	—		*		*
Operating profit	$	35.7		$	1.4		$	1.5	*		(6.7	)

* Not meaningful

Revenues, cost of revenues, and operating profit increased for the year ended December 31, 2018 compared to 2017 primarily due to higher shipping volumes and changes in the mix of products sold in our highway products portfolio. Cost of revenues increased for the year ended December 31, 2018 by $12.6 million over the prior year primarily due to higher volumes. Included in cost of revenues are insurance recoveries of $11.8 million related to damages previously sustained at two highway products manufacturing facilities, which were partially offset by certain manufacturing inefficiencies in our highway products business. Selling, engineering, and administrative costs decreased 27.4% compared to the previous year primarily as a result of lower litigation related expenses.

Revenues and cost of revenues decreased for the year ended December 31, 2017 compared to 2016 primarily due to lower volumes in our highway products business, partially offset by higher volumes in our other businesses.

Corporate



	Year Ended December 31,						Percent Change
	2018		2017		2016		2018 versus 2017		2017 versus 2016
	($ in millions)
Operating costs	$	149.0	$	175.1	$	153.0	(14.9	)%	14.4	%

The decrease in operating costs for the year ended December 31, 2018 compared to 2017 is primarily due to lower litigation-related expenses and consulting fees, partially offset by higher performance-related incentive compensation costs related to the spin-off.

The increase in operating costs for the year ended December 31, 2017 compared to 2016 is primarily due to higher litigation-related expenses and performance-related incentive compensation costs.

Liquidity and Capital Resources

Overview

We expect to finance future operating requirements with cash, cash equivalents, and short-term marketable securities; cash flows from operations; and short-term debt, long-term debt, and equity. Debt instruments that we have utilized include the TILC warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, non-recourse promissory notes, sale-leaseback transactions, and our revolving credit facility.

As of December 31, 2018 , we had unrestricted cash and cash equivalents balances of $ 179.2 million , and $392.5 million available under our revolving credit facility. Under the TILC warehouse facility, $375.2 million was unused and available as of December 31, 2018 based on the amount of warehouse-eligible, unpledged equipment. We believe we have access to adequate capital resources to fund operating requirements and are an active participant in the capital markets.

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Strategic Activities in 2018 Impacting Liquidity

Expansion of TRL -2017 Loan — On November 8, 2018, TRL-2017, entered into an Amended and Restated Term Loan Agreement (the “Amended and Restated Loan Agreement”) among the lenders party thereto, Crédit Agricole Corporate and Investment Bank, as Administrative Agent, and U.S. Bank National Association, as Collateral Agent, Custodian and Depositary. The Amended and Restated Loan Agreement amends and restates the Term Loan Agreement dated as of May 15, 2017 (the “Original Loan Agreement”) among the lenders party thereto, Crédit Agricole Corporate and Investment Bank, as Administrative Agent, and U.S. Bank National Association, as Collateral Agent, Custodian and Depositary. The Amended and Restated Loan Agreement:


•	increased the aggregate amount of the term loan from $302.4 million under the Original Loan Agreement to $663.0 million;


•	extended the maturity date by approximately eighteen months to November 8, 2025;


•	reduced the applicable interest rate to LIBOR plus 150 basis points from LIBOR plus 175 basis points under the Original Loan Agreement; and


•	added additional railcars to the collateral pool of railcars securing the borrower’s obligations under the Amended and Restated Loan Agreement.

Amendment of Revolving Credit Facility — On November 1, 2018, in connection with the Arcosa spin-off, Trinity entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), by and among Trinity, as borrower, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, National Association (“JP Morgan”), as administrative agent, Bank of America, N.A., as syndication agent, and SunTrust Bank and Wells Fargo Bank, National Association, as co-documentation agents. The Credit Agreement replaced Trinity’s prior credit agreement, dated as of May 20, 2015. The Credit Agreement provides for a $450.0 million unsecured revolving line of credit with a maturity date of November 1, 2023. The Credit Agreement includes a $100.0 million sublimit for the issuance of letters of credit. Trinity may also increase the amount of the commitments under the Credit Agreement by an aggregate amount not to exceed $200.0 million, subject to certain conditions including the agreement of existing Lenders to increase their commitments or by obtaining commitments from one or more new Lenders. As of December 31, 2018 , we had letters of credit issued under our Credit Agreement in an aggregate principal amount of $57.5 million , leaving $392.5 million available for borrowing. Other than these letters of credit, there were no borrowings under our Credit Agreement as of December 31, 2018 , or for the year then ended.

Secondary Market Railcar Purchase — On October 17, 2018, our Railcar Leasing and Management Services group acquired, from an unrelated seller, a portfolio of railcars for $75.4 million in cash. As a result of the purchase transaction, the Leasing Group acquired approximately 4,150 railcars, substantially all of which are currently under lease to third parties, and assumed indebtedness of approximately $283.9 million with maturities ranging from 2018 through 2035. We have recorded the acquired railcars, the attached leases, and the assumed debt at fair value in our Consolidated Financial Statements as of the purchase date.

Redemption of Convertible Notes due 2036 — On April 23, 2018, the Company issued a Notice of Redemption to redeem our then-outstanding Convertible Notes on June 1, 2018 at a redemption price in cash equal to 100% of their principal amount plus accrued but unpaid interest (including any contingent interest), if any, to but excluding June 1, 2018 (the "Redemption Date"). Immediately prior to the Redemption Date, the aggregate principal amount of Convertible Notes outstanding was approximately $449.3 million. Pursuant to the terms of the indenture governing the Convertible Notes, the settlement of the Convertible Notes submitted for conversion occurred on various dates between May 30, 2018 and July 3, 2018. The Company elected to exercise its rights to settle the Convertible Notes in cash rather than in shares of common stock or a combination of cash and shares of common stock. The Company completed settlements for the remaining Convertible Notes, for an aggregate cash amount of approximately $646.6 million. Following the redemption and settlement of the conversions, there were no Convertible Notes outstanding under the indenture, and the indenture was satisfied and discharged in accordance with its terms. In connection with the election to settle the redemption of the Convertible Notes entirely with cash, the Company avoided the issuance of up to 5.7 million shares, valued at approximately $198.1 million and representing the amount in excess of par.

TRL-2018 Railcar Financing — In June 2018, TRL-2018 issued $482.5 million of TRL-2018 Secured Railcar Equipment Notes. The TRL-2018 Secured Railcar Equipment Notes consisted of two classes of notes with (i) an aggregate principal amount of $200.0 million of Class A-1 Notes, and (ii) an aggregate principal amount of $282.5 million of Class A-2 Notes. The TRL-2018 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated June 20, 2018 between TRL-2018 and Wilmington Trust Company, as indenture trustee. The Class A-1 Notes, of which $190.0 million was outstanding as of December 31, 2018 , bear interest at a fixed rate of 3.82% , are payable monthly, and have a stated final maturity date of June 17, 2048 . The Class A-2 Notes, of which $282.5 million was outstanding as of December 31, 2018 , bear interest at a fixed rate of 4.62% , are payable monthly, and have a stated final maturity date of June 17, 2048 . These notes are obligations of TRL-2018 only, secured by a portfolio of railcars and operating leases thereon acquired and owned by TRL-2018, certain cash reserves, and other assets of TRL-2018.

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Amendment of TILC Warehouse Loan Facility — The TILC warehouse loan facility was established to finance railcars owned by TILC. In March 2018, the facility, previously totaling $1.0 billion, was extended through March 2021 at a reduced amount of $750.0 million at the Company's election. 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 4.11% at December 31, 2018 . Outstanding borrowings as of December 31, 2018 were $374.8 million , and $375.2 million was unused and available based on the amount of warehouse-eligible, unpledged equipment. Amounts outstanding at maturity, absent renewal, are payable under the renewed facility in March 2022 .

Return of Capital Activities

Share Repurchases — In December 2017 , our Board of Directors authorized a new $500 million share repurchase program effective January 1, 2018 through December 31, 2019 . The new program replaced the previous program which then expired on December 31, 2017 . In the first three quarters of 2018, we repurchased 4,327,158 shares at a cost of approximately $150.1 million. On November 16, 2018, we entered into the ASR Program to repurchase $350 million of the Company's common stock. The $350 million notional value of the ASR Program represents the entire remaining amount that was available to us under our existing share repurchase program. Under this program, 12,879,485 shares were repurchased during the three months ended December 31, 2018 , at a cost of approximately $280.0 million , representing approximately 80% of the notional value of the ASR Program. These repurchases under the ASR Program bring our full-year share repurchases for the year ended December 31, 2018 to 17,206,643 shares at a cost of $430.1 million , excluding fees. This amount excludes $70.0 million that was funded in 2018 upon the execution of the ASR Program, but was outstanding at December 31, 2018 and is expected to be settled by the end of the first quarter of 2019. The final number of shares to be delivered to Trinity under the ASR Program will be based on Trinity's volume-weighted average stock price, less a discount, during the term of the program. Certain shares of stock repurchases during December 2017, totaling $6.0 million, were cash settled in January 2018 in accordance with normal settlement practices.

Quarterly Cash Dividend — Trinity has paid 219 consecutive dividends. Quarterly dividends of $0.13 per share were paid in 2018 , totaling approximately $75.9 million for the year ended December 31, 2018 . Two quarterly dividends of $0.11 per share and two quarterly dividends of $0.13 per share were paid in 2017 , totaling approximately $75.8 million for the year ended December 31, 2017 .

Cash Flows

The Consolidated Statements of Cash Flows include amounts related to discontinued operations, which are primarily related to the spin-off of Arcosa, completed on November 1, 2018. These amounts have been reclassified as discontinued operations for all periods presented.

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



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Net cash flows from continuing operations:
Operating activities	$	274.2		$	610.1		$	837.5
Investing activities	(412.3		)	(346.3		)	(942.9		)
Financing activities	(291.1		)	(56.7		)	(307.7		)
Net cash flows from discontinued operations	(193.8		)	25.1			172.9
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	(623.0	)	$	232.2		$	(240.2	)

2018 compared with 2017

Operating Activities . Net cash provided by operating activities from continuing operations for the year ended December 31, 2018 was $274.2 million compared to $610.1 million for the year ended December 31, 2017 . Cash flow provided by operating activities from continuing operations decreased primarily from decreased earnings in the current year period.

Receivables at December 31, 2018 increased by $88.5 million or 38.7% from December 31, 2017 primarily due to higher trade receivables. Raw materials inventory increased $132.6 million to support railcar production in 2019, while work in process inventory decreased by $15.4 million , at December 31, 2018 compared to December 31, 2017 . Finished goods inventory increased by $4.7 million or 8.1% since December 31, 2017 primarily due to our highway products business. Accounts payable increased by $92.7 million , primarily as a result of the build-up of raw materials inventory to support 2019 railcar production noted above. Accrued liabilities increased by $ 51.5 million from December 31, 2017 primarily due to higher insurance accruals and payables related to the spin-off of Arcosa. We continually review reserves related to collectibility as well as the adequacy of lower of cost or net realizable value with regard to accounts receivable and inventory.

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Investing Activities. Net cash required by investing activities from continuing operations for the year ended December 31, 2018 was $412.3 million compared to $346.3 million for the year ended December 31, 2017 . Capital expenditures for the year ended December 31, 2018 were $ 985.6 million , which included $1,040.7 million for investment in the lease fleet less $92.4 million for the cost of sold lease fleet railcars owned one year or less. This compares to $ 630.3 million of capital expenditures for the same period last year, which included $688.2 million for additions to the lease fleet less $79.9 million for the cost of sold lease fleet railcars owned one year or less. Proceeds from the sale of property, plant, and equipment and other assets totaled $ 247.6 million for the year ended December 31, 2018 , including railcar sales from the lease fleet owned more than one year at the time of sale totaling $ 230.5 million . This compares to $ 368.5 million for the same period in 2017 , including railcar sales from the lease fleet owned more than one year at the time of sale totaling $ 360.7 million . Short-term marketable securities decreased by $319.5 million for the year ended December 31, 2018 . There was no acquisition or divestiture activity for the years ended December 31, 2018 and 2017 . The Arcosa spin-off was a non-cash distribution of net assets and therefore did not impact investing activities.

Financing Activities. Net cash required by financing activities from continuing operations during the year ended December 31, 2018 was $291.1 million compared to $56.7 million for the same period in 2017 . During the year ended December 31, 2018 , we borrowed $1,206.6 million , net of debt issuance costs, primarily from the issuance by TRL-2018 of secured railcar equipment notes, the expansion of TRL-2017 promissory notes, and gross borrowings under the TILC Warehouse Loan facility. Additionally, we had debt repayments of $887.8 million in debt, primarily consisting of the redemption of our Convertible Notes and pay downs during 2018 of borrowings under TILC Warehouse Loan facility. During the year ended December 31, 2017 , we borrowed $533.5 million , net of debt issuance costs, primarily from the issuance by TRL-2017 of promissory notes and the issuance by TRIP Master Funding of secured railcar equipment notes. Additionally, we retired $ 375.3 million in debt, primarily consisting of previously-issued TRIP Master Funding secured railcar equipment notes. We also repurchased shares of our common stock under a share repurchase program as described further above. We intend to use our cash and committed credit facilities to fund our operations, expansions, and growth initiatives. Additionally, we may use our cash and committed credit facilities to retire or repurchase our outstanding debt prior to its stated maturity or repurchase shares of our common stock.

2017 compared with 2016

Operating Activities. Net cash provided by operating activities from continuing operations for the year ended December 31, 2017 was $610.1 million compared to $837.5 million for the same period in 2016 . Cash flow provided by operating activities decreased primarily due to operating profit.

Receivables at December 31, 2017 decreased by $117.2 million from December 31, 2016 primarily due to a lower income tax receivable. Raw materials inventory at December 31, 2017 decreased by $ 11.5 million since December 31, 2016 , while work in process inventory increased by $2.8 million primarily in our Rail Products Group. Finished goods inventory increased by $ 0.1 million or 0.2% since December 31, 2016 due to higher inventory balances carried at the previous year end for scheduled shipments in early 2017 in our Rail Products Groups. Accounts payable increased by $12.2 million , while accrued liabilities increased by $ 49.0 million from December 31, 2016 due to higher compensation accruals.

Investing Activities. Net cash required by investing activities from continuing operations for the year ended December 31, 2017 was $346.3 million compared to $942.9 million for the year ended December 31, 2016 . Capital expenditures for the year ended December 31, 2017 were $ 630.3 million , which included $688.2 million for investment in the lease fleet less $79.9 million for the cost of sold lease fleet railcars owned one year or less. This compares to $848.6 million of capital expenditures for the same period in 2016 , which included $891.1 million for additions to the lease fleet less $92.0 million for the cost of sold lease fleet railcars owned one year or less. Proceeds from the sale of property, plant, and equipment and other assets totaled $ 368.5 million for the year ended December 31, 2017 , including railcar sales from the lease fleet owned more than one year at the time of sale totaling $ 360.7 million . This compares to $ 48.7 million for the year ended December 31, 2016 , including railcar sales from the lease fleet owned more than one year at the time of sale totaling $ 37.7 million . Short-term marketable securities for the year ended December 31, 2017 , increased $84.8 million . There was no acquisition or divestiture activity for the years ended December 31, 2017 and 2016 .

Financing Activities. Net cash required by financing activities from continuing operations during the year ended December 31, 2017 was $56.7 million compared to $307.7 million for the same period in 2016 . During the year ended December 31, 2017 , we borrowed $533.5 million , net of debt issuance costs, primarily from the issuance by TRL-2017 of promissory notes and the issuance by TRIP Master Funding of secured railcar equipment notes. Additionally, we retired $ 375.3 million in debt, primarily consisting of previously-issued TRIP Master Funding secured railcar equipment notes. During the year ended December 31, 2016 , we retired $162.0 million in debt as scheduled. Additionally, we repurchased shares of our stock under our prior share repurchase program.

Current Debt Obligations

Please refer to Note 11 of the Consolidated Financial Statements for a description of the Company's current debt obligations.

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Capital Expenditures

Capital expenditures for 2018 were $985.6 million with $948.3 million utilized for net lease fleet additions, net of deferred profit of $77.2 million . Full-year manufacturing/corporate capital expenditures for 2019 are projected to range between $90 million and $110 million . Additionally, we expect to make capital expenditures for new lease fleet additions, secondary market purchases, modifications and other capitalized betterments of the lease fleet. In total, when combined with the proceeds from secondary market sales, and after taking into account deferred profit on new railcar additions, we anticipate a net lease fleet investment of between $1.2 billion and $1.4 billion in 2019.

Equity Investment

See Note 5 of the Consolidated Financial Statements for information about our investment in partially-owned leasing subsidiaries.

Off Balance Sheet Arrangements

As of December 31, 2018 , we had letters of credit issued under our Credit Agreement in an aggregate principal amount of $57.5 million , the full amount of which is expected to expire in 2019 . The majority of our letters of credit obligations support our various insurance programs and generally renew by their terms each year. See Note 11 of the Consolidated Financial Statements for further information about our corporate revolving credit facility.

See Note 6 of the Consolidated Financial Statements for information about off balance sheet arrangements with regard to our Leasing Group.

Derivative Instruments

We may 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 may use derivative instruments from time to time to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with applicable accounting standards. See Note 7 of the Consolidated Financial Statements for discussion of how we utilize our derivative instruments.

Stock-Based Compensation

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

Employee Retirement Plans

As disclosed in Note 14 of the Consolidated Financial Statements, the assets of the employee retirement plans exceeded the projected benefit obligations by $25.5 million as of December 31, 2018 , and the projected benefit obligations exceeded the plans' assets by $2.0 million as of December 31, 2017. The change was primarily due to employer contributions to the pension plans of $31.6 million during 2018 and an increase in the obligation discount rate assumption, partly offset by a lower return on assets in 2018. We continue to sponsor an employee savings plan under the existing 401(k) plan that covers substantially all domestic employees and includes both a Company matching contribution and an annual retirement contribution of up to 3% each of eligible compensation based on Company financial 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, 2019 are expected to be $1.1 million for the defined benefit plans, compared to $31.6 million contributed during 2018 . Contributions to the defined benefit plans in 2018 included a one-time discretionary contribution of $25.0 million. Employer contributions to the 401(k) plans and the Supplemental Profit Sharing Plan for the year ending December 31, 2019 are expected to be $10.8 million , compared to $15.4 million contributed during 2018 .

See Note 14 of the Consolidated Financial Statements for further information regarding our defined benefit plans.

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Contractual Obligation and Commercial Commitments

As of December 31, 2018 , 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:
Parent and wholly-owned subsidiaries ⁽¹⁾	$	2,739.0	$	125.4	$	264.5	$	584.5	$	1,764.6
Partially-owned subsidiaries ⁽¹⁾	1,327.9		45.7		112.6		120.8		1,048.8
Interest	778.3		172.9		310.6		185.5		109.3
Net of unamortized discount and debt issuance costs	4,845.2		344.0		687.7		890.8		2,922.7

Operating leases:
Leasing Group	261.3		231.9		16.0		11.7		1.7
Other	8.4		3.3		2.8		0.9		1.4
Obligations for purchase of goods and services ⁽²⁾	834.8		800.6		32.6		1.6		—
Other	1.8		1.8		—		—		—
Total	$	5,951.5	$	1,381.6	$	739.1	$	905.0	$	2,925.8

(1) Excludes unamortized discount and debt issuance costs.

(2) Includes $763.9 million in purchase obligations for raw materials and components primarily by the Rail Products Group.

As of December 31, 2018 and 2017 , we had $11.8 million and $10.2 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, and, accordingly, such amounts are excluded from the table above. See Note 13 of the Consolidated Financial Statements.

As further discussed in Note 6 of the Consolidated Financial Statements, the Leasing Group leases railcars from certain independent owner Trusts under operating leases with an option to purchase the railcars at a predetermined fixed price in 2019. At December 31, 2018 , operating lease obligations to the Trusts totaled $199.0 million . In January 2018, the Leasing Group provided the Trusts with an irrevocable twelve-month notice of intent to exercise their option to purchase all of the Trusts' railcars. We completed the purchase on January 14, 2019 at a purchase price of $218.4 million , which is reflected in the table above. As a result, 6,779 railcars previously under lease are now wholly owned by our Leasing Group.

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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, 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 our inventories at the lower of cost or net realizable value. 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 for potential impairment. The carrying value of long-lived assets is considered impaired when the 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 by the estimated cost to dispose of the assets.

Goodwill

Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired. The quantitative 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. If necessary, step two of the impairment test determines 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. We consider these to be level three inputs in the fair value hierarchy, as they involve unobservable inputs for which there is little or no market data and thus require management to develop its own assumptions.

Based on our annual goodwill impairment test, performed at the reporting unit level as of December 31, 2018 , we concluded that no impairment charges were determined to be necessary and that none of the reporting units evaluated was at risk of failing the first step of the goodwill impairment test. A reporting unit is considered to be at risk if its estimated fair value does not exceed the carrying value of its net assets by 10% or more. See Note 1 of the Consolidated Financial Statements for further information.

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 impairments of remaining goodwill and long-lived assets may be required.

Insurance

We are effectively self-insured for workers' compensation and employee health care claims. Third-party administrators process all such claims. We accrue our workers' compensation and group medical liabilities based upon independent actuarial studies. These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends. These loss development factors are developed in consultation with third-party actuaries. 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

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and litigation, including settlements, in the aggregate will not have a material adverse effect on the Company's 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. See Note 18 of the Consolidated Financial Statements for further explanation.

Income Taxes

We account for income taxes under the asset and liability method prescribed by ASC 740. See Note 13 of the 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 the provision for income taxes 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, or changes in our structure or tax status. We assess 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; our experience with tax attributes expiring unused; and tax planning alternatives.

Pensions

We sponsor defined benefit plans which provide retirement income and death benefits for certain eligible employees. Trinity retained all pension plans following the completion of the Arcosa spin-off on November 1, 2018. Our 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 accrued benefits of our remaining pension plans were frozen in 2009. See Note 14 of the Consolidated Financial Statements for further information.

Pension assumptions are reviewed annually by outside actuaries and our management. These actuarial assumptions are summarized in the following table:



	Year Ended December 31,
	2018		2017		2016
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate	4.45	%	3.79	%	4.34	%
Compensation increase rate ⁽¹⁾	n/a		4.00	%	4.00	%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate	3.79	%	4.34	%	4.79	%
Long-term rate of return on plan assets	5.65	%	6.25	%	6.50	%
Compensation increase rate ⁽¹⁾	n/a		4.00	%	4.00	%

⁽¹⁾ The compensation increase rate pertains to a plan associated with our Former Inland Barge Group. The Inland Barge Group was transferred to Arcosa in connection with the spin-off, but Trinity retained all pension plans upon completion of the spin-off. Effective as of November 1, 2018, all participants in this plan have been granted the maximum benefit allowed under the plan; therefore, the compensation increase rate is not applicable.

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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, estimates were developed based upon the anticipated performance of the plans' assets. The effect of a change in either of these assumptions on the net retirement cost for the year ended December 31, 2018 and on the projected benefit obligations at December 31, 2018 is summarized as follows:



	Effect on Net Retirement Cost for the Year Ended December 31, 2018			Effect on Projected Benefit Obligations at December 31, 2018
Assumptions:	Increase/(decrease) (in millions)
Obligation discount rate:
Increase of 50 basis points	$	(0.6	)	$	(25.2	)
Decrease of 50 basis points	$	0.5		$	28.1
Long-term rate of return on plan assets:
Increase of 50 basis points	$	(2.4	)	n/a
Decrease of 50 basis points	$	2.4		n/a

Recent Accounting Pronouncements

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

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 25.4% of our total debt as of December 31, 2018 . If interest rates average one percentage point more in fiscal year 2019 than they did during 2018 , our interest expense would increase by $6.4 million, after considering the effects of interest rate hedges. In comparison, at December 31, 2017 , we estimated that if interest rates averaged one percentage point more in fiscal year 2018 than they did during 2017 , our interest expense would increase by $2.7 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, 2018 and 2017 . A one percentage point increase in the interest rate yield would decrease the fair value of the fixed rate debt by approximately $124.5 million. A one percentage point decrease in the interest rate yield would increase the fair value of the fixed rate debt by approximately $127.6 million.

As of December 31, 2018 , we did not have any open derivative instruments to mitigate the impact of increases in natural gas and diesel fuel prices. Previous hedge transactions were based on the New York Mercantile Exchange for natural gas and heating oil. Hedge transactions were settled with the counterparty in cash. The effect of these transactions on the Consolidated Financial Statements for the periods presented in this Annual Report on Form 10-K was not significant.

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, 2018 was $68.1 million. The impact of such market risk exposures as a result of foreign exchange rate fluctuations has not historically been material to us. See Note 12 of the 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	42
Consolidated Statements of Operations for the years ended December 31, 2018, 2017, and 2016	43
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017, and 2016	44
Consolidated Balance Sheets as of December 31, 2018 and 2017	45
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017, and 2016	46
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2018, 2017, and 2016	47
Notes to Consolidated Financial Statements	48

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Trinity Industries, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Trinity Industries, Inc. and subsidiaries (the Company) as of December 31, 2018 and 2017 , 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, 2018 , and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 , 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) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ ERNST & YOUNG LLP

We have served as the Company's auditor since 1958.

Dallas, Texas

February 21, 2019

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Trinity Industries, Inc. and Subsidiaries

Consolidated Statements of Operations



	Year Ended December 31,
	2018			2017			2016
	(in millions, except per share amounts)
Revenues:
Manufacturing	$	1,667.1		$	1,555.2		$	2,264.9
Leasing	842.0			842.2			824.9
	2,509.1			2,397.4			3,089.8
Operating costs:
Cost of revenues:
Manufacturing	1,459.8			1,342.8			1,875.5
Leasing	479.0			432.4			436.5
	1,938.8			1,775.2			2,312.0
Selling, engineering, and administrative expenses:
Manufacturing	96.4			113.6			115.4
Leasing	51.1			50.7			45.4
Other	149.1			175.0			153.1
	296.6			339.3			313.9
Gains (losses) on disposition of property:
Net gains on railcar lease fleet sales owned more than one year at the time of sale	50.4			83.5			13.5
Other	(9.0		)	1.9			1.5
	41.4			85.4			15.0
Total operating profit	315.1			368.3			478.9
Other (income) expense:
Interest income	(11.9		)	(10.4		)	(5.3		)
Interest expense	179.3			184.0			181.9
Other, net	(3.9		)	(0.7		)	(7.7		)
	163.5			172.9			168.9
Income from continuing operations before income taxes	151.6			195.4			310.0
Provision (benefit) for income taxes:
Current	(15.3		)	(57.7		)	(194.7		)
Deferred	57.9			(357.1		)	301.5
	42.6			(414.8		)	106.8
Income from continuing operations	109.0			610.2			203.2
Income from discontinued operations, net of provision for income taxes of $30.7, $73.1, and $95.2	54.1			103.4			161.5
Net income	163.1			713.6			364.7
Net income attributable to noncontrolling interest	3.8			11.1			21.1
Net income attributable to Trinity Industries, Inc.	$	159.3		$	702.5		$	343.6


Basic earnings per common share:
Income from continuing operations	$	0.72		$	3.94		$	1.19
Income from discontinued operations	0.37			0.68			1.06
Basic net income attributable to Trinity Industries, Inc.	$	1.09		$	4.62		$	2.25
Diluted earnings per common share:
Income from continuing operations	$	0.70		$	3.85		$	1.19
Income from discontinued operations	0.37			0.67			1.06
Diluted net income attributable to Trinity Industries, Inc.	$	1.07		$	4.52		$	2.25
Weighted average number of shares outstanding:
Basic	144.0			148.6			148.4
Diluted	146.4			152.0			148.6
Dividends declared per common share	$	0.52		$	0.50		$	0.44

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,
	2018			2017			2016
	(in millions)
Net income	$	163.1		$	713.6		$	364.7
Other comprehensive income (loss):
Derivative financial instruments:
Unrealized losses arising during the period, net of tax benefit of $3.0, $0.2, and $-	(9.6		)	(0.9		)	(0.3		)
Reclassification adjustments for losses included in net income, net of tax benefit of $0.4, $0.7, and $0.7	2.3			3.9			4.6
Currency translation adjustment	—			1.3			0.8
Defined benefit plans:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $(2.9), $1.6, and $(2.0)	(9.5		)	3.6			(3.3		)
Amortization of net actuarial (gains) losses, net of tax expense of $1.1, $1.5, and $1.9	3.6			3.4			3.2
	(13.2		)	11.3			5.0
Comprehensive income	149.9			724.9			369.7
Less: comprehensive income attributable to noncontrolling interest	5.2			13.7			24.2
Comprehensive income attributable to Trinity Industries, Inc.	$	144.7		$	711.2		$	345.5

See accompanying notes to Consolidated Financial Statements.

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Trinity Industries, Inc. and Subsidiaries

Consolidated Balance Sheets



	December 31, 2018			December 31, 2017
	(in millions)
ASSETS
Cash and cash equivalents	$	179.2		$	778.6
Short-term marketable securities	—			319.5
Receivables, net of allowance of $19.9 and $20.1	276.6			204.4
Income tax receivable	40.4			24.0
Inventories:
Raw materials and supplies	342.5			209.9
Work in process	119.3			134.7
Finished goods	62.9			58.2
	524.7			402.8
Restricted cash, including partially-owned subsidiaries of $36.6 and $62.9	171.6			195.2
Property, plant, and equipment, at cost, including partially-owned subsidiaries of $2,032.0 and $1,985.9	8,253.4			7,330.5
Less accumulated depreciation, including partially-owned subsidiaries of $472.0 and $418.0	(1,919.0		)	(1,772.7		)
	6,334.4			5,557.8
Goodwill	208.8			208.8
Assets of discontinued operations	—			1,654.2
Other assets	253.5			197.9
	$	7,989.2		$	9,543.2
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	212.1		$	119.5
Accrued liabilities	368.3			321.9
Debt:
Recourse	397.4			866.3
Non-recourse:
Wholly-owned subsidiaries	2,316.6			1,024.8
Partially-owned subsidiaries	1,315.2			1,350.8
	4,029.2			3,241.9
Deferred income	17.7			20.5
Deferred income taxes	743.1			728.3
Liabilities of discontinued operations	—			198.4
Other liabilities	56.8			54.7
	5,427.2			4,685.2
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued	—			—
Common stock – shares authorized at December 31, 2018 and 2017 - 400.0; shares issued and outstanding at December 31, 2018 – 133.3; at December 31, 2017 – 150.9	1.3			1.6
Capital in excess of par value	1.2			482.5
Retained earnings	2,326.1			4,123.4
Accumulated other comprehensive loss	(116.8		)	(104.8		)
Treasury stock – shares at December 31, 2018 – 0.1; at December 31, 2017 – 0.1	(1.0		)	(1.6		)
	2,210.8			4,501.1
Noncontrolling interest	351.2			356.9
	2,562.0			4,858.0
	$	7,989.2		$	9,543.2

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,
	2018			2017			2016
	(in millions)
Operating activities:
Net income	$	163.1		$	713.6		$	364.7
Income from discontinued operations, net of income taxes	(54.1		)	(103.4		)	(161.5		)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	251.9			229.7			217.3
Stock-based compensation expense	29.2			22.1			30.9
Excess tax benefits from stock-based compensation	—			—			(1.0		)
Provision (benefit) for deferred income taxes	57.9			(357.1		)	301.5
Net gains on railcar lease fleet sales owned more than one year at the time of sale	(50.4		)	(83.5		)	(13.5		)
Loss (gains) on disposition of property and other assets	9.0			(1.9		)	(1.5		)
Non-cash interest expense	18.1			31.8			28.5
Other	(8.0		)	(1.2		)	(3.5		)
Changes in assets and liabilities:
(Increase) decrease in receivables	(88.5		)	117.2			(14.1		)
(Increase) decrease in inventories	(122.0		)	8.9			223.2
(Increase) decrease in other assets	(77.3		)	(17.1		)	21.0
Increase (decrease) in accounts payable	92.7			12.2			(40.3		)
Increase (decrease) in accrued liabilities	51.5			49.0			(76.1		)
Increase (decrease) in other liabilities	1.1			(10.2		)	(38.1		)
Net cash provided by operating activities - continuing operations	274.2			610.1			837.5
Net cash provided by operating activities - discontinued operations	104.9			151.5			252.7
Net cash provided by operating activities	379.1			761.6			1,090.2
Investing activities:
Decrease (increase) in short-term marketable securities	319.5			(84.8		)	(149.8		)
Proceeds from railcar lease fleet sales owned more than one year at the time of sale	230.5			360.7			37.7
Proceeds from disposition of property and other assets	17.1			7.8			11.0
Capital expenditures – leasing, net of sold lease fleet railcars owned one year or less with a net cost of $92.4, $79.9, and $92.0	(948.3		)	(608.3		)	(799.1		)
Capital expenditures – manufacturing and other	(37.3		)	(22.0		)	(49.5		)
Other	6.2			0.3			6.8
Net cash required by investing activities - continuing operations	(412.3		)	(346.3		)	(942.9		)
Net cash required by investing activities - discontinued operations	(78.2		)	(126.4		)	(79.8		)
Net cash required by investing activities	(490.5		)	(472.7		)	(1,022.7		)
Financing activities:
Excess tax benefits from stock-based compensation	—			—			1.0
Payments to retire debt	(887.8		)	(375.3		)	(162.0		)
Proceeds from issuance of debt	1,206.6			533.5			—
Shares repurchased	(506.1		)	(79.4		)	(34.7		)
Dividends paid to common shareholders	(77.4		)	(72.6		)	(66.7		)
Purchase of shares to satisfy employee tax on vested stock	(12.2		)	(14.4		)	(16.3		)
Distributions to noncontrolling interest	(10.9		)	(48.7		)	(26.4		)
Other	(3.3		)	0.2			(2.6		)
Net cash required by financing activities - continuing operations	(291.1		)	(56.7		)	(307.7		)
Cash distributions to Arcosa, Inc. in connection with the spin-off transaction	(220.5		)	—			—
Net cash required by financing activities	(511.6		)	(56.7		)	(307.7		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(623.0		)	232.2			(240.2		)
Cash, cash equivalents, and restricted cash at beginning of period	973.8			741.6			981.8
Cash, cash equivalents, and restricted cash at end of period	$	350.8		$	973.8		$	741.6

Supplemental disclosure of cash flow information:
Interest paid	$	158.9		$	151.2		$	151.0
Income tax payments (refunds)	$	4.1		$	(79.9	)	$	(65.5	)
Distribution of noncash net assets to Arcosa, Inc.	$	1,534.9		$	—		$	—
Debt assumed in railcar purchase from unrelated seller	$	283.9		$	—		$	—

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		$0.01 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, 2015	152.9		$	1.5		$	548.5		$	3,220.3		$	(115.4	)	(0.1	)	$	(1.0	)	$	3,653.9		$	394.8		$	4,048.7
Net income	—		—			—			343.6			—			—		—			343.6			21.1			364.7
Other comprehensive income (loss)	—		—			—			—			1.9			—		—			1.9			3.1			5.0
Cash dividends on common stock	—		—			—			(66.6		)	—			—		—			(66.6		)	—			(66.6		)
Restricted shares, net	2.6		0.1			46.2			—			—			(1.2	)	(21.3		)	25.0			—			25.0
Shares repurchased	—		—			—			—			—			(2.1	)	(34.7		)	(34.7		)	—			(34.7		)
Excess tax benefits from stock-based compensation	—		—			(4.5		)	—			—			—		—			(4.5		)	—			(4.5		)
Distributions to noncontrolling interest	—		—			—			—			—			—		—			—			(26.4		)	(26.4		)
Retirement of treasury stock	(3.3	)	—			(56.0		)	—			—			3.3		56.0			—			—			—
Other	—		$	—		$	0.4		$	—		$	—		—		$	(0.5	)	$	(0.1	)	$	—		$	(0.1	)
Balances at December 31, 2016	152.2		$	1.6		$	534.6		$	3,497.3		$	(113.5	)	(0.1	)	$	(1.5	)	$	3,918.5		$	392.6		$	4,311.1
Net income	—		—			—			702.5			—			—		—			702.5			11.1			713.6
Other comprehensive income	—		—			—			—			8.7			—		—			8.7			2.6			11.3
Cash dividends on common stock	—		—			—			(75.8		)	—			—		—			(75.8		)	—			(75.8		)
Restricted shares, net	1.7		—			35.2			—			—			(0.7	)	(18.5		)	16.7			—			16.7
Shares repurchased	—		—			—			—			—			(2.8	)	(85.4		)	(85.4		)	—			(85.4		)
Stock options exercised	—		—			0.2			—			—			—		—			0.2			—			0.2
Distributions to noncontrolling interest	—		—			—			—			—			—		—			—			(48.7		)	(48.7		)
Retirement of treasury stock	(3.5	)	—			(103.8		)	—			—			3.5		103.8			—			—			—
Shares issued for acquisition	0.5		—			14.7			—			—			—		—			14.7			—			14.7
Other	—		—			1.6			(0.6		)	—			—		—			1.0			(0.7		)	0.3
Balances at December 31, 2017	150.9		$	1.6		$	482.5		$	4,123.4		$	(104.8	)	(0.1	)	$	(1.6	)	$	4,501.1		$	356.9		$	4,858.0
Cumulative effect of adopting new accounting standard (Note 1)	—		—			—			18.7			(18.7		)	—		—			—			—			—
Net income	—		—			—			159.3			—			—		—			159.3			3.8			163.1
Other comprehensive income	—		—			—			—			(14.6		)	—		—			(14.6		)	1.4			(13.2		)
Cash dividends on common stock	—		—			—			(75.9		)	—			—		—			(75.9		)	—			(75.9		)
Restricted shares, net	0.2		—			44.4			—			—			(0.6	)	(19.4		)	25.0			—			25.0
Shares repurchased	—		—			75.9			(145.9		)	—			(17.2	)	(430.1		)	(500.1		)	—			(500.1		)
Stock options exercised	—		—			0.3			—			—			—		—			0.3			—			0.3
Distributions to noncontrolling interest	—		—			—			—			—			—		—			—			(10.9		)	(10.9		)
Retirement of treasury stock	(17.8	)	(0.2		)	(449.3		)	—			—			17.8		449.5			—			—			—
Redemption of convertible subordinated notes (Note 11)	—		—			(152.9		)	—			—			—		—			(152.9		)	—			(152.9		)
Distribution of Arcosa, Inc.	—		—			—			(1,753.5		)	21.3			—		—			(1,732.2		)	—			(1,732.2		)
Other	—		(0.1		)	0.3			—			—			—		0.6			0.8			—			0.8
Balances at December 31, 2018	133.3		$	1.3		$	1.2		$	2,326.1		$	(116.8	)	(0.1	)	$	(1.0	)	$	2,210.8		$	351.2		$	2,562.0

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,” “our,” or "us") include the accounts of its wholly-owned subsidiaries and its partially-owned subsidiaries, TRIP Rail Holdings LLC ("TRIP Holdings") and RIV 2013 Rail Holdings LLC ("RIV 2013"), in which we have a controlling interest. All significant intercompany accounts and transactions have been eliminated.

Spin-off of Arcosa, Inc.

On November 1, 2018, we completed the separation of Trinity Industries, Inc. into two public companies: (1) Trinity Industries, Inc., comprised of Trinity’s rail-related businesses, which are leading providers of rail transportation products and services in North America, and (2) Arcosa, Inc. ("Arcosa"), a new public company focused on infrastructure-related products and services. The separation was effected through a pro rata dividend to Trinity's shareholders of all outstanding Arcosa shares and was structured to qualify as a tax-free distribution for federal income tax purposes. Following the distribution, Arcosa became an independent, publicly-traded company on the New York Stock Exchange. Trinity did not retain an ownership interest in Arcosa following the completion of the spin-off transaction.

Upon completion of the spin-off transaction on November 1, 2018, the accounting requirements for reporting Arcosa as a discontinued operation were met. Accordingly, Arcosa's results of operations are presented as discontinued operations for all periods in this Form 10-K. See Note 2 for further information related to the spin-off transaction.

Our Reportable Segments

Following the completion of the Arcosa spin-off, we have three reportable segments: the Railcar Leasing and Management Services Group, the Rail Products Group, and All Other. Our All Other segment includes the results of our highway products business, which was previously reported within our former Construction Products Group. Additionally, our Rail Products Group includes the results of our heads business, which was previously reported in our former Energy Equipment Group. Further, our axles, couplers, and industrial and mining components businesses, previously reported in the Rail Products Group, were transferred to Arcosa in connection with the spin-off transaction and are therefore reflected as a component of discontinued operations. All segment results set forth herein have been recast to present results on a comparable basis.

Stockholders' Equity

In December 2017 , our Board of Directors authorized a new $500 million share repurchase program effective January 1, 2018 through December 31, 2019 . The new program replaced the previous program which expired on December 31, 2017 . In the first three quarters of 2018, we repurchased 4,327,158 shares at a cost of approximately $150.1 million . On November 16, 2018, we entered into an accelerated share repurchase program (the "ASR Program") to repurchase $350 million of the Company's common stock. The $350 million notional value of the ASR Program represents the entire remaining amount that was available to us under our existing share repurchase program. During the year ended December 31, 2018 , 17,206,643 shares were repurchased at a cost of $430.1 million . This excludes approximately $70.0 million that was funded in 2018 upon the execution of the ASR Program, but was outstanding at December 31, 2018 and is expected to be settled by the end of the first quarter of 2019. The final number of shares to be delivered to Trinity under the ASR Program will be based on Trinity's volume-weighted average stock price, less a discount, during the term of the program. Certain shares of stock repurchased during December 2017, totaling $6.0 million , were cash settled in January 2018 in accordance with normal settlement practices. Under the previous share repurchase program, we repurchased 2,825,400 shares during the year ended December 31, 2017 , at a cost of $85.4 million .

Revenue Recognition

Revenue is measured based on the allocation of the transaction price in a contract to satisfied performance obligations. The transaction price does not include any amounts collected on behalf of third parties. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The following is a description of principal activities from which we generate our revenue, separated by reportable segments. Payments for our products and services are generally due within normal commercial terms. See Note 4 for a further discussion regarding our reportable segments.

Railcar Leasing and Management Services Group

Revenue from rentals and operating leases, including contracts that 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 for one year or less at the time of sale. Sales of railcars from the lease fleet owned for more than one year are recognized as a net gain or loss from the disposal of a long-term asset. Revenue from servicing and management agreements is recognized as each performance period occurs.

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We account for shipping and handling costs as activities to fulfill the promise to transfer the good; as such, these fees are recorded in revenue. The fees and costs of shipping and handling activities are accrued when the related performance obligation has been satisfied.

Rail Products Group

The Rail Products Group recognizes revenue when the customer has submitted its certificate of acceptance and legal title of the railcar has passed to the customer. Certain long-term contracts for the sales of railcars include price adjustments based on steel-price indices; this amount represents variable consideration for which we are unable to estimate the final consideration until the railcar is delivered, at which time the pricing becomes fixed.

Within our maintenance services business, revenue is recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. We have contract assets related to unbilled revenues recognized on repair and maintenance services that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer. These contract assets are included within the Receivables, net of allowance line on our Consolidated Balance Sheet.

All Other

Our highway products group recognizes revenue when the customer has accepted the product and legal title of the product has passed to the customer.

Unsatisfied Performance Obligations

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially satisfied as of December 31, 2018 and the percentage of the outstanding performance obligations as of December 31, 2018 expected to be delivered in 2019 :



	Unsatisfied performance obligations at December 31, 2018
	Total Amount		Percent expected to be delivered in 2019
	(in millions)
Rail Products Group:
Products
External Customers	$	2,059.5
Leasing Group	1,588.1
	$	3,647.6	64	%

Maintenance Services	$	100.6	100	%

Railcar Leasing and Management Services Group	$	112.6	21	%

The remainder of the unsatisfied performance obligations for the Rail Products Group is expected to be delivered through 2023. Unsatisfied performance obligations for the Railcar Leasing and Management Services Group are related to servicing and management agreements and are expected to be performed through 2024.

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.

We regularly evaluate the likelihood of realization of tax benefits derived from positions we have 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, we recognize the benefit we believe is cumulatively greater than 50% likely to be realized. To the extent that we 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.

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Financial Instruments

We consider 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 . We intend to hold our short-term marketable securities until they are redeemed at their maturity date and believe that under the "more likely than not" criteria, we will not be required to sell the securities before recovery of their amortized cost bases, which may be maturity.

Financial instruments that potentially subject us to a concentration of credit risk are primarily cash investments including restricted cash, short-term marketable securities, and receivables. We place our cash investments and short-term marketable securities in bank deposits and investment grade, short-term debt instruments and limit 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 our customer base, and their dispersion across different industries and geographic areas. As receivables are generally unsecured, we maintain an allowance for doubtful accounts based upon the expected collectibility of all receivables. Receivable balances determined to be uncollectible are charged against the allowance. The carrying values of cash, short-term marketable securities (using level two inputs in the fair value hierarchy), receivables, and accounts payable are considered to be representative of their respective fair values.

Inventories

Inventories are valued at the lower of cost or net realizable value. Cost is determined principally on the first in first out method. 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.

Long-lived Assets

We periodically evaluate the carrying value of long-lived assets for potential impairment. The carrying value of long-lived assets 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 by the estimated cost to dispose of the assets. Based on our evaluations, no impairment charges were determined to be necessary as of December 31, 2018 and 2017 .

Goodwill and Intangible Assets

Goodwill is required to be tested for impairment at least annually, or on an interim basis if events or circumstances change indicating that the carrying amount of the goodwill might be impaired. The quantitative 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. If necessary, step two of the impairment test determines 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, consisting of level three inputs, related to revenue and operating profit growth, discount rates, and exit multiples. As of December 31, 2018 and 2017 , our annual impairment test of goodwill was completed at the reporting unit level and no impairment charges were determined to be necessary.

The net book value of intangible assets totaled $22.4 million and $10.4 million as of December 31, 2018 and 2017 , respectively, and included finite-lived intangible assets of $19.9 million and $7.9 million , respectively, which are amortized over their estimated useful lives ranging from 1 to 20 years . Based on our evaluations of intangible assets, no impairment charges were determined to be necessary as of December 31, 2018 and 2017 .

Restricted Cash

Restricted cash consists of cash and cash equivalents held either as collateral for our non-recourse debt and lease obligations or as security for the performance of certain product sales agreements. As such, they are restricted in use.

Insurance

We are effectively self-insured for workers' compensation and employee health care claims. A third party administrator is used to process claims. We accrue our workers' compensation and group medical liabilities based upon independent actuarial studies. These liabilities are calculated based upon loss development factors, which contemplate a number of variables, including claims history and expected trends.

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Warranties

We provide various express, limited product warranties that generally range 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 asserted by customers. Second, based on historical, accepted claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. We provide for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties, and assess the adequacy of the resulting reserves on a quarterly basis. See Note 10.

Foreign Currency Transaction

The functional currency of our Mexico operations is considered to be the United States dollar. Certain transactions in Mexico occur in currencies other than the United States dollar. The impact of foreign currency fluctuations on these transactions is recorded in our Consolidated Statement of Operations. See Note 12 .

Other Comprehensive Income (Loss)

Other comprehensive net income (loss) consists of foreign currency translation adjustments, unrealized gains and losses on our derivative financial instruments, and the net actuarial gains and losses of our defined benefit plans, the sum of which, together with net income (loss), constitutes comprehensive income (loss). See Note 15 . All components are shown net of tax.

Recent Accounting Pronouncements

Effective in 2018

ASU 2014-09 — On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers," ("ASC 606") which provides common revenue recognition guidance for U.S. generally accepted accounting principles. Under ASC 606, an entity recognizes revenue when it transfers promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. It also requires additional detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

We applied ASC 606 to all contracts that were not complete as of January 1, 2018 using the modified retrospective method of adoption; therefore, the comparative information for the years ended December 31, 2017 and 2016 was not adjusted and continues to be reported under Accounting Standards Codification ("ASC") Topic 605.

Upon adoption of ASC 606, we determined that revenue in our maintenance services business should be recognized over time as repair and maintenance projects are completed, using an input approach based on the costs incurred relative to the total estimated costs of performing the project. Accordingly, we have recorded contract assets of $10.2 million as of December 31, 2018 related to unbilled revenues recognized on repair and maintenance services that have been performed, but for which the entire project has not yet been completed, and the railcar has not yet been shipped to the customer. These contract assets are included within the Receivables, net of allowance line on our Consolidated Balance Sheet. The impact of revenue recognition over time was nominal upon the initial adoption of ASC 606 and therefore no adjustment to January 1, 2018 opening retained earnings was recorded.

Revenue recognition policies for our other continuing businesses were substantially unchanged by the adoption of ASU 2014-09.

ASU 2018-02 — In February 2018, the FASB issued Accounting Standards Update No. 2018-02, “Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” (“ASU 2018-02”) which gives entities the option to reclassify from Accumulated Other Comprehensive Loss ("AOCL") to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act") enacted on December 22, 2017. ASU 2018-02 became effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. We elected to adopt ASU 2018-02 as of January 1, 2018 resulting in a reclassification adjustment from AOCL, increasing retained earnings by $18.7 million for the year ended December 31, 2018 .

ASU 2017-07 — In March 2017, the FASB issued Accounting Standards Update No. 2017-07, “Compensation - Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,” (“ASU 2017-07”) which changes how companies that sponsor defined benefit pension plans present the related net periodic benefit cost in the income statement. The service cost component of net periodic benefit cost continues to be presented in the same income statement line items; however, other components of net periodic benefit cost are now presented in other income and excluded from operating profit. We adopted ASU 2017-07 effective January 1, 2018. Amounts previously reported have been adjusted to reflect this change.

ASU 2016-18 — In November 2016, the FASB issued Accounting Standards Update No. 2016-18, "Restricted Cash," ("ASU 2016-18") which clarifies how entities should present restricted cash and restricted cash equivalents in the Statement of Cash Flows. This new guidance requires a reconciliation of totals in the Statement of Cash Flows to the related cash and cash equivalents and restricted cash captions in the Consolidated Balance Sheets. We adopted ASU 2016-18 effective January 1, 2018. Amounts previously reported have been adjusted to reflect this change.

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Effective in 2019

ASU 2016-02 — In February 2016, the FASB issued ASU No. 2016-02, "Leases," ("ASC 842") which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASC 842 is effective for public companies during interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. In July 2018, the FASB issued ASU No. 2018-11, which permits entities to record the right-of-use asset and lease liability on the date of adoption, with no requirement to recast comparative periods.

We adopted ASC 842 effective January 1, 2019 and are currently finalizing the impact of the standard on our accounting policies, processes, disclosures, and internal control over financial reporting. We elected the optional transition method of recognizing a cumulative-effect adjustment to the opening balance of retained earnings on January 1, 2019. Therefore, comparative financial information will not be adjusted and will continue to be reported under ASC 840. We also elected the transition relief package of practical expedients and as a result we will not assess 1) whether existing or expired contracts contain leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. We elected the short-term lease practical expedient by establishing an accounting policy to exclude leases with a term of 12 months or less. We will not separate lease components from non-lease components for our specified asset classes. We have not elected the practical expedient to use hindsight in determining a lease term and impairment of right-of-use assets at the adoption date.

Upon adoption, we currently expect to recognize right-of-use assets and corresponding lease liabilities of approximately $40 million to $50 million on our Consolidated Balance Sheet based on the present value of future minimum lease payments under operating leases for which we are the lessee. This estimate excludes the impact of railcars that were previously under operating leases as of December 31, 2018 but which were purchased in January 2019 and are now wholly-owned by our Leasing Group. Additionally, we expect to record an adjustment to opening retained earnings of approximately $10 million to $15 million related to the derecognition of deferred profit related to sale-leaseback transactions. We expect that our accounting treatment under ASC 842 for leases in which we are the lessor will remain substantially unchanged from our current accounting treatment under ASC Topic 840. The adoption of ASC 842 is not expected to have a significant impact to our consolidated 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 as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 2 . Discontinued Operations

On November 1, 2018, we completed the separation of our infrastructure-related businesses, Arcosa. The separation was effected through a pro rata dividend to Trinity's shareholders of all outstanding Arcosa shares and was structured to qualify as a tax-free distribution for federal income tax purposes. Trinity did not retain an ownership interest in Arcosa following the completion of the spin-off transaction. In connection with the Arcosa spin-off, we recorded a reduction to retained earnings of approximately $1,753.5 million , representing the distribution of Arcosa's net assets to Trinity shareholders and Trinity's contribution of cash to Arcosa pursuant to the separation and distribution agreement. Upon completion of the spin-off transaction on November 1, 2018, the accounting requirements for reporting Arcosa as a discontinued operation were met.

We incurred $36.3 million and $14.2 million in spin-off related transaction costs during the years ended December 31, 2018 and 2017, respectively, of which $31.2 million and $14.2 million are included in income from discontinued operations, net of income taxes in the accompanying Consolidated Statements of Operations. These costs primarily relate to the preparation of regulatory filings, investment banking fees, professional fees associated with various legal, accounting, and tax matters related to the spin-off, and other separation activities within the finance, tax, legal, and information technology functions.

In connection with the spin-off transaction, Trinity and Arcosa entered into various agreements to effect the distribution and provide a framework for their relationship after the separation, including a separation and distribution agreement, a transition services agreement, an employee matters agreement, a tax matters agreement, and an intellectual property matters agreement. These agreements provide for the allocation between Trinity and Arcosa of assets, employees, liabilities, and obligations (including property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at, and after Arcosa's separation from Trinity and govern certain relationships between Trinity and Arcosa after the spin-off. Trinity is also party to certain commercial agreements with Arcosa entities. These agreements have various durations ranging between one and eighteen months. We have determined that the continuing cash flows generated by these agreements do not constitute significant continuing involvement in the operations of Arcosa. The amount billed for transition services provided under the above agreements was not material to our results of operations for the year ended December 31, 2018. As of December 31, 2018, our Consolidated Balance Sheet included a net payable of $10.4 million to Arcosa, primarily related to the final settlement of employee-related matters, tax matters, and certain other separation-related matters contemplated in the agreements described above.

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Subsequent to the spin-off and through December 31, 2018, our net sales to Arcosa totaled $6.4 million and our purchases from Arcosa totaled $25.6 million . These transactions, which occurred pursuant to the commercial agreements described above, are reflected as third-party transactions in our Consolidated Statements of Operations. At December 31, 2018, the accounts receivable and accounts payable balances recorded on our Consolidated Balance Sheet associated with these purchases and sales were $1.3 million and $10.6 million , respectively.

Arcosa is a stand-alone public company which separately reports its financial results. Due to differences between the basis of presentation for discontinued operations and the basis of presentation as a stand-alone company, the financial results of Arcosa included within discontinued operations may not be indicative of the actual financial results of Arcosa as a stand-alone company.

The following is a summary of operating results included in income from discontinued operations for the years ended December 31, 2018, 2017, and 2016 :



	Year Ended December 31,
	2018			2017		2016
	(in millions)
Revenues	$	1,042.0		$	1,265.4	$	1,498.5
Cost of revenues	840.8			971.0		1,142.9
Selling, engineering, and administrative expenses	116.8			116.3		93.7
Other (income) expense	(0.4		)	1.6		5.2
Income from discontinued operations before income taxes	84.8			176.5		256.7
Provision for income taxes	30.7			73.1		95.2
Income from discontinued operations, net of income taxes	$	54.1		$	103.4	$	161.5

The following is a summary of assets and liabilities attributable to discontinued operations, which were included in our Consolidated Balance Sheet as of December 31, 2017:



	December 31, 2017
Assets:	(in millions)
Receivables, net of allowance for doubtful accounts	165.3
Income tax receivable	4.9
Inventories	237.9
Property, plant, and equipment, net	577.6
Goodwill	571.5
Other assets	97.0
Total assets, discontinued operations	$	1,654.2

Liabilities:
Accounts payable	$	56.0
Accrued liabilities	118.0
Debt	0.5
Deferred income taxes	14.8
Other liabilities	9.1
Total liabilities, discontinued operations	$	198.4

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Note 3 . Fair Value Accounting

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. Our cash equivalents and restricted cash are instruments of the U.S. Treasury or highly-rated money market mutual funds. The assets measured as Level 1 in the fair value hierarchy are summarized below:



	Level 1
	December 31, 2018		December 31, 2017
	(in millions)
Assets:
Cash equivalents	$	124.9	$	113.1
Restricted cash	171.6		195.2
Total assets	$	296.5	$	308.3

Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Interest rate hedges are valued at exit prices obtained from each counterparty. See Note 7 and Note 11 . The equity instruments consist of warrants for the purchase of certain publicly-traded equity securities and are valued using the Black-Scholes-Merton pricing model and certain assumptions regarding the exercisability of the options under the related agreement. The assets and liabilities measured as Level 2 in the fair value hierarchy are summarized below:



	Level 2
	December 31, 2018		December 31, 2017
	(in millions)
Assets:
Equity instruments ⁽¹⁾	$	0.1	$	1.3
Interest rate hedge ⁽¹⁾	—		1.6
Total assets	$	0.1	$	2.9

Liabilities:
Interest rate hedge ⁽²⁾	$	12.9	$	—
Total liabilities	$	12.9	$	—

⁽¹⁾ Included in other assets on the Consolidated Balance Sheets

⁽²⁾ Included in accrued liabilities on the Consolidated Balance Sheets

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. As of December 31, 2018 and 2017 , we have no assets measured as Level 3 in the fair value hierarchy.

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



	December 31, 2018					December 31, 2017
	Carrying Value			Estimated Fair Value		Carrying Value			Estimated Fair Value
	(in millions)
Recourse:
Senior notes	$	399.7		$	343.7	$	399.7		$	400.3
Convertible subordinated notes	—			—		449.4			715.0
Less: unamortized discount	—					(8.2		)
	—					441.2
Capital lease obligations	—			—		28.3			28.3
	399.7			343.7		869.2			1,143.6
Less: unamortized debt issuance costs	(2.3		)			(2.9		)
	397.4					866.3
Non-recourse:
2006 secured railcar equipment notes	133.4			138.0		158.5			165.7
2009 secured railcar equipment notes	159.7			174.0		166.2			169.6
2010 secured railcar equipment notes	257.0			264.0		266.9			281.9
2017 promissory notes	660.2			660.2		293.6			293.6
2018 secured railcar equipment notes	472.2			475.2		—			—
TRIHC 2018 secured railcar equipment notes ⁽¹⁾	279.0			278.1		—			—
TILC warehouse facility	374.8			374.8		150.7			150.7
TRL 2012 secured railcar equipment notes	386.2			370.9		402.8			390.4
TRIP Master Funding secured railcar equipment notes	941.7			963.0		962.5			1,007.6
	3,664.2			3,698.2		2,401.2			2,459.5
Less: unamortized debt issuance costs	(32.4		)			(25.6		)
	3,631.8					2,375.6
Total	$	4,029.2		$	4,041.9	$	3,241.9		$	3,603.1

⁽¹⁾ Represents debt assumed in connection with the purchase of a portfolio of railcars in the fourth quarter of 2018.

The estimated fair values of our senior notes and convertible subordinated notes were based on a quoted market price in a market with little activity as of December 31, 2018 and 2017 ( Level 2 input). The estimated fair values of our 2006 , 2009 , 2010 , 2012 , and 2018 secured railcar equipment notes, TRIHC 2018 LLC ("TRIHC 2018"), and TRIP Rail Master Funding LLC (“TRIP Master Funding”) secured railcar equipment notes are based on our estimate of their fair value as of December 31, 2018 and 2017 using unobservable input values provided by a third party (Level 3 inputs). The respective carrying values of our Trinity Industries Leasing Company (“TILC”) warehouse facility and 2017 promissory notes approximate fair value because the interest rate adjusts to the market interest rate ( Level 3 input). The fair values of all other financial instruments are estimated to approximate carrying value. See Note 11 for a description of our long-term debt.

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Note 4 . Segment Information

We report operating results in three principal business segments: (1) the Railcar Leasing and Management Services Group (“Leasing Group”), which owns and operates a fleet of railcars and provides third-party fleet leasing, management, and administrative services; (2) the Rail Products Group, which manufactures and sells railcars and related parts and components, and provides maintenance services; and (3) All Other. The All Other segment includes our highway products business; our captive insurance and transportation companies; legal, environmental, and maintenance costs associated with non-operating facilities; and other peripheral businesses. Gains and losses from the sale of property, plant, and equipment related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are included in the 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.

Sales and related net profits ("deferred profit") from the Rail Products Group to the Leasing Group are recorded in the Rail Products Group and eliminated in consolidation and reflected in the "Eliminations - Lease subsidiary" line in the tables below. 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 profit of the Leasing Group, resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Sales of railcars from the lease fleet are included in the Leasing Group, with related gains and losses computed based on the net book value of the original manufacturing cost of the railcars.

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The financial information for these segments is shown in the tables below.

Year Ended December 31, 2018



	Revenues								Operating Profit (Loss)			Depreciation & Amortization		Capital Expenditures
	External		Intersegment			Total			Operating Profit (Loss)			Depreciation & Amortization		Capital Expenditures
	(in millions)
Railcar Leasing and Management Services Group	$	842.0	$	0.8		$	842.8		$	351.1		$	196.6	$	948.3
Rail Products Group	1,356.4		990.3			2,346.7			172.1			30.3		16.0
All Other	310.7		50.6			361.3			35.7			15.1		17.3
Segment Totals before Eliminations and Corporate	2,509.1		1,041.7			3,550.8			558.9			242.0		981.6
Corporate	—		—			—			(149.0		)	9.9		4.0
Eliminations – Lease subsidiary ⁽¹⁾	—		(990.0		)	(990.0		)	(95.1		)	—		—
Eliminations – Other	—		(51.7		)	(51.7		)	0.3			—		—
Consolidated Total	$	2,509.1	$	—		$	2,509.1		$	315.1		$	251.9	$	985.6

Year Ended December 31, 2017



	Revenues								Operating Profit (Loss)			Depreciation & Amortization			Capital Expenditures
	External		Intersegment			Total			Operating Profit (Loss)			Depreciation & Amortization			Capital Expenditures
	(in millions)
Railcar Leasing and Management Services Group	$	842.2	$	1.0		$	843.2		$	444.5		$	172.3		$	608.3
Rail Products Group	1,254.5		789.5			2,044.0			196.3			35.1			4.9
All Other	300.7		32.4			333.1			1.4			12.8			9.5
Segment Totals before Eliminations and Corporate	2,397.4		822.9			3,220.3			642.2			220.2			622.7
Corporate	—		—			—			(175.1		)	9.6			7.6
Eliminations – Lease subsidiary ⁽¹⁾	—		(788.6		)	(788.6		)	(96.5		)	—			—
Eliminations – Other	—		(34.3		)	(34.3		)	(2.3		)	(0.1		)	—
Consolidated Total	$	2,397.4	$	—		$	2,397.4		$	368.3		$	229.7		$	630.3

Year Ended December 31, 2016



	Revenues								Operating Profit (Loss)			Depreciation & Amortization			Capital Expenditures
	External		Intersegment			Total			Operating Profit (Loss)			Depreciation & Amortization			Capital Expenditures
	(in millions)
Railcar Leasing and Management Services Group	$	824.9	$	2.1		$	827.0		$	360.1		$	156.2		$	799.1
Rail Products Group	1,954.5		1,073.3			3,027.8			449.4			38.3			18.5
All Other	310.4		46.3			356.7			1.5			14.2			13.0
Segment Totals before Eliminations and Corporate	3,089.8		1,121.7			4,211.5			811.0			208.7			830.6
Corporate	—		—			—			(153.0		)	8.7			18.0
Eliminations – Lease subsidiary ⁽¹⁾	—		(1,070.4		)	(1,070.4		)	(180.7		)	—			—
Eliminations – Other	—		(51.3		)	(51.3		)	1.6			(0.1		)	—
Consolidated Total	$	3,089.8	$	—		$	3,089.8		$	478.9		$	217.3		$	848.6

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Total assets for these segments is shown in the table below.



	December 31, 2018			December 31, 2017
	(in millions)
Railcar Leasing and Management Services Group	$	7,096.0		$	6,267.9
Rail Products Group	1,039.1			901.9
All Other	238.5			224.4
Segment Totals before Eliminations and Corporate	8,373.6			7,394.2
Corporate	443.4			1,305.8
Assets of discontinued operations	—			1,654.2
Eliminations – Lease subsidiary	(827.7		)	(800.7		)
Eliminations – Other	(0.1		)	(10.3		)
Total Assets	$	7,989.2		$	9,543.2

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.

We operate principally in North America. Our foreign operations are primarily located in Mexico. Revenues and operating profit for our Mexico operations for the years ended December 31, 2018 , 2017 , and 2016 were not significant in relation to the Consolidated Financial Statements.

Total assets for our Mexico operations as of December 31, 2018 and 2017 are $116.0 million and $119.6 million , respectively. Total long-lived assets for our Mexico operations as of December 31, 2018 and 2017 are $84.2 million and $99.6 million , respectively.

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Note 5 . Partially-Owned Leasing Subsidiaries

Through our wholly-owned subsidiary, TILC, we formed two subsidiaries, TRIP Holdings and RIV 2013, for the purpose of providing railcar leasing in North America. Each of TRIP Holdings and RIV 2013 are direct, partially-owned subsidiaries of TILC in which we have a controlling interest. Each is governed by a seven -member board of representatives, two of whom are designated by TILC. TILC is the agent of each of TRIP Holdings and RIV 2013 and, as such, has been delegated the authority, power, and discretion to take certain actions on behalf of the respective companies.

At December 31, 2018 , the carrying value of our investment in TRIP Holdings and RIV 2013 totaled $189.1 million . Our weighted average ownership interest in TRIP Holdings and RIV 2013 is 38% while the remaining 62% weighted average interest is owned by third-party investor-owned funds. The investment in our partially-owned leasing subsidiaries is eliminated in consolidation.

Each of TRIP Holdings and RIV 2013 has wholly-owned subsidiaries that are the owners of railcars acquired from our Rail Products and Leasing Groups. These wholly-owned subsidiaries are TRIP Master Funding (wholly-owned by TRIP Holdings) and Trinity Rail Leasing 2012 LLC ("TRL-2012", wholly-owned by RIV 2013). Railcar purchases by these subsidiaries were funded by secured borrowings and capital contributions from TILC and third-party equity investors. TILC is the contractual servicer for TRIP Master Funding and TRL-2012, with the authority to manage and service each entity's owned railcars. Our controlling interest in each of TRIP Holdings and RIV 2013 result from our combined role as both equity member and agent/servicer. The noncontrolling interest included in the accompanying Consolidated Balance Sheets represents the non-Trinity equity interest in these partially-owned subsidiaries.

We have no obligation to guarantee performance under any of our partially-owned subsidiaries' (or their respective subsidiaries') debt agreements, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields.

The assets of each of TRIP Master Funding and TRL-2012 may only be used to satisfy the particular subsidiary's liabilities, and the creditors of each of TRIP Master Funding and TRL-2012 have recourse only to the particular subsidiary's assets. Each of TILC and the third-party equity investors receive distributions from TRIP Holdings and RIV 2013, when available, in proportion to its respective equity interests, and has an interest in the net assets of the partially-owned subsidiaries upon a liquidation event in the same proportion. TILC is paid fees for the services it provides to TRIP Master Funding and TRL-2012 and has the potential to earn certain incentive fees. TILC and the third-party equity investors have commitments to provide additional equity funding to TRIP Holdings that are scheduled to expire in May 2019 contingent upon certain returns on investment in TRIP Holdings and other conditions being met. There are no remaining equity commitments with respect to RIV 2013.

See Note 11 regarding the debt of TRIP Holdings and RIV 2013 and their respective subsidiaries.

Investments in Unconsolidated Affiliates

During the fourth quarter of 2018, TILC acquired a 5% equity interest in an RIV fund that is managed and controlled by a third party that is also one of our RIV partners. We have evaluated the potential for consolidation using the variable interest model and have determined that Trinity is not required to consolidate this entity. The carrying value of our equity investment in this entity was not significant to our Consolidated Balance Sheet as of December 31, 2018.

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Note 6 . Railcar Leasing and Management Services Group

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



	December 31, 2018
	Leasing Group
	Wholly- Owned Subsidiaries			Partially- Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash and cash equivalents	$	6.0		$	—		$	173.2		$	179.2
Property, plant, and equipment, net	$	4,976.5		$	1,814.7		$	370.9		$	7,162.1
Net deferred profit on railcars sold to the Leasing Group										(827.7		)
Consolidated property, plant, and equipment, net										$	6,334.4
Restricted cash	$	134.9		$	36.6		$	0.1		$	171.6
Debt:
Recourse	$	—		$	—		$	400.0		$	400.0
Less: unamortized discount	—			—			(0.3		)	(0.3		)
Less: unamortized debt issuance costs	—			—			(2.3		)	(2.3		)
	—			—			397.4			397.4
Non-recourse	2,339.0			1,327.9			—			3,666.9
Less: unamortized discount	(2.7		)	—			—			(2.7		)
Less: unamortized debt issuance costs	(19.7		)	(12.7		)	—			(32.4		)
	2,316.6			1,315.2			—			3,631.8
Total debt	$	2,316.6		$	1,315.2		$	397.4		$	4,029.2
Net deferred tax liabilities	$	797.6		$	1.0		$	(67.0	)	$	731.6



	December 31, 2017
	Leasing Group
	Wholly- Owned Subsidiaries			Partially- Owned Subsidiaries			Manufacturing/ Corporate			Total
	(in millions)
Cash, cash equivalents, and short-term marketable securities	$	3.3		$	—		$	1,094.8		$	1,098.1
Property, plant, and equipment, net	$	4,140.0		$	1,822.7		$	395.8		$	6,358.5
Net deferred profit on railcars sold to the Leasing Group										(800.7		)
Consolidated property, plant, and equipment, net										$	5,557.8
Restricted cash	$	132.2		$	62.9		$	0.1		$	195.2
Debt:
Recourse	$	28.3		$	—		$	849.4		$	877.7
Less: unamortized discount	—			—			(8.5		)	(8.5		)
Less: unamortized debt issuance costs	—			—			(2.9		)	(2.9		)
	28.3			—			838.0			866.3
Non-recourse	1,035.9			1,365.3			—			2,401.2
Less: unamortized debt issuance costs	(11.1		)	(14.5		)	—			(25.6		)
	1,024.8			1,350.8			—			2,375.6
Total debt	$	1,053.1		$	1,350.8		$	838.0		$	3,241.9
Net deferred tax liabilities	$	653.7		$	0.8		$	54.5		$	709.0

Net deferred profit on railcars sold to the Leasing Group consists of intersegment profit that is eliminated in consolidation and is, therefore, not allocated to an operating segment. See Note 5 and Note 11 for a further discussion regarding our investment in our partially-owned leasing subsidiaries and the related indebtedness. See Note 13 for a discussion of the effects of the Tax Act on net deferred tax liabilities. See Note 19 for a discussion of subsidiary guarantees of the Senior Notes.

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	Year Ended December 31,									Percent Change
	2018			2017			2016			2018 versus 2017		2017 versus 2016
	($ in millions)
Revenues:
Leasing and management	$	728.9		$	743.6		$	700.9		(2.0	)%	6.1	%
Sale of railcars owned one year or less at the time of sale	113.9			99.6			126.1			*		*
Total revenues	$	842.8		$	843.2		$	827.0		—		2.0

Operating profit:
Leasing and management	$	291.8		$	341.3		$	312.5		(14.5	)	9.2
Railcar sales:
Railcars owned one year or less at the time of sale	21.5			19.7			34.1			*		*
Railcars owned more than one year at the time of sale	50.4			83.5			13.5			*		*
Property disposition losses ⁽¹⁾	(12.6		)	—			—			*		*
Total operating profit	$	351.1		$	444.5		$	360.1		(21.0	)	23.4
Total operating profit margin	41.7		%	52.7		%	43.5		%

Leasing and management operating profit margin:	40.0		%	45.9		%	44.6		%

Selected expense information ⁽²⁾ :
Depreciation	$	196.6		$	172.3		$	156.2		14.1		10.3
Maintenance and compliance	$	99.3		$	96.4		$	104.3		3.0		(7.6	)
Rent	$	42.4		$	39.9		$	39.3		6.3		1.5
Selling, engineering, and administrative expenses	$	51.1		$	50.7		$	45.4		0.8		11.7
Interest	$	142.3		$	125.8		$	125.2		13.1		0.5

* Not meaningful

(1) Property disposition losses include a non-cash charge of $12.6 million associated with our election to forego the early purchase options contained in certain lease agreements, which is further discussed below.

(2) Depreciation, maintenance and compliance, rent, and selling, engineering, and administrative expenses are components of operating profit. Amortization of deferred profit on railcars sold from the Rail Products Group to the Leasing Group is included in the operating profit of the Leasing Group resulting in the recognition of depreciation expense based on our original manufacturing cost of the railcars. Interest expense is not a component of operating profit and includes the effect of hedges.

During the years ended December 31, 2018 , 2017 , and 2016 , we received proceeds from the sale of leased railcars as follows:



	Year Ended December 31,
	2018		2017		2016
	(in millions)
Leasing Group:
Railcars owned one year or less at the time of sale	$	113.9	$	99.6	$	126.1
Railcars owned more than one year at the time of sale	230.5		360.7		37.7
Rail Products Group	—		—		8.1
	$	344.4	$	460.3	$	171.9

Equipment consists primarily of railcars leased to third parties. The Leasing Group purchases equipment manufactured predominantly by the Rail Products 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:



	2019		2020		2021		2022		2023		Thereafter		Total
	(in millions)
Future contractual minimum rental revenues	$	541.8	$	445.2	$	333.1	$	251.3	$	160.2	$	297.3	$	2,028.9

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Debt. Wholly-owned subsidiaries. The Leasing Group’s debt at December 31, 2018 consisted primarily of non-recourse debt. In 2009 , we entered into capital lease obligations totaling $56.6 million . The capital lease obligations were guaranteed by Trinity Industries, Inc. and certain subsidiaries, and secured by railcar equipment and related leases. During the fourth quarter of 2018, we recorded a non-cash charge of $12.6 million associated with our election to forego the early purchase options contained in the lease agreements, which represents the difference between the respective carrying values of the equipment and the associated lease obligation. As of December 31, 2018 , Trinity’s wholly-owned subsidiaries included in the Leasing Group held equipment with a net book value of $3,440.0 million which is pledged as collateral for Leasing Group debt held by those subsidiaries. The net book value of unpledged equipment at December 31, 2018 was $1,459.4 million . See Note 11 for the form, maturities, and descriptions of Leasing Group debt.

Partially-owned subsidiaries. Debt owed by TRIP Holdings and RIV 2013 and their respective subsidiaries is non-recourse to Trinity and TILC. Creditors of each of TRIP Holdings and RIV 2013 and their respective subsidiaries have recourse only to the particular subsidiary's assets. TRIP Master Funding equipment with a net book value of $1,264.4 million is pledged as collateral for the TRIP Master Funding debt. TRL-2012 equipment with a net book value of $550.2 million is pledged solely as collateral for the TRL-2012 secured railcar equipment notes. See Note 5 for a description of TRIP Holdings and RIV 2013.

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 (the “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 each of the respective Trusts was considered to be the primary beneficiary of the Trust and therefore, the accounts of the Trusts, including the debt related to each of the Trusts, were not included as part of the Consolidated Financial Statements. The Leasing Group, through 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. The terms of the operating lease agreements between the subsidiaries and the remaining Trusts provided the Leasing Group with the option to purchase, at a predetermined fixed price, certain railcars from the remaining Trusts in 2019. In January 2018, the Leasing Group provided the Trusts with an irrevocable twelve-month notice of intent to exercise their option to purchase all of the Trusts' railcars. We completed the purchase in January 2019 at a purchase price of $218.4 million . As a result, 6,779 railcars previously under lease are now wholly owned by our Leasing Group. The future contractual minimum rental revenues associated with these railcars are included in the table above.

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



	2019		2020		2021		2022		2023		Thereafter		Total
	(in millions)
Future operating lease obligations	$	13.5	$	8.4	$	7.6	$	6.8	$	4.9	$	1.7	$	42.9
Future contractual minimum rental revenues	$	10.6	$	7.1	$	5.2	$	3.6	$	1.4	$	—	$	27.9

Operating lease obligations totaling $1.8 million are guaranteed by Trinity Industries, Inc. and certain subsidiaries.

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Note 7 . Derivative Instruments

We may 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 may use derivative instruments to mitigate the impact of changes in natural gas and diesel fuel prices and changes in foreign currency exchange rates. Derivative instruments that are designated and qualify as cash flow hedges, are accounted for by recording the effective portion of the gain or loss on the derivative instrument in AOCL as a separate component of stockholders' equity and reclassified into earnings in the period during which the hedged transaction affects earnings. We continuously monitor our derivative positions and the credit ratings of our counterparties and do not anticipate losses due to non-performance.

See Note 3 for discussion of how we valued our interest rate swaps at December 31, 2018 . See Note 11 for a description of our debt instruments.

Interest rate hedges



					Included in accompanying balance sheet at December 31, 2018
	Notional Amount		Interest Rate ⁽¹⁾		Asset/(Liability)			AOCL – loss/ (income)			Noncontrolling Interest
	(in millions, except %)
Expired hedges:
2006 secured railcar equipment notes	$	200.0	4.87	%	$	—		$	(0.3	)	$	—
2018 secured railcar equipment notes	$	249.3	4.41	%	$	—		$	1.3		$	—
TRIP Holdings warehouse loan	$	788.5	3.60	%	$	—		$	3.1		$	4.1
TRIP Master Funding secured railcar equipment notes	$	34.8	2.62	%	$	—		$	0.2		$	0.3
2017 promissory notes - interest rate cap	$	169.3	3.00	%	$	—		$	(0.7	)	$	—
Open hedge:
2017 promissory notes - interest rate swap	$	396.1	3.13	%	$	(12.9	)	$	12.8		$	—


⁽¹⁾	Weighted average fixed interest rate, except for the interest rate cap on the 2017 promissory notes.



	Effect on interest expense-increase/(decrease)
	Year Ended December 31,									Expected effect during next twelve months ⁽¹⁾
	2018			2017			2016			Expected effect during next twelve months ⁽¹⁾
	(in millions)
Expired hedges:
2006 secured railcar equipment notes	$	(0.2	)	$	(0.3	)	$	(0.4	)	$	0.1
2018 secured railcar equipment notes	$	0.1		$	—		$	—		$	0.2
TRIP Holdings warehouse loan	$	2.2		$	4.5		$	4.8		$	2.1
TRIP Master Funding secured railcar equipment notes	$	0.2		$	0.4		$	0.9		$	0.2
2017 promissory notes - interest rate cap	$	0.1		$	—		$	—		$	0.1
Open hedge:
2017 promissory notes - interest rate swap	$	0.3		$	—		$	—		$	0.1

⁽¹⁾ Based on the fair value of open hedges as of December 31, 2018

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 derivatives were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in 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.

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 $2.1 million of additional interest expense expected to be recognized during the twelve months following December 31, 2018 .

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In July 2011 , TRIP Holdings’ wholly-owned subsidiary, TRIP Master Funding, entered into an interest rate swap derivative instrument, expiring in 2021 , with an initial 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 TRIP Master Funding interest rate hedge was terminated in August 2017 in connection with the refinancing of the related indebtedness. The effect on interest expense is primarily a result of monthly interest settlements. The balance included in AOCL at the date the hedge was terminated is being amortized over the life of the terminated hedge with $0.2 million of additional interest expense expected to be recognized during the twelve months following December 31, 2018 .

In May 2017 , TRL-2017 purchased an interest rate cap derivative, which qualified as a cash flow hedge, to limit the LIBOR component of the interest rate on the 2017 promissory notes to a maximum rate of 3.00% . In November 2018, upon expansion of the aggregate principal amount of the 2017 promissory notes, the existing interest rate cap derivative was terminated. A new interest rate swap derivative was executed and designated as a cash flow hedge to limit the LIBOR component of the interest rate on a portion of the outstanding 2017 promissory notes. The effect on interest expense is primarily the result of amortization of the cost of the derivative with $0.2 million of additional interest expense expected to be recognized during the twelve months following December 31, 2018 .

In May 2018, Trinity Rail Leasing 2018 LLC ("TRL-2018") purchased an interest rate swaption derivative for $1.4 million to hedge the risk of potential interest rate increases prior to the TRL-2018 debt issuance. The effect on interest expense is due to amortization of the AOCL balance. The balance included in AOCL is being amortized over the life of the terminated hedge with $0.2 million of additional interest expense expected to be recognized during the twelve months following December 31, 2018 .

See Note 11 regarding the related debt instruments.

Other Derivatives

Natural gas and diesel fuel

From time to time, we may enter into derivative instruments to mitigate the impact of increases in natural gas and diesel fuel prices. For any instruments that do not qualify for hedge accounting treatment, changes in their fair values are recorded directly to the Consolidated Statement of Operations. The effect of commodity hedge transactions was immaterial to the Consolidated Financial Statements for all periods presented herein.

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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, 2018 and 2017 .



	December 31, 2018			December 31, 2017
	(in millions)
Manufacturing/Corporate:
Land	$	24.2		$	25.4
Buildings and improvements	385.5			407.7
Machinery and other	537.2			550.2
Construction in progress	16.3			8.3
	963.2			991.6
Less accumulated depreciation	(592.3		)	(595.8		)
	370.9			395.8
Leasing:
Wholly-owned subsidiaries:
Machinery and other	13.5			10.7
Equipment on lease	5,934.8			4,987.6
	5,948.3			4,998.3
Less accumulated depreciation	(971.8		)	(858.3		)
	4,976.5			4,140.0
Partially-owned subsidiaries:
Equipment on lease	2,371.9			2,315.5
Less accumulated depreciation	(557.2		)	(492.8		)
	1,814.7			1,822.7

Deferred profit on railcars sold to the Leasing Group	(1,030.0		)	(974.9		)
Less accumulated amortization	202.3			174.2
	(827.7		)	(800.7		)
	$	6,334.4		$	5,557.8

We lease certain equipment and facilities under operating leases. Future minimum rent expense on non-Leasing Group leases in each year is (in millions): 2019 - $3.3 ; 2020 - $2.1 ; 2021 - $0.7 ; 2022 - $0.5 ; 2023 - $0.4 ; and $1.4 thereafter. See Note 6 for information related to the lease agreements, future operating lease obligations, and future minimum rent expense associated with the Leasing Group.

On October 17, 2018, the Leasing Group acquired, from an unrelated seller, a portfolio of railcars for $75.4 million in cash. As a result of the purchase transaction, the Leasing Group acquired approximately 4,150 railcars, substantially all of which are currently under lease to third parties, and assumed indebtedness of approximately $283.9 million with maturities ranging from 2018 through 2035. The acquired railcars of $336.0 million and certain other net assets totaling $23.3 million were recorded on our Consolidated Balance Sheet as of the purchase date.

We did not capitalize any interest expense as part of the construction of facilities and equipment during 2018 or 2017 .

We estimate the fair market value of properties no longer in use based on the location and condition of the properties, the fair market value of similar properties in the area, and our experience selling similar properties in the past. As of December 31, 2018 , we had non-operating plants with a net book value of $15.9 million . Our estimated fair value of these assets exceeds their book value.

Note 9 . Goodwill

Goodwill by segment is as follows:



	December 31, 2018		December 31, 2017
	(in millions)
Railcar Leasing and Management Services Group	1.8		1.8
Rail Products Group	$	145.4	$	145.4
All Other	61.6		61.6
	$	208.8	$	208.8

As of December 31, 2018 and 2017 , our annual impairment test of goodwill was completed at the reporting unit level and no impairment charges were determined to be necessary.

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Note 10 . Warranties

The changes in the accruals for warranties for the years ended December 31, 2018, 2017, and 2016 are as follows:



	December 31, 2018			December 31, 2017			December 31, 2016
	(in millions)
Beginning balance	$	10.1		$	12.0		$	18.6
Warranty costs incurred	(2.8		)	(4.8		)	(7.8		)
Warranty originations and revisions	0.1			4.8			2.9
Warranty expirations	—			(1.9		)	(1.7		)
Ending balance	$	7.4		$	10.1		$	12.0

Note 11 . Debt

The following table summarizes the components of debt as of December 31, 2018 and 2017 :



	December 31, 2018			December 31, 2017
	(in millions)
Corporate – Recourse:
Revolving credit facility	$	—		$	—
Senior notes, net of unamortized discount of $0.3 and $0.3	399.7			399.7
Convertible subordinated notes, net of unamortized discount of $0 and $8.2	—			441.2
	399.7			840.9
Less: unamortized debt issuance costs	(2.3		)	(2.9		)
	397.4			838.0
Leasing – Recourse:
Capital lease obligations	—			28.3
Total recourse debt	397.4			866.3

Leasing – Non-recourse:
Wholly-owned subsidiaries:
2006 secured railcar equipment notes	133.4			158.5
2009 secured railcar equipment notes	159.7			166.2
2010 secured railcar equipment notes	257.0			266.9
2017 promissory notes	660.2			293.6
2018 secured railcar equipment notes, net of unamortized discount of $0.2 and $0	472.2			—
TRIHC 2018 secured railcar equipment notes, net of unamortized discount of $2.5 and $0	279.0			—
TILC warehouse facility	374.8			150.7
	2,336.3			1,035.9
Less: unamortized debt issuance costs	(19.7		)	(11.1		)
	2,316.6			1,024.8
Partially-owned subsidiaries:
TRL 2012 secured railcar equipment notes	386.2			402.8
TRIP Master Funding secured railcar equipment notes	941.7			962.5
	1,327.9			1,365.3
Less: unamortized debt issuance costs	(12.7		)	(14.5		)
	1,315.2			1,350.8
Total non–recourse debt	3,631.8			2,375.6
Total debt	$	4,029.2		$	3,241.9

Revolving Credit Facility — In November 2018 , upon completion of the Arcosa spin-off, our unsecured corporate revolving credit facility was reduced from $600.0 million to $450.0 million and extended through November 2023 . As of December 31, 2018 , we had letters of credit issued under our revolving credit facility in an aggregate principal amount of $57.5 million , leaving $392.5 million available for borrowing. Other than these letters of credit, there were no borrowings under our revolving credit facility as of December 31, 2018 , or for the year then ended. Of the outstanding letters of credit as of December 31, 2018 , the remaining total of $57.5 million is expected to expire in 2019 . The majority of our letters of credit obligations support our various insurance programs and generally renew by their terms each year. The revolving credit facility bears interest at a variable rate based on LIBOR or an alternate base rate at the time of the borrowing and Trinity’s leverage as measured by a consolidated total indebtedness to consolidated EBITDA ratio, and was initially set at LIBOR plus 1.25% ( 1.25% as of December 31, 2018). A

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commitment fee accrues on the average daily unused portion of the revolving facility at the rate of 0.175% to 0.30% ( 0.175% as of December 31, 2018).

The revolving credit facility requires the maintenance of ratios related to minimum interest coverage for the leasing and manufacturing operations and maximum leverage. As of December 31, 2018 , we were in compliance with all such financial covenants. Borrowings under the credit facility are guaranteed by certain of our 100%-owned subsidiaries.

Convertible Subordinated Notes — On April 23, 2018, we issued a Notice of Redemption with respect to our then outstanding 3 7/8% Convertible Subordinated Notes (the "Convertible Notes") to redeem the Convertible Notes on June 1, 2018 (the "Redemption Date") at a redemption price in cash equal to 100% of their principal amount plus accrued but unpaid interest (including any contingent interest), if any, to but excluding June 1, 2018. Immediately prior to the Redemption Date, the aggregate principal amount of Convertible Notes outstanding was approximately $449.3 million .

Prior to May 30, 2018 (the "Conversion Deadline"), holders of approximately $448.5 million aggregate principal amount of the Convertible Notes submitted notices for conversion of their Convertible Notes. As a result, on June 1, 2018, we redeemed the remaining approximately $0.8 million aggregate principal amount of the Convertible Notes for an aggregate cash amount of approximately $0.8 million , including the accrued and unpaid interest to, but excluding, June 1, 2018. Pursuant to the terms of the indenture governing the Convertible Notes, the settlement of the Convertible Notes submitted for conversion occurred on various dates between May 30, 2018 and July 3, 2018. We elected to exercise our rights to settle the converting Convertible Notes in cash rather than in shares of common stock or a combination of cash and shares of common stock. We completed conversion settlements for the remaining Convertible Notes, for an aggregate cash amount of approximately $646.6 million . Following the redemption and settlement of the conversions, there were no Convertible Notes outstanding under the indenture, and the indenture was satisfied and discharged in accordance with its terms.

The Convertible Notes were originally recorded net of unamortized discount to reflect their underlying economics by capturing the value of the conversion option at the time of issuance as borrowing costs. As of December 31, 2017, capital in excess of par value included $92.5 million related to the estimated value of the Convertible Notes’ conversion options, in accordance with ASC 470-20. Debt discount recorded in the Consolidated Balance Sheet was 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 Notes. Upon redemption of the Convertible Notes, a charge to capital in excess of par value in the amount of $152.9 million , net of tax, was recorded equal to the redemption amount in excess of the par value of the Convertible Notes representing the fair value of the conversion option redeemed.

Total interest expense recognized on the Notes for the years ended December 31, 2018 , 2017 , and 2016 , is as follows:



	Year Ended December 31,
	2018		2017		2016
	(in millions)
Coupon rate interest	$	7.2	$	17.4	$	17.4
Amortized debt discount	8.2		18.6		17.1
	$	15.4	$	36.0	$	34.5

Senior Notes Due 2024 — In September 2014, we issued $400.0 million aggregate principal amount of 4.55% senior notes ("Senior Notes") due October 2024 . Interest on the Senior Notes is payable semiannually commencing April 1, 2015. The Senior Notes rank senior to existing and future subordinated debt, including our Notes and rank equal to existing and future senior indebtedness, including our revolving credit facility. The Senior Notes are subordinated to all our existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Senior Notes contain covenants that limit our ability and/or certain subsidiaries' ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets. Our Senior Notes are fully and unconditionally and jointly and severally guaranteed by each of Trinity’s domestic subsidiaries that is a guarantor under our revolving credit facility. See Note 19 .

Wholly-owned leasing subsidiaries

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 $133.4 million was outstanding as of December 31, 2018 . 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.

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In November 2009 , Trinity Rail Leasing VII LLC, a Delaware limited liability company (“TRL VII”) and 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 $159.7 million was outstanding as of December 31, 2018 . 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 ") and 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 $257.0 million was outstanding as of December 31, 2018 . 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 .

The TILC warehouse loan facility, established to finance railcars owned by TILC, had $374.8 million in outstanding borrowings as of December 31, 2018 . In March 2018, the facility, previously totaling $1.0 billion , was extended through March 2021 at a reduced amount of $750.0 million at our election. Under the renewed facility, the entire unused facility amount of $375.2 million was available as of December 31, 2018 based on the amount of warehouse-eligible, unpledged equipment. The warehouse loan facility is a non-recourse obligation and is secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility trust. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the renewed facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 4.11% at December 31, 2018 . Amounts outstanding at maturity, absent renewal, are payable under the renewed facility in March 2022 .

In 2009 , we entered into capital lease obligations totaling $56.6 million . The capital lease obligations were guaranteed by Trinity Industries, Inc. and certain subsidiaries, and secured by railcar equipment and related leases. During the fourth quarter of 2018, we recorded a non-cash charge of $12.6 million associated with our election to forego the early purchase options contained in the lease agreements, which represents the difference between the respective carrying values of the equipment and the associated lease obligation.

Trinity Rail Leasing 2017, LLC, a Delaware limited liability company ("TRL-2017") and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, previously issued $302.4 million of promissory notes (the " 2017 Promissory Notes") due May 15, 2024 . In November 2018, the 2017 Promissory Notes were extended through November 8, 2025 at an increased aggregate amount of $663.0 million , of which $660.2 million was outstanding as of December 31, 2018 . The 2017 Promissory Notes are obligations of TRL-2017 and are non-recourse to Trinity. The 2017 Promissory Notes bear interest at Libor plus a margin for an all-in interest rate of 4.00% as of December 31, 2018 , payable monthly. The 2017 Promissory Notes are secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets acquired and owned by TRL-2017.

In June 2018 , TRL-2018, a Delaware limited liability company and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $482.5 million in Secured Railcar Equipment Notes ("the TRL-2018 Secured Railcar Equipment Notes"). The TRL-2018 Secured Railcar Equipment Notes consisted of two classes of notes with (i) an aggregate principal amount of $200.0 million of TRL-2018's Series 2018-1 Class A-1 Secured Railcar Equipment Notes (the "Class A-1 Notes"), and (ii) an aggregate principal amount of $282.5 million of TRL-2018's Series 2018-1 Class A-2 Secured Railcar Equipment Notes (the “Class A-2 Notes”). The TRL-2018 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture, dated June 20, 2018 between TRL-2018 and Wilmington Trust Company, as indenture trustee. The Class A-1 Notes, of which $190.0 million was outstanding as of December 31, 2018 , bear interest at a fixed rate of 3.82% , are payable monthly, and have a stated final maturity date of June 17, 2048 . The Class A-2 Notes, of which $282.5 million was outstanding as of December 31, 2018 , bear interest at a fixed rate of 4.62% , are payable monthly, and have a stated final maturity date of June 17, 2048 . The Notes are obligations of TRL-2018 only, secured by a portfolio of railcars and operating leases thereon acquired and owned by TRL-2018, certain cash reserves, and other assets of TRL-2018.

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In October 2018, TRIHC 2018 was acquired by the Leasing Group, from an unrelated seller, and included the entire equity interest of a railcar leasing entity for $75.4 million in cash. As a result of the purchase transaction, the Leasing Group acquired approximately 4,150 railcars, substantially all of which are currently under lease to third parties, and assumed indebtedness of approximately $283.9 million with maturities ranging from 2018 through 2035, of which $279.0 million , net of unamortized discount, was outstanding as of December 31, 2018 .

Partially-owned leasing subsidiaries

The TRIP Master Funding Secured Railcar Equipment Notes consisted 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, with a final maturity date in July 2041 . In May 2014 , TRIP Master Funding issued $335.7 million in aggregate principal amount of Series 2014-1 Secured Railcar Equipment Notes consisting of two classes with the Class A-1 notes bearing interest at 2.86% and the Class A-2 notes bearing interest at 4.09% , with a final maturity date of April 2044 . In August 2017, TRIP Master Funding issued $237.9 million in aggregate principle amount of Series 2017-1 Secured Railcar Equipment Notes pursuant to the Master Indenture between TRIP Master Funding and Wilmington Trust Company, as indenture trustee, with a final maturity date of August 2047 . The proceeds from the issuance were used primarily to retire the TRIP Master Funding Secured Railcar Equipment Notes Class A-1a and Class A-1b notes as well as the TRIP Master Funding Series 2014-1 Secured Railcar Equipment Notes Class A-1 notes in full. The TRIP Master Funding Secured Railcar Equipment Notes and the TRIP Master Funding Series 2014-1 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture dated July 6, 2011 between TRIP Master Funding and Wilmington Trust Company, as indenture trustee; are non-recourse to Trinity, TILC, TRIP Holdings, 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, 2018 , there were $508.8 million outstanding of the Class A-2 TRIP Master Funding Secured Railcar Equipment Notes and $220.7 million of the Class A-2 Series 2014-1 Secured Railcar Equipment Notes.

The TRIP Master Funding Series 2017-1 Secured Railcar Equipment Notes consist of two classes with the Class A-1 notes bearing interest at 2.71% and the Class A-2 notes bearing interest at 3.74% . The TRIP Master Funding Series 2017-1 Secured Railcar Equipment Notes are non-recourse to Trinity, TILC, TRIP Holdings, 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, 2018 , there were $77.3 million and $134.9 million of Class A-1 and Class A-2 notes outstanding, respectively.

In December 2012 , TRL- 2012 , a Delaware limited liability company and a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, 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 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 $54.8 million and $188.4 million , respectively, were outstanding as of December 31, 2018 . 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 . In May 2013, TRL-2012 became a subsidiary of one of the Company's partially-owned subsidiaries, RIV 2013. See Note 5 for further explanation. In August 2013 , TRL- 2012 issued $183.4 million in aggregate principal amount of Series 2013 -1 Secured Railcar Equipment Notes of which $143.0 million was outstanding as of December 31, 2018 . The 2013 -1 Secured Railcar Equipment Notes bear interest at a fixed rate of 3.9% , are payable monthly, and have a stated final maturity date of July 15, 2043 .

The 2012 Secured Railcar Equipment Notes and the 2013-1 Secured Railcar Equipment Notes were issued pursuant to a Master Indenture dated December 19, 2012 between TRL- 2012 and Wilmington Trust Company, as indenture trustee; are non-recourse to Trinity, TILC, RIV 2013, and the other equity investors in RIV 2013; and are secured by TRL-2012's portfolio of railcars and operating leases thereon, its cash reserves, and all other assets owned by TRL- 2012 .

TRIP Master Funding and TRL-2012 are wholly-owned subsidiaries of TRIP Holdings and RIV 2013, respectively, which, in turn, are partially-owned subsidiaries of the Company, through its wholly-owned subsidiary, TILC. Our combined weighted average ownership interest in TRIP Holdings and RIV 2013 is 38% . See Note 5 for further explanation.

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The remaining principal payments under existing debt agreements as of December 31, 2018 are as follows:



	2019		2020		2021		2022		2023		Thereafter
	(in millions)
Recourse:
Corporate	$	—	$	—	$	—	$	—	$	—	$	400.0
Non-recourse – leasing (Note 6):
2006 secured railcar equipment notes	28.3		29.8		29.2		29.9		16.2		—
2009 secured railcar equipment notes	11.2		6.6		13.4		14.1		11.8		102.6
2010 secured railcar equipment notes	7.6		14.2		20.1		21.0		22.5		171.6
2017 promissory notes	33.1		33.2		33.1		33.2		33.1		494.5
2018 secured railcar equipment notes	20.0		20.0		20.0		20.0		20.0		372.4
TRIHC 2018 secured railcar equipment notes	14.2		11.0		11.9		9.3		11.6		223.5
TILC warehouse facility	11.0		11.0		11.0		1.9		—		—
Facility termination payments - TILC warehouse facility	—		—		—		339.9		—		—
TRL 2012 secured railcar equipment notes	21.9		19.3		19.9		19.6		22.4		283.1
TRIP Master Funding secured railcar equipment notes	23.8		32.9		40.5		41.8		37.0		765.7
Total principal payments	$	171.1	$	178.0	$	199.1	$	530.7	$	174.6	$	2,813.4

Note 12 . Other, Net

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



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Foreign currency exchange transactions	$	0.9		$	—		$	(2.3	)
Gain on equity investments	(0.3		)	(0.2		)	(0.2		)
Pension	(4.3		)	(2.7		)	(1.3		)
Other	(0.2		)	2.2			(3.9		)
Other, net	$	(3.9	)	$	(0.7	)	$	(7.7	)

The amounts reported in the Pension line of the table above, previously included in operating profit, represent the non-service cost components of net periodic benefit cost, which are now included in Other, net as a result of the adoption of ASU 2017-07. See Note 1 . Other for the years ended December 31, 2018 , 2017 , and 2016 includes $1.3 million in expense, $1.7 million in expense, and $2.3 million in income, respectively, related to the change in fair value of certain equity instruments.

Note 13 . Income Taxes

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



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Current:
Federal	$	(19.1	)	$	(61.1	)	$	(195.9	)
State	(1.5		)	(1.1		)	(3.2		)
Foreign	5.3			4.5			4.4
Total current	(15.3		)	(57.7		)	(194.7		)
Deferred:
Federal
Effect of Tax Cuts and Jobs Act	(5.9		)	(476.2		)	—
Other	49.1			121.9			294.0
	43.2			(354.3		)	294.0
State	14.7			(2.8		)	11.0
Foreign	—			—			(3.5		)
Total deferred	57.9			(357.1		)	301.5
Provision	$	42.6		$	(414.8	)	$	106.8

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The provision for income taxes from continuing operations 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 our effective income tax rate on income before income taxes:



	Year Ended December 31,
	2018		2017		2016
Statutory rate	21.0	%	35.0	%	35.0	%
Effect of Tax Cuts and Jobs Act	(3.9	)	(243.7	)	—
State taxes	2.3		(1.9	)	1.2
Foreign taxes	2.9		—		—
Noncontrolling interest in partially-owned subsidiaries	(0.5	)	(2.0	)	(2.4	)
Settlements with tax authorities	—		(2.1	)	(0.1	)
Equity compensation	(1.4	)	0.8		—
Changes in valuation allowances and reserves	1.6		1.9		(1.2	)
Interest expense limitations	1.3		—		—
Changes in state laws and apportionment	5.2		(0.5	)	1.4
Other, net	(0.4	)	0.3		0.6
Effective rate	28.1	%	(212.2	)%	34.5	%

The effective tax rate is based upon the U.S. statutory rate of 21% , 35% , and 35% for the years ended December 31, 2018, 2017, and 2016, respectively, including the impacts of state income tax expense, income attributable to the noncontrolling interests in partially-owned leasing subsidiaries for which no income tax expense is provided, excess tax deficiencies (benefits) related to equity compensation in accordance with ASU 2016-09, and the completion of income tax audits that resulted in a net tax benefit and other differences. See Note 5 for a further explanation of activities with respect to our partially-owned leasing subsidiaries.

The Tax Act was enacted on December 22, 2017. The Tax Act reduced the U.S. federal corporate income tax rate from 35% to 21% . The Tax Act also required certain calendar year companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that had previously not been taxed in the U.S. as part of their 2017 tax return filing. Beginning with the 2018 tax year, the Tax Act subjects certain earnings of foreign subsidiaries to U.S. taxation; in 2018, the Company did not incur the new U.S. tax on the income of its foreign subsidiaries. For the year ended December 31, 2017, we recognized a provisional net benefit of $476.2 million . During the year ended December 31, 2018, we finalized the accounting for the enactment of the Tax Act and recorded an additional benefit of $5.9 million , primarily as a result of truing up deferred taxes and our calculation of the one-time transition tax.

Income (loss) before income taxes for the years ended December 31, 2018 , 2017 , and 2016 was $139.8 million , $186.2 million , and $307.8 million , respectively, for U.S. operations, and $11.8 million , $9.2 million , and $2.2 million , respectively, for foreign operations, principally Mexico.

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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,
	2018			2017
	(in millions)
Deferred tax liabilities:
Depreciation, depletion, and amortization	$	718.4		$	578.9
Partially-owned subsidiaries basis difference	131.7			117.2
Convertible debt	—			91.4
Total deferred tax liabilities	850.1			787.5
Deferred tax assets:
Workers compensation, pensions, and other benefits	5.7			6.6
Warranties and reserves	8.1			5.8
Equity items	34.0			31.9
Tax loss carryforwards and credits	65.5			24.8
Inventory	8.9			7.2
Accrued liabilities and other	9.1			8.1
Total deferred tax assets	131.3			84.4
Net deferred tax liabilities before valuation allowances	718.8			703.1
Valuation allowances	15.1			7.8
Net deferred tax liabilities before reserve for uncertain tax positions	733.9			710.9
Deferred tax assets included in reserve for uncertain tax positions	(2.3		)	(1.9		)
Adjusted net deferred tax liabilities	$	731.6		$	709.0

At December 31, 2018 , we had $195.5 million of federal consolidated net operating loss carryforwards and $5.7 million of tax-effected state loss carryforwards remaining. $18.9 million of the federal net operating loss carryforwards was acquired as part of an acquisition of a company in 2010 and is subject to limitations on the amount that can be utilized in any one tax year. The acquired federal net operating loss carryforwards are due to expire in 2028 and 2029 . The federal net operating loss generated in the current year can be carried forward indefinitely. We have established a valuation allowance for federal, state, and foreign tax operating losses and credits that we have estimated may not be realizable.

Taxing authority examinations

The 2015 and 2016 tax years have been reviewed by the IRS with no significant adjustments. The 2014-2018 tax years remain open. Our subsidiaries in Mexico file separate tax returns and are subject to examination by taxing authorities at different times. The entities statutes of limitations are open for their 2013 tax years and forward.

Unrecognized tax benefits

The change in unrecognized tax benefits for the years ended December 31, 2018 , 2017 , and 2016 was as follows:



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Beginning balance	$	7.0		$	20.7		$	56.9
Additions for tax positions related to the current year	—			—			—
Additions for tax positions of prior years	3.0			4.5			1.0
Reductions for tax positions of prior years	(0.3		)	—			(25.8		)
Settlements	(1.5		)	(17.2		)	(7.1		)
Expiration of statute of limitations	(0.1		)	(1.0		)	(4.3		)
Ending balance	$	8.1		$	7.0		$	20.7

Additions for tax positions related to the prior years of $3.0 million for the year ended December 31, 2018 were due to state tax positions previously taken that were adjusted upon audits. The reduction in tax positions of prior years of $25.8 million for the year ended December 31, 2016 was related to changes to transfer pricing and state taxes.

Settlements during the year ended December 31, 2018 were due to the resolution of a state audit. Settlements for the year ended December 31, 2017 were due to the Internal Revenue Service's ("IRS'") resolution of our 2006-2009 tax years. Settlements for the year ended December 31, 2016 represent the IRS' resolution of the 2010-2011 tax years. Expiration of statutes of limitations during the years ended December 31, 2018 and 2017 relate to the 2013 and 2012 federal tax return, respectively, as well as some state statutes. Settlements during the year ended December 31, 2016 were due to a state tax position effectively settled upon audit.

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The total amount of unrecognized tax benefits including interest and penalties at December 31, 2018 and 2017 , that would affect our effective tax rate if recognized, was $9.4 million and $8.2 million , respectively. There is a reasonable possibility that unrecognized federal and state tax benefits will decrease by $5.8 million by December 31, 2019 due to settlements and lapses in statutes of limitations for assessing tax years in which an extension was not requested by the taxing authority.

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 from continuing operations as of December 31, 2018 and 2017 was $3.7 million and $3.2 million , respectively. Income tax expense for the years ended December 31, 2018 , 2017 , and 2016 included increases of $0.5 million and decreases of $3.3 million and $2.8 million , respectively, with regard to interest expense and penalties related to uncertain tax positions.

Note 14 . Employee Retirement Plans

We sponsor 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,
	2018	2017	2016
Assumptions used to determine benefit obligations at the annual measurement date were:
Obligation discount rate	4.45%	3.79%	4.34%
Compensation increase rate ⁽¹⁾	n/a	4.00%	4.00%
Assumptions used to determine net periodic benefit costs were:
Obligation discount rate	3.79%	4.34%	4.79%
Long-term rate of return on plan assets	5.65%	6.25%	6.50%
Compensation increase rate ⁽¹⁾	n/a	4.00%	4.00%

⁽¹⁾ The compensation increase rate pertains to a plan associated with our Former Inland Barge Group. The Inland Barge Group was transferred to Arcosa in connection with the spin-off, but Trinity retained the pension plan. Effective as of November 1, 2018, all participants in this plan have been granted the maximum benefit allowed under the plan; therefore, the compensation increase rate is not applicable.

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 the plans' assets is an assumption reflecting the anticipated weighted average rate of earnings on the portfolio over the long-term. To arrive at this rate, estimates were developed based upon the anticipated performance of the plans' assets. The accrued benefits of our remaining pension plans were frozen in 2009.

Components of Net Periodic Benefit Cost and Other Retirement Expenses



	Year Ended December 31,
	2018			2017			2016
	(in millions)
Expense Components
Service cost	$	0.1		$	0.2		$	0.4
Interest	18.3			19.6			20.8
Expected return on plan assets	(27.4		)	(27.2		)	(27.2		)
Amortization of actuarial loss	4.8			4.9			5.1
Other	0.6			—			—
Net periodic benefit cost	(3.6		)	(2.5		)	(0.9		)
Profit sharing	11.1			7.7			7.2
Net expense	$	7.5		$	5.2		$	6.3

The expected return on plan assets is based on the plan assets' fair value. Amortization of actuarial loss is determined using the corridor method. Under the corridor method, unamortized actuarial gains or losses in excess of 10% of the greater of the projected benefit obligation or the fair value of plan assets as of the beginning of the plan year are amortized, for frozen plans, over the average expected remaining lifetime of frozen and inactive participants. Substantially all of our defined benefit plans were frozen as of December 31, 2018 .

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Obligations and funded status



	Year Ended December 31,
	2018			2017
	(in millions)
Accumulated Benefit Obligations	$	453.2		$	490.0
Projected Benefit Obligations:
Beginning of year	$	490.0		$	459.6
Service cost	0.1			0.2
Interest	18.3			19.6
Benefits paid	(20.2		)	(19.9		)
Actuarial loss	(35.6		)	30.5
Other	0.6			—
End of year	$	453.2		$	490.0
Plans' Assets:
Beginning of year	$	488.0		$	442.5
Actual return on assets	(20.7		)	62.9
Employer contributions	31.6			2.5
Benefits paid	(20.2		)	(19.9		)
End of year	$	478.7		$	488.0

Consolidated Balance Sheet Components:
Other assets	$	39.4		$	13.1
Accrued liabilities	(13.9		)	(15.1		)
Net funded status	$	25.5		$	(2.0	)
Percent of projected benefit obligations funded	105.6		%	99.6		%

None of the plans' assets are expected to be returned to us during the year ending December 31, 2019 .

Amounts recognized in other comprehensive income (loss)



	Year Ended December 31,
	2018			2017		2016
	(in millions)
Actuarial (loss) gain	$	(12.5	)	$	5.2	$	(5.3	)
Amortization of actuarial loss	4.8			4.9		5.1
Total before income taxes	(7.7		)	10.1		(0.2		)
Income tax (benefit) expense	(1.8		)	3.1		(0.1		)
Net amount recognized in other comprehensive (loss) income	$	(5.9	)	$	7.0	$	(0.1	)

At December 31, 2018 , AOCL included unrecognized actuarial losses of $140.4 million ( $107.2 million net of related income taxes). Actuarial losses included in AOCL and expected to be recognized in net periodic pension cost for the year ended December 31, 2019 are $1.1 million ( $0.8 million net of related income taxes).

Plan assets

Our pension plan 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 for the purpose of providing the capital assets necessary to meet the financial obligations made to participants of our pension plans. These strategies consider not only the expected risk and returns on the plans' assets, but also the actuarial projections of liabilities, projected contributions, and funded status. Our investment policy statement allocates our pension plan assets into two portfolios as follows:

• Liability hedging portfolio - The objective of the liability hedging portfolio is to match the characteristics of the pension plans' liabilities. This portfolio consists of fixed income holdings which are generally investment grade.

• Growth portfolio - The objective of the growth portfolio is to focus upon total return with an acceptable level of risk. This portfolio is heavily weighted toward U.S. equities with a lesser exposure to international equities, domestic real estate investment trusts, U.S. high yield and emerging market sovereign debt.

The target allocation between these two portfolios varies based on the pension plans' percentage of projected benefit obligations funded status. The range of target asset allocations has been determined after giving consideration to the expected returns of each asset category within the two portfolios, the expected performance of each asset category, the volatility of asset returns over time, and the complementary nature of the asset mix within the portfolio. The principal pension investment strategies include asset allocation and active asset management within approved guidelines. These assets are managed by an investment advisor.

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The target and actual allocations of the plans' assets at December 31, 2018 are as follows:



	Target Allocation		December 31, 2018
Cash and cash equivalents	—	%	3	%
Liability hedging portfolio	90	%	82	%
Growth portfolio	10	%	15	%
Total	100	%	100	%

The estimated fair value of the plans' assets at December 31, 2018 and 2017 , indicating input levels used to determine fair value are as follows:



	Fair Value Measurement as of December 31, 2018
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	14.0	$	—	$	—	$	14.0
Fixed Income - Government and agencies	—		77.1		—		77.1
Fixed Income - Corporate	—		309.1		—		309.1
Fixed Income - Collateralized mortgage backed	—		2.1		—		2.1
Equity common trust funds	—		69.7		—		69.7
Debt common trust funds	—		—		6.7		6.7
	$	14.0	$	458.0	$	6.7	$	478.7



	Fair Value Measurement as of December 31, 2017
	(in millions)
	Level 1		Level 2		Level 3		Total
Temporary cash investments	$	7.3	$	—	$	—	$	7.3
Debt common trust funds	—		292.8		—		292.8
Equity common trust funds	—		187.9		—		187.9
	$	7.3	$	480.7	$	—	$	488.0

The pension plans' 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 :

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.

Fixed Income - Government and agencies - These investments consist primarily of U.S. treasury bonds and notes, U.S. treasury inflation protected securities, U.S. government agency debt, municipal bonds, and other global government bonds. The fair value of these securities is based on quoted market prices when available or is based on yields currently available on comparable securities or on an industry valuation model, which maximizes observable inputs. These securities are categorized as Level 2 instruments.

Fixed Income - Corporate - These investments consist of U.S. and global corporate bonds and notes. The fair value of these securities is based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar debt instruments, the fair value is based upon an industry valuation model, which maximizes observable inputs. These securities are categorized as Level 2 instruments.

Fixed Income - Collateralized mortgage backed - Mortgage backed securities are valued using quotes from independent pricing vendors based on recent trading activity and other relevant information, including market interest rate curves, referenced credit spreads, and estimated prepayment rates, where applicable. These securities are categorized as Level 2 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 a combination of Level 2 and Level 3 instruments.

Cash flows

Employer contributions for the year ending December 31, 2019 are expected to be $1.1 million for the defined benefit plans compared to $31.6 million contributed during 2018 . Contributions to the defined benefit plans in 2018 included a one-time discretionary contribution of $25.0 million . Employer contributions to the 401(k) plan and the Supplemental Profit Sharing Plan for the year ending December 31, 2019 are expected to be $10.8 million compared to $15.4 million contributed during 2018 . Contributions to the 401(k) plan and the Supplemental Profit Sharing Plan in 2018 included $5.9 million attributable to employees who transferred to Arcosa in connection with the spin-off transaction.

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Benefit payments for our defined benefit plans expected to be paid during the next ten years are as follows:



	Year Ending December 31,
	(in millions)
2019	$	23.7
2020	24.5
2021	25.4
2022	26.4
2023	27.2
2024-2028	144.7

Participants in the 401(k) 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 AOCL for the years ended December 31, 2018 and 2017 are as follows:



	Currency translation adjustments			Unrealized loss on derivative financial instruments			Net actuarial gains/(losses) of defined benefit plans			Accumulated Other Comprehensive Loss
	(in millions)
Balances at December 31, 2016	$	(23.7	)	$	(0.1	)	$	(89.7	)	$	(113.5	)
Other comprehensive income (loss), net of tax, before reclassifications	1.3			(0.9		)	3.6			4.0
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $0.7, $1.5, and $2.2	—			3.9			3.4			7.3
Less: noncontrolling interest	—			(2.6		)	—			(2.6		)
Other comprehensive income	1.3			0.4			7.0			8.7
Balances at December 31, 2017	(22.4		)	0.3			(82.7		)	(104.8		)
Other comprehensive loss, net of tax, before reclassifications	—			(9.6		)	(9.5		)	(19.1		)
Amounts reclassified from accumulated other comprehensive loss, net of tax benefit of $-, $-, $1.1, and $1.1	—			2.3			3.6			5.9
Less: noncontrolling interest	—			(1.4		)	—			(1.4		)
Other comprehensive loss	—			(8.7		)	(5.9		)	(14.6		)
Spin-off of Arcosa	21.3			—			—			21.3
Cumulative effect of adopting accounting standard (see Note 1)	(0.2		)	0.1			(18.6		)	(18.7		)
Balances at December 31, 2018	$	(1.3	)	$	(8.3	)	$	(107.2	)	$	(116.8	)

See Note 7 for information on the reclassification of amounts in AOCL into earnings. Reclassifications of unrealized before-tax losses on derivative financial instruments are included in interest expense in the Consolidated Statements of Operations. Reclassifications of before-tax net actuarial gains/(losses) of defined benefit plans are included in other, net (income) expense in the Consolidated Statements of Operations.

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Note 16 . Stock-Based Compensation

Stock Award Plans

Our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”) provides for awarding 20,150,000 (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, 2018 , a total of 3,520,541 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. Options become exercisable in various percentages over periods ranging up to five years.

Conversion of Equity Awards Outstanding at Spin-Off Date

In connection with the Arcosa spin-off and pursuant to the anti-dilution provisions included in the Company's stock award plans, certain adjustments were made to outstanding stock-based compensation awards to Trinity employees and directors at the time of the spin-off to maintain the aggregate intrinsic value of the awards at the date of the Arcosa spin-off. Certain of these awards were converted under the shareholder method, which aligns the conversion ratio for outstanding awards with the spin-off distribution ratio set by our Board of Directors. Therefore, for every three shares of unvested Trinity restricted stock held immediately prior to the spin-off date that were converted using the shareholder method, the holder of such stock awards received an award of one share of Arcosa restricted stock.

With respect to awards that were not converted under the shareholder method, we have proportionately adjusted the number of such awards granted to Trinity employees and directors that were outstanding at the time of the Arcosa spin-off to maintain the aggregate intrinsic value of the awards at the date of the Arcosa spin-off. The conversion ratio was determined based on the volume weighted-average trading price for Trinity common stock for the five trading days before and after the Arcosa spin-off. The ratio used to adjust these awards differed insignificantly from the conversion ratio that would have resulted had the ratio been calculated based on the Trinity stock price immediately following the Arcosa spin-off. These modified awards otherwise retained substantially the same terms and conditions, including term and vesting provisions. The adjustment to these awards did not result in any additional compensation expense, and the awards will continue to vest over their original vesting period. Additionally, we will not incur any future compensation cost related to restricted shares and restricted stock units held by Arcosa employees and directors.

Stock-Based Compensation Expense

The cost of employee services received in exchange for awards of equity instruments is referred to as share-based compensation and is based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for share-based awards. Stock-based compensation expense totaled $29.3 million , $24.6 million , and $30.9 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively.

The income tax benefit related to stock-based compensation expense was $7.7 million , $14.5 million , and $14.5 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively.

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 five years and have contractual terms of ten years. There were no options outstanding at December 31, 2018 . All options outstanding at December 31, 2017 were exercisable.



	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)	Aggregate Intrinsic Value
						(in millions)
Options outstanding at December 31, 2017	34,343		$	8.12	0.9	$1.0
Granted	—		—
Exercised	(34,343	)	8.12
Cancelled	—		—
Options outstanding at December 31, 2018	—		$	—	0.0	$—

At December 31, 2018 , there was no unrecognized compensation expense related to stock options. The intrinsic value of options exercised totaled $0.7 million , $0.5 million , and zero during the years ended December 31, 2018 , 2017 , and 2016 , respectively.

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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, taking into consideration the employee's age and years of service to the Company, as defined more specifically in our benefit plans. Restricted stock and restricted stock units granted to non-employee directors under the Plan generally vest one year from the grant date and are released at that time or 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 a target level; however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level. The performance units vest 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 three years. Forfeitures are recognized as reduction to expense in the period in which they occur.



	Number of Restricted Share Awards		Weighted Average Grant-Date Fair Value per Award
Restricted share awards outstanding at December 31, 2017	6,810,381		$	21.91
Granted	1,375,017		35.02
Vested	(1,231,614	)	24.41
Forfeited	(692,637	)	26.33
Cancelled in connection with Arcosa spin-off ⁽¹⁾	(1,639,283	)	28.87
Spin-off adjustment for outstanding awards ⁽²⁾	1,335,938		20.48
Restricted share awards outstanding at December 31, 2018 ⁽³⁾	5,957,802		$	21.67

⁽¹⁾ Includes cancellations of restricted share awards attributable to Arcosa employees that were converted to equivalent shares of Arcosa restricted stock in connection with the spin-off and cancellations of certain performance units that were converted to time-based restricted stock units at the spin-off date based on performance attainment as determined by the Human Resources Committee of Trinity's Board of Directors.

⁽²⁾ Includes additional restricted stock units granted to Trinity employees to maintain the aggregate intrinsic value of awards granted prior to the spin-off and restricted stock units that were converted from performance units to time-based restricted stock units in connection with the spin-off as described above.

⁽³⁾ The balance of restricted share awards outstanding at December 31, 2018 includes approximately 1.1 million restricted shares for Arcosa employees that were converted under the shareholder method. These restricted shares will be released to Arcosa employees upon vesting, but as of the spin-off date, Trinity no longer records the compensation expense associated with these shares.

At December 31, 2018 , unrecognized compensation expense related to restricted share awards totaled $52.4 million , which will be recognized over a weighted average period of 3.6 years. The total vesting-date fair value of shares vested and released during the years ended December 31, 2018 , 2017 , and 2016 was $30.1 million , $50.2 million , and $47.0 million , respectively. The weighted average grant-date fair value of restricted share awards granted during the years ended December 31, 2018 , 2017 , and 2016 was $35.02 , $28.87 , and $19.06 per share, respectively.

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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 1) the net impact of unvested restricted shares and shares that could be issued under outstanding stock options and 2) the incremental shares calculated by dividing the value of the conversion obligation in excess of the Convertible Notes' aggregate principal amount by the average price of our common stock during the period. See Note 11 for further explanation of our Convertible Notes. Total weighted average restricted shares were 5.8 million shares, 6.4 million shares, and 6.6 million shares, for the years ended December 31, 2018 , 2017 , and 2016 , respectively.

The computation of basic and diluted net income attributable to Trinity Industries, Inc. follows.



	Year Ended December 31, 2018
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS
Net income from continuing operations attributable to Trinity Industries, Inc.	$	105.2
Unvested restricted share participation	(2.2		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	103.0			144.0	$	0.72
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			1.0
Convertible subordinated notes	—			1.4
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	103.0		146.4	$	0.70

Net income from discontinued operations, net of taxes	$	54.1
Unvested restricted share participation	(0.6		)
Net income from discontinued operations, net of taxes – basic	53.5			144.0	$	0.37
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			1.0
Convertible subordinated notes	—			1.4
Net income from discontinued operations, net of taxes – diluted	$	53.5		146.4	$	0.37



	Year Ended December 31, 2017
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS
Net income from continuing operations attributable to Trinity Industries, Inc.	$	599.1
Unvested restricted share participation	(13.5		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	585.6			148.6	$	3.94
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			0.5
Convertible subordinated notes	0.3			2.9
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	585.9		152.0	$	3.85

Net income from discontinued operations, net of taxes	$	103.4
Unvested restricted share participation	(1.9		)
Net income from discontinued operations, net of taxes – basic	101.5			148.6	$	0.68
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			0.5
Convertible subordinated notes	—			2.9
Net income from discontinued operations, net of taxes – diluted	$	101.5		152.0	$	0.67

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	Year Ended December 31, 2016
	(in millions, except per share amounts)
	Income (Loss)			Average Shares	EPS
Net income from continuing operations attributable to Trinity Industries, Inc.	$	182.1
Unvested restricted share participation	(5.8		)
Net income from continuing operations attributable to Trinity Industries, Inc. – basic	176.3			148.4	$	1.19
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			—
Convertible subordinated notes	—			0.2
Net income from continuing operations attributable to Trinity Industries, Inc. – diluted	$	176.3		148.6	$	1.19

Net income from discontinued operations, net of taxes	$	161.5
Unvested restricted share participation	(3.6		)
Net income from discontinued operations, net of taxes – basic	157.9			148.4	$	1.06
Effect of dilutive securities:
Nonparticipating unvested restricted shares and stock options	—			—
Convertible subordinated notes	—			0.2
Net income from discontinued operations, net of taxes – diluted	$	157.9		148.6	$	1.06

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Note 18 . Commitments and Contingencies

Highway products litigation

We previously reported the filing of a False Claims Act (“FCA”) complaint in the United States District Court for the Eastern District of Texas, Marshall Division (“District Court”) styled Joshua Harman, on behalf of the United States of America, Plaintiff/Relator v. Trinity Industries, Inc., Defendant , Case No. 2:12-cv-00089-JRG (E.D. Tex.). In this case, in which the U.S. Government declined to intervene, the relator, Mr. Joshua Harman, alleged the Company violated the FCA pertaining to sales of the Company's ET-Plus® System, a highway guardrail end-terminal system (“ET Plus”). On October 20, 2014, a trial in this case concluded with a jury verdict stating that the Company and its subsidiary, Trinity Highway Products, LLC (“Trinity Highway Products”), “knowingly made, used or caused to be made or used, a false record or statement material to a false or fraudulent claim" and awarding $175.0 million in damages. On June 9, 2015 the District Court entered judgment on the verdict in the total amount of $682.4 million , comprised of $175.0 million in damages, which amount is automatically trebled under the FCA to $525.0 million plus $138.4 million in civil penalties and $19.0 million in costs and attorneys' fees.

On September 29, 2017, the United States Court of Appeals for the Fifth Circuit ("Fifth Circuit") reversed the District Court’s $682.4 million judgment and rendered judgment as a matter of law in favor of the Company and Trinity Highway Products. On October 27, 2017, Mr. Harman filed a Petition for Rehearing En Banc in the Fifth Circuit, which was denied by the Fifth Circuit on November 14, 2017. On February 12, 2018, the relator, Mr. Joshua Harman, filed a petition for certiorari with the United States Supreme Court, seeking a review of the Fifth Circuit's decision. On January 7, 2019, the United States Supreme Court denied Mr. Harman's petition for certiorari. The denial of Mr. Harman's petition ends this action.

State, county, and municipal actions

Mr. Harman has also filed thirteen separate state qui tam actions pursuant to: the Virginia Fraud Against Taxpayers Act ( Commonwealth of Virginia ex rel. Joshua M. Harman v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. CL13-698, in the Circuit Court, Richmond, Virginia); the Indiana False Claims and Whistleblower Protection Act ( State of Indiana ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. 49D06-1407-PL-024117, in the Sixth Court of Marion County, Indiana); the Delaware False Claims and Reporting Act ( State of Delaware ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Civ. No. N14C-06-227 MMJ CCLD, in the Superior Court of the State of Delaware In and For New Castle County); the Iowa False Claims Act ( State of Iowa ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. CVCV048309, in the Iowa District Court for Polk County); the Rhode Island False Claims Act ( State of Rhode Island ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. 14-3498, in the Superior Court for the State of Rhode Island and Providence Plantations); the Tennessee False Claims Act ( State of Tennessee ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. 14C2652, in the Circuit Court for Davidson County, Tennessee); the Minnesota False Claims Act ( State of Minnesota ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. 62-CV-14-3457, in the Second Judicial District Court, Ramsey County, Minnesota); the Montana False Claims Act ( State of Montana ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. DV 14-0692, in the Montana Thirteenth Judicial District Court for Yellowstone County); the Georgia Taxpayer Protection False Claims Act ( State of Georgia ex rel. Joshua M. Harman v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. 1:15-CV-1260, in the U.S. District Court for the Northern District of Georgia); the Florida False Claims Act ( State of Florida ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc., and Trinity Highway Products, LLC , Case No. 2014-CA-000596, in the Circuit Court of the Second Judicial Circuit in and for Leon County, Florida); the Illinois False Claims Act ( State of Illinois ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. 2014 L 000098, in the Circuit Court for the Sixth Judicial District, Sangamon County, Illinois); the Massachusetts False Claims Act ( Commonwealth of Massachusetts ex rel. Joshua M. Harman Qui Tam v. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. 1484-CV-02364, in the Superior Court Department of the Trial Court); and the Nevada False Claims Act ( State of Nevada ex rel. Joshua M. Harman V. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. A-14-699028-C, in the District Court for Clark County, Nevada). In each of these thirteen cases, Mr. Harman is alleging the Company violated the respective states' false claims act pertaining to sales of the ET Plus, and he is seeking damages, civil penalties, attorneys’ fees, costs and interest. Also, the respective states’ Attorneys General filed Notices of Election to Decline Intervention in all of these matters, with the exception of the Commonwealth of Virginia Attorney General, who intervened in the Virginia matter. Following the United States Supreme Court’s denial of Mr. Harman’s petition for certiorari, the stays have expired or been lifted by court order in the above-referenced state qui tam cases in Indiana, Minnesota, Massachusetts, Montana, Nevada, Tennessee, Iowa and Rhode Island. The Company anticipates that the stays in the remainder of the state qui tam cases referenced above will expire or be lifted in the near term.

The Company believes these state qui tam lawsuits are without merit and intends to vigorously defend all allegations. Other states could take similar or different actions, and could be considering similar state false claims or other litigation against the Company.

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The Company has been served in a lawsuit filed November 5, 2015, titled Jackson County, Missouri, individually and on behalf of a class of others similarly situated vs. Trinity Industries, Inc. and Trinity Highway Products, LLC , Case No. 1516-CV23684 (Circuit Court of Jackson County, Missouri). The case is being brought by plaintiff for and on behalf of itself and all Missouri counties with a population of 10,000 or more persons, including the City of St. Louis, and the State of Missouri’s transportation authority. The plaintiff alleges that the Company and Trinity Highway Products did not disclose design changes to the ET Plus and these allegedly undisclosed design changes made the ET Plus allegedly defective, unsafe, and unreasonably dangerous. The plaintiff alleges product liability negligence, product liability strict liability, and negligently supplying dangerous instrumentality for supplier’s business purposes. The plaintiff seeks compensatory damages, interest, attorneys' fees and costs, and in the alternative plaintiff seeks a declaratory judgment that the ET Plus is defective, the Company’s conduct was unlawful, and class-wide costs and expenses associated with removing and replacing the ET Plus throughout Missouri. On December 6, 2017, the Court granted plaintiff's Motion for Class Certification, certifying a class of Missouri counties with populations of 10,000 or more persons, including the City of St. Louis and the State of Missouri's transportation authority that have or had ET Plus guardrail end terminals with 4-inch wide guide channels installed on roadways they own or maintain. On December 18, 2017, the Company and Trinity Highway Products filed a petition for permission to appeal the Order of Class Certification in the Missouri Court of Appeals for the Western District. On March 6, 2018, the Missouri Court of Appeals denied Trinity's petition for permission to appeal the Order of Class Certification. On March 15, 2018, the Company and Trinity Highway Products filed a Petition for Writ of Prohibition with the Missouri Supreme Court, seeking review of the Order of Class Certification. On May 1, 2018, the Missouri Supreme Court denied Trinity's Petition for Writ of Prohibition seeking review of the Order of Class Certification. A trial date has been scheduled in this case for April 27, 2020.

The Company believes this lawsuit is without merit and intends to vigorously defend all allegations. While the financial impacts of these state, county, and municipal actions are currently unknown, they could be material.

Based on information currently available to the Company and previously disclosed, including, but not limited to the significance of the successful completion of eight post-verdict crash tests of the ET Plus in 2015, the favorable findings and conclusions published in 2015 by two joint task forces of the Federal Highway Administration and the American Association of State Highway and Transportation Officials regarding the ET Plus end terminal system, the Fifth Circuit's unanimous panel opinion reversing the $682.4 million judgment and rendering judgment in favor of the Company, and the United States Supreme Court’s subsequent denial of Mr. Harman's petition for certiorari in the FCA case, we currently do not believe that a loss is probable in any one or more of the actions described under "State, county, and municipal actions," therefore no accrual has been included in the accompanying Consolidated Financial Statements. Because of the complexity of these actions as well as the current status of certain of these actions, we are not able to estimate a range of possible losses with respect to any one or more of these actions.

Product liability cases

The Company is currently defending a number of product liability lawsuits in several different states that are alleged to involve the ET Plus as well as other products manufactured by Trinity Highway Products. These cases are diverse in light of the randomness of collisions in general and the fact that each accident involving a roadside device, such as an end terminal, or any other fixed object along the highway, has its own unique facts and circumstances. As previously disclosed, National Cooperative Highway Research Program Report 350 recognizes that performance of even the most carefully researched and tested roadside device is subject to physical laws and the crash worthiness of vehicles. The Company believes the District Court judgment in the FCA case, coupled with the media attention such judgment generated, caused the plaintiff’s bar to seek out individuals involved in collisions with a Trinity Highway Products manufactured product as potential clients, which resulted in additional product liability lawsuits being filed against the Company. The Company carries general liability insurance to mitigate the impact of adverse judgment exposures in these product liability cases. To the extent that the Company believes that a loss is probable with respect to these product liability cases, the accrual for such losses is included in the amounts described below under "Other matters".

Shareholder class actions

On January 11, 2016, the previously reported cases styled Thomas Nemky, Individually and On Behalf of All Other Similarly Situated v. Trinity Industries, Inc., Timothy R. Wallace, and James E. Perry , Case No. (2:15-CV-00732) (“Nemky”) and Richard J. Isolde, Individually and On Behalf of All Other Similarly Situated v. Trinity Industries, Inc., Timothy R. Wallace, and James E. Perry, Case No. (3:15-CV-2093) ("Isolde"), were consolidated in the District Court for the Northern District of Texas, with all future filings to be filed in the Isolde case. On March 9, 2016, the Court appointed the Department of the Treasury of the State of New Jersey and its Division of Investment and the Plumbers and Pipefitters National Pension Fund and United Association Local Union Officers & Employees’ Pension Fund as co-lead plaintiffs ("Lead Plaintiffs"). On May 11, 2016, the Lead Plaintiffs filed their Consolidated Complaint alleging defendants Trinity Industries, Inc., Timothy R. Wallace, James E. Perry, and Gregory B. Mitchell violated Section 10(b) of the Securities Exchange Act of 1934, Rule 10b-5 promulgated thereunder, and defendants Mr. Wallace and Mr. Perry violated Section 20(a) of the Securities Exchange Act of 1934 by making materially false and misleading statements and/or by failing to disclose material facts about Trinity's ET Plus and the FCA case styled Joshua Harman, on behalf of the United States of America, Plaintiff/Relator v. Trinity Industries, Inc., Defendant , Case No. 2:12-cv-00089-JRG (E.D. Tex.).

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On August 18, 2016, Trinity, Mr. Wallace, Mr. Perry, and Mr. Mitchell filed motions to dismiss Lead Plaintiffs Consolidated Complaint, which remain pending. On March 13, 2017, the Court granted defendant’s motion to stay and administratively close proceedings pending Fifth Circuit appeal. The Company anticipates that the parties will be in communication with the Court in the near term regarding the stay and further potential proceedings in this action.

Trinity, Mr. Wallace, Mr. Perry, and Mr. Mitchell deny and intend to vigorously defend against the allegations in the Isolde case. Based on the information available to the Company, we currently do not believe that a loss is probable with respect to this shareholder class action; therefore no accrual has been included in the accompanying Consolidated Financial Statements. Because of the complexity of these actions as well as the current status of certain of these actions, we are not able to estimate a range of possible losses with respect to these matters.

Stockholder books and records requests

The Company has received multiple requests from stockholders pursuant to the Delaware General Corporation Law to review certain of the Company's books and records related to the ET Plus and the FCA case styled Joshua Harman, on behalf of the United States of America, Plaintiff/Relator v. Trinity Industries, Inc., Defendant , Case No. 2:12-cv-00089-JRG (E.D. Tex.) . The stockholders' stated purpose for seeking access to the Company's books and records is to investigate the possibility of whether the directors or officers of the Company committed breaches of fiduciary duty or other wrongdoing. In accordance with the Company's obligations under the Delaware law when such requests are properly filed, the Company has provided books and records to some of those stockholders.

Other matters

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 reasonably possible losses for such matters, inclusive of our rights in indemnity and recourse to third parties of approximately $16.9 million included as receivables in Other Assets, is $23.3 million to $45.9 million . This range includes any amount related to the Highway Products litigation matters described above in the section titled “Highway products litigation.” At December 31, 2018 , total accruals of $29.6 million , including environmental and workplace matters described below, are included in accrued liabilities in the accompanying Consolidated Balance Sheets. The Company believes any additional liability would not be material to its financial position or results of operations.

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 $1.6 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 $834.8 million as of December 31, 2018 , of which $763.9 million is for the purchase of raw materials and components, primarily by the Rail Products Group.

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Note 19 . Financial Statements for Guarantors of the Senior Notes

Our Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s 100%-owned subsidiaries: Trinity Industries Leasing Company; Trinity North American Freight Car, Inc.; Trinity Rail Group, LLC; Trinity Tank Car, Inc.; and Trinity Highway Products, LLC (collectively, the "Combined Guarantor Subsidiaries”).

The Senior Notes indenture agreement includes customary provisions for the release of the guarantees by the Combined Guarantor Subsidiaries upon the occurrence of certain allowed events including the release of one or more of the Combined Guarantor Subsidiaries as guarantor under our revolving credit facility. See Note 11 . The Senior Notes are not guaranteed by any of our remaining 100%-owned subsidiaries or partially-owned subsidiaries (“Combined Non-Guarantor Subsidiaries”).

As discussed in Note 11, on November 1, 2018, we amended our Credit Agreement and the Supplemental Indenture governing our Senior Notes to release Trinity Marine Products, Inc., Trinity Meyer Utility Structures LLC and Trinity Structural Towers, Inc. from their obligations as guarantors for the Credit Agreement and the Senior Notes effective upon completion of the Arcosa spin-off as these businesses were transferred to Arcosa in connection with the spin-off. Additionally, upon completion of the Arcosa spin-off, the accounting requirements for reporting Arcosa as a discontinued operation were met. Accordingly, we have recast the financial information included in the tables below for all periods presented to: 1) reflect the historical balances and operating results of Arcosa as discontinued operations, 2) reclassify the historical balances and operating results of Trinity Marine Products, Inc., Trinity Meyer Utility Structures LLC and Trinity Structural Towers, Inc., who were formerly guarantor subsidiaries and whose results were previously reflected in the guarantor column, to the non-guarantor column, and 3) include Trinity Highway Products, LLC in the guarantor column.

As of December 31, 2018 , assets held by the Combined Non-Guarantor Subsidiaries included $ 132.9 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $ 5,316.2 million of equipment securing certain non-recourse debt, $ 67.5 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $ 116.0 million of assets located in foreign locations. As of December 31, 2017 , assets held by the Combined Non-Guarantor Subsidiaries included $ 143.0 million of restricted cash that was not available for distribution to the Parent, $ 3,509.1 million of equipment securing certain non-recourse debt, $ 66.2 million of equipment securing certain lease obligations held by the Combined Non-Guarantor Subsidiaries, and $ 119.6 million of assets located in foreign locations.

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Statement of Operations and Comprehensive Income
Year Ended December 31, 2018
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,631.7		$	1,291.7		$	(414.3	)	$	2,509.1
Cost of revenues	2.0			1,395.6			988.4			(447.2		)	1,938.8
Selling, engineering, and administrative expenses	141.7			107.2			47.7			—			296.6
Gains on dispositions on property	1.0			15.7			24.7			—			41.4
	142.7			1,487.1			1,011.4			(447.2		)	2,194.0
Operating profit (loss)	(142.7		)	144.6			280.3			32.9			315.1
Other (income) expense	(16.9		)	38.1			142.3			—			163.5
Equity in earnings of subsidiaries, net of taxes	300.0			107.5			—			(407.5		)	—
Income (loss) before income taxes	174.2			214.0			138.0			(374.6		)	151.6
Provision (benefit) for income taxes	(1.1		)	44.2			15.5			(16.0		)	42.6
Income (loss) from continuing operations	175.3			169.8			122.5			(358.6		)	109.0
Income (loss) from discontinued operations, net of income taxes	(16.0		)	—			70.1			—			54.1
Net income (loss)	159.3			169.8			192.6			(358.6		)	163.1
Net income attributable to noncontrolling interest	—			—			—			3.8			3.8
Net income (loss) attributable to controlling interest	$	159.3		$	169.8		$	192.6		$	(362.4	)	$	159.3

Net income (loss)	$	159.3		$	169.8		$	192.6		$	(358.6	)	$	163.1
Other comprehensive loss	(5.8		)	(0.4		)	(7.0		)	—			(13.2		)
Comprehensive income	153.5			169.4			185.6			(358.6		)	149.9
Comprehensive income attributable to noncontrolling interest	—			—			—			5.2			5.2
Comprehensive income attributable to controlling interest	$	153.5		$	169.4		$	185.6		$	(363.8	)	$	144.7



Statement of Operations and Comprehensive Income
Year Ended December 31, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	1,649.6		$	1,096.6	$	(348.8	)	$	2,397.4
Cost of revenues	3.0			1,314.6			831.2		(373.6		)	1,775.2
Selling, engineering, and administrative expenses	166.9			124.3			48.1		—			339.3
Gains on dispositions on property	1.1			71.0			13.3		—			85.4
	168.8			1,367.9			866.0		(373.6		)	2,029.1
Operating profit (loss)	(168.8		)	281.7			230.6		24.8			368.3
Other (income) expense	(158.6		)	122.4			209.1		—			172.9
Equity in earnings of subsidiaries, net of taxes	617.1			59.3			—		(676.4		)	—
Income (loss) before income taxes	606.9			218.6			21.5		(651.6		)	195.4
Provision (benefit) for income taxes	(86.9		)	(310.2		)	5.8		(23.5		)	(414.8		)
Income (loss) from continuing operations	693.8			528.8			15.7		(628.1		)	610.2
Income from discontinued operations, net of income taxes	8.7			—			94.7		—			103.4
Net income (loss)	702.5			528.8			110.4		(628.1		)	713.6
Net income attributable to noncontrolling interest	—			—			—		11.1			11.1
Net income (loss) attributable to controlling interest	$	702.5		$	528.8		$	110.4	$	(639.2	)	$	702.5

Net income	$	702.5		$	528.8		$	110.4	$	(628.1	)	$	713.6
Other comprehensive income (loss)	8.3			0.2			2.8		—			11.3
Comprehensive income	710.8			529.0			113.2		(628.1		)	724.9
Comprehensive income attributable to noncontrolling interest	—			—			—		13.7			13.7
Comprehensive income attributable to controlling interest	$	710.8		$	529.0		$	113.2	$	(641.8	)	$	711.2

Table of Contents



Statement of Operations and Comprehensive Income
Year Ended December 31, 2016
	Parent			Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	2,386.1	$	1,152.6	$	(448.9	)	$	3,089.8
Cost of revenues	(1.4		)	1,893.8		890.7		(471.1		)	2,312.0
Selling, engineering, and administrative expenses	147.6			117.5		48.8		—			313.9
Gains on dispositions on property	—			11.1		3.9		—			15.0
	146.2			2,000.2		935.6		(471.1		)	2,610.9
Operating profit (loss)	(146.2		)	385.9		217.0		22.2			478.9
Other (income) expense	(128.8		)	109.0		188.7		—			168.9
Equity in earnings of subsidiaries, net of taxes	353.7			45.8		—		(399.5		)	—
Income (loss) before income taxes	336.3			322.7		28.3		(377.3		)	310.0
Provision (benefit) for income taxes	16.0			143.5		7.1		(59.8		)	106.8
Income (loss) from continuing operations	320.3			179.2		21.2		(317.5		)	203.2
Income from discontinued operations, net of income taxes	23.3			—		138.2		—			161.5
Net income (loss)	343.6			179.2		159.4		(317.5		)	364.7
Net income attributable to noncontrolling interest	—			—		—		21.1			21.1
Net income (loss) attributable to controlling interest	$	343.6		$	179.2	$	159.4	$	(338.6	)	$	343.6

Net income (loss)	$	343.6		$	179.2	$	159.4	$	(317.5	)	$	364.7
Other comprehensive income	0.6			0.1		4.3		—			5.0
Comprehensive income (loss)	344.2			179.3		163.7		(317.5		)	369.7
Comprehensive income attributable to noncontrolling interest	—			—		—		24.2			24.2
Comprehensive income (loss) attributable to controlling interest	$	344.2		$	179.3	$	163.7	$	(341.7	)	$	345.5

Table of Contents



Balance Sheet
December 31, 2018
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	154.7	$	4.1	$	59.1	$	(38.7	)	$	179.2
Short-term marketable securities	—		—		—		—			—
Receivables, net of allowance	12.5		144.9		119.2		—			276.6
Income tax receivable	40.4		—		—		—			40.4
Inventory	—		448.0		77.9		(1.2		)	524.7
Property, plant, and equipment, net	42.0		1,371.9		5,644.1		(723.6		)	6,334.4
Investments in and advances to subsidiaries	4,557.8		3,091.7		551.1		(8,200.6		)	—
Restricted cash	—		—		132.9		38.7			171.6
Goodwill and other assets	205.1		186.9		118.0		(47.7		)	462.3
	$	5,012.5	$	5,247.5	$	6,702.3	$	(8,973.1	)	$	7,989.2
Liabilities:
Accounts payable	$	8.6	$	122.1	$	81.8	$	(0.4	)	$	212.1
Accrued liabilities	184.3		51.5		132.6		(0.1		)	368.3
Debt	397.4		—		3,631.8		—			4,029.2
Deferred income	—		16.5		1.2		—			17.7
Deferred income taxes	—		790.5		—		(47.4		)	743.1
Advances from subsidiaries	1,803.4		—		—		(1,803.4		)	—
Other liabilities	56.8		—		—		—			56.8
Total stockholders' equity	2,562.0		4,266.9		2,854.9		(7,121.8		)	2,562.0
	$	5,012.5	$	5,247.5	$	6,702.3	$	(8,973.1	)	$	7,989.2



Balance Sheet
December 31, 2017
	Parent		Combined Guarantor Subsidiaries		Combined Non-Guarantor Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	763.9	$	1.6	$	65.3	$	(52.2	)	$	778.6
Short-term marketable securities	319.5		—		—		—			319.5
Receivables, net of allowance	1.1		134.5		68.8		—			204.4
Income tax receivable	24.0		—		—		—			24.0
Inventory	—		341.2		62.2		(0.6		)	402.8
Property, plant, and equipment, net	47.6		2,161.1		3,865.8		(516.7		)	5,557.8
Investments in and advances to subsidiaries	5,845.4		1,807.3		528.6		(8,181.3		)	—
Restricted cash	—		—		143.0		52.2			195.2
Goodwill and other assets	130.7		189.8		88.6		(2.4		)	406.7
Assets of discontinued operations	—		—		1,654.2		—			1,654.2
	$	7,132.2	$	4,635.5	$	6,476.5	$	(8,701.0	)	$	9,543.2
Liabilities:
Accounts payable	$	7.2	$	48.3	$	64.1	$	(0.1	)	$	119.5
Accrued liabilities	182.4		47.4		92.7		(0.6		)	321.9
Debt	838.1		28.3		2,375.5		—			3,241.9
Deferred income	—		19.2		1.4		(0.1		)	20.5
Deferred income taxes	54.6		675.2		—		(1.5		)	728.3
Advances from subsidiaries	1,137.4		—		—		(1,137.4		)	—
Liabilities of discontinued operations	—		—		198.4		—			198.4
Other liabilities	54.5		—		0.2		—			54.7
Total stockholders' equity	4,858.0		3,817.1		3,744.2		(7,561.3		)	4,858.0
	$	7,132.2	$	4,635.5	$	6,476.5	$	(8,701.0	)	$	9,543.2

Table of Contents



Statement of Cash Flows
Year Ended December 31, 2018
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income	$	159.3		$	169.8		$	192.6		$	(358.6	)	$	163.1
(Income) loss from discontinued operations	16.0			—			(70.1		)	—			(54.1		)
Equity in earnings of subsidiaries, net of taxes	(300.0		)	(107.5		)	—			407.5			—
Other	(57.8		)	115.2			121.8			(14.0		)	165.2
Net cash provided (required) by operating activities - continuing	(182.5		)	177.5			244.3			34.9			274.2
Net cash provided by operating activities - discontinued	(16.0		)	—			120.9			—			104.9
Net cash provided (required) by operating activities	(198.5		)	177.5			365.2			34.9			379.1
Investing activities:
(Increase) decrease in short-term marketable securities	319.5			—			—			—			319.5
Proceeds from railcar lease fleet sales owned more than one year	—			759.5			118.7			(647.7		)	230.5
Proceeds from disposition of property and other assets	0.2			4.1			12.8			—			17.1
Capital expenditures – leasing	—			(807.3		)	(788.7		)	647.7			(948.3		)
Capital expenditures – manufacturing and other	(14.5		)	(13.8		)	(9.0		)	—			(37.3		)
Acquisitions, net of cash acquired	—			—			—			—			—
(Increase) decrease in investment in partially-owned subsidiaries	—			7.1			—			(7.1		)	—
Divestitures	—			—			—			—			—
Other	—			(1.9		)	8.1			—			6.2
Net cash provided (required) by investing activities - continuing	305.2			(52.3		)	(658.1		)	(7.1		)	(412.3		)
Net cash provided by investing activities - discontinued	—			—			(78.2		)	—			(78.2		)
Net cash provided (required) by investing activities	305.2			(52.3		)	(736.3		)	(7.1		)	(490.5		)
Financing activities:
Proceeds from issuance of common stock, net	—			—			—			—			—
Excess tax benefits from stock-based compensation	—			—			—			—			—
Payments to retire debt	(647.6		)	(1.8		)	(238.4		)	—			(887.8		)
Proceeds from issuance of debt	—			—			1,206.6			—			1,206.6
Shares repurchased	(506.1		)	—			—			—			(506.1		)
Dividends paid to common shareholders	(77.4		)	—			—			—			(77.4		)
Purchase of shares to satisfy employee tax on vested stock	(12.2		)	—			—			—			(12.2		)
Distributions to noncontrolling interest	—			—			(10.9		)	—			(10.9		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			11.0			(11.0		)	—
Change in intercompany financing between entities	527.4			(120.9		)	(389.7		)	(16.8		)	—
Other	—			—			(3.3		)	—			(3.3		)
Net cash provided (required) by financing activities - continuing	(715.9		)	(122.7		)	575.3			(27.8		)	(291.1		)
Cash distributions to Arcosa, Inc. in connection with the spin-off transaction	—			—			(220.5		)	—			(220.5		)
Net cash provided (required) by financing activities	(715.9		)	(122.7		)	354.8			(27.8		)	(511.6		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(609.2		)	2.5			(16.3		)	—			(623.0		)
Cash, cash equivalents, and restricted cash at beginning of period	763.9			1.6			208.3			—			973.8
Cash, cash equivalents, and restricted cash at end of period	$	154.7		$	4.1		$	192.0		$	—		$	350.8

Table of Contents



Statement of Cash Flows
Year Ended December 31, 2017
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income (loss)	$	702.5		$	528.8		$	110.4		$	(628.1	)	$	713.6
Income from discontinued operations	(8.7		)	—			(94.7		)	—			(103.4		)
Equity in earnings of subsidiaries, net of taxes	(617.1		)	(59.3		)	—			676.4			—
Other	115.6			(263.8		)	143.0			5.1			(0.1		)
Net cash provided by operating activities - continuing	192.3			205.7			158.7			53.4			610.1
Net cash provided by operating activities - discontinued	8.7			—			142.8			—			151.5
Net cash provided by operating activities	201.0			205.7			301.5			53.4			761.6
Investing activities:
(Increase) decrease in short-term marketable securities	(84.8		)	—			—			—			(84.8		)
Proceeds from railcar lease fleet sales owned more than one year	—			663.3			61.3			(363.9		)	360.7
Proceeds from disposition of property and other assets	—			1.4			6.4			—			7.8
Capital expenditures – leasing	—			(589.8		)	(382.4		)	363.9			(608.3		)
Capital expenditures – manufacturing and other	(7.7		)	(5.2		)	(9.1		)	—			(22.0		)
(Increase) decrease in investment in partially-owned subsidiaries	—			35.0			—			(35.0		)	—
Other	—			—			0.3			—			0.3
Net cash provided (required) by investing activities - continuing	(92.5		)	104.7			(323.5		)	(35.0		)	(346.3		)
Net cash required by investing activities - discontinued	—			—			(126.4		)	—			(126.4		)
Net cash provided (required) by investing activities	(92.5		)	104.7			(449.9		)	(35.0		)	(472.7		)
Financing activities:
Payments to retire debt	—			(3.8		)	(371.5		)	—			(375.3		)
Proceeds from issuance of debt	—			—			533.5			—			533.5
Shares repurchased	(79.4		)	—			—			—			(79.4		)
Dividends paid to common shareholders	(72.6		)	—			—			—			(72.6		)
Purchase of shares to satisfy employee tax on vested stock	(14.4		)	—			—			—			(14.4		)
Distributions to noncontrolling interest	—			—			(48.7		)	—			(48.7		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			(35.0		)	35.0			—
Change in intercompany financing between entities	283.9			(310.3		)	79.8			(53.4		)	—
Other	—			—			0.2			—			0.2
Net cash provided (required) by financing activities	117.5			(314.1		)	158.3			(18.4		)	(56.7		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	226.0			(3.7		)	9.9			—			232.2
Cash, cash equivalents, and restricted cash at beginning of period	537.9			5.3			198.4			—			741.6
Cash, cash equivalents, and restricted cash at end of period	$	763.9		$	1.6		$	208.3		$	—		$	973.8

Table of Contents



Statement of Cash Flows
Year Ended December 31, 2016
	Parent			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
	(in millions)
Operating activities:
Net income (loss)	$	343.6		$	179.2		$	159.4		$	(317.5	)	$	364.7
Income from discontinued operations	(23.3		)	—			(138.2		)	—			(161.5		)
Equity in earnings of subsidiaries, net of taxes	(353.7		)	(45.8		)	—			399.5			—
Other	85.4			436.5			148.6			(36.2		)	634.3
Net cash provided by operating activities - continuing	52.0			569.9			169.8			45.8			837.5
Net cash provided by operating activities - discontinued	23.3			—			229.4			—			252.7
Net cash provided by operating activities	75.3			569.9			399.2			45.8			1,090.2
Investing activities:
(Increase) decrease in short-term marketable securities	(149.8		)	—			—			—			(149.8		)
Proceeds from railcar lease fleet sales owned more than one year	—			27.3			10.4			—			37.7
Proceeds from disposition of property and other assets	—			0.3			10.7			—			11.0
Capital expenditures – leasing	—			(798.7		)	(0.4		)	—			(799.1		)
Capital expenditures – manufacturing and other	(18.0		)	(5.8		)	(25.7		)	—			(49.5		)
(Increase) decrease in investment in partially-owned subsidiaries	—			17.1			—			(17.1		)	—
Other	—			1.5			5.3			—			6.8
Net cash provided (required) by investing activities - continuing	(167.8		)	(758.3		)	0.3			(17.1		)	(942.9		)
Net cash required by investing activities - discontinued	—			—			(79.8		)	—			(79.8		)
Net cash required by investing activities	(167.8		)	(758.3		)	(79.5		)	(17.1		)	(1,022.7		)
Financing activities:
Excess tax benefits from stock-based compensation	1.0			—			—			—			1.0
Payments to retire debt	—			(3.5		)	(158.5		)	—			(162.0		)
Shares repurchased	(34.7		)	—			—			—			(34.7		)
Dividends paid to common shareholders	(66.7		)	—			—			—			(66.7		)
Purchase of shares to satisfy employee tax on vested stock	(16.3		)	—			—			—			(16.3		)
Distributions to noncontrolling interest	—			—			(26.4		)	—			(26.4		)
Distributions to controlling interest in partially-owned leasing subsidiaries	—			—			(17.1		)	17.1			—
Change in intercompany financing between entities	(21.2		)	195.3			(128.3		)	(45.8		)	—
Other	—			—			(2.6		)	—			(2.6		)
Net cash provided (required) by financing activities	(137.9		)	191.8			(332.9		)	(28.7		)	(307.7		)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(230.4		)	3.4			(13.2		)	—			(240.2		)
Cash, cash equivalents, and restricted cash at beginning of period	768.3			1.9			211.6			—			981.8
Cash, cash equivalents, and restricted cash at end of period	$	537.9		$	5.3		$	198.4		$	—		$	741.6

Table of Contents

Note 20 . Selected Quarterly Financial Data (Unaudited)



	Three Months Ended
	March 31, 2018		June 30, 2018		September 30, 2018			December 31, 2018
	(in millions except per share data)
Revenues:
Manufacturing	$	358.9	$	420.8	$	379.7		$	507.7
Leasing	174.3		213.2		227.2			227.3
	533.2		634.0		606.9			735.0
Operating costs:
Costs of revenues:
Manufacturing	306.5		363.4		333.5			456.4
Leasing	93.4		118.5		133.0			134.1
	399.9		481.9		466.5			590.5
Selling, engineering, and administrative expenses	73.4		75.6		75.6			72.0
Gains on disposition of property	2.2		11.5		10.4			17.3
Operating profit	62.1		88.0		75.2			89.8
Income from continuing operations before income taxes	20.9		49.8		35.2			45.7
Provision for income taxes	5.7		12.5		6.7			17.7
Income from continuing operations	15.2		37.3		28.5			28.0
Income (loss) from discontinued operations, net of income taxes	26.4		28.2		(0.2		)	(0.3		)
Net income	41.6		65.5		28.3			27.7
Net income attributable to Trinity Industries, Inc.	$	40.2	$	64.1	$	27.7		$	27.3

Basic earnings per common share ⁽¹⁾ :
Income from continuing operations	$	0.09	$	0.24	$	0.19		$	0.20
Income (loss) from discontinued operations	0.18		0.19		—			—
Basic net income attributable to Trinity Industries, Inc.	$	0.27	$	0.43	$	0.19		$	0.20
Diluted earnings per common share ⁽¹⁾ :
Income from continuing operations	$	0.09	$	0.24	$	0.19		$	0.19
Income (loss) from discontinued operations	0.17		0.19		—			—
Diluted net income attributable to Trinity Industries, Inc.	$	0.26	$	0.43	$	0.19		$	0.19

_________________

⁽¹⁾ The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

Table of Contents



	Three Months Ended
	March 31, 2017		June 30, 2017		September 30, 2017		December 31, 2017
	(in millions except per share data)
Revenues:
Manufacturing	$	352.0	$	403.8	$	380.8	$	418.6
Leasing	178.6		191.9		274.9		196.8
	530.6		595.7		655.7		615.4
Operating costs:
Costs of revenues:
Manufacturing	304.2		358.6		324.2		355.8
Leasing	83.6		92.2		156.6		100.0
	387.8		450.8		480.8		455.8
Selling, engineering, and administrative expenses	79.2		85.8		85.8		88.5
Gains on disposition of property	1.0		24.0		16.0		44.4
Operating profit	64.6		83.1		105.1		115.5
Income from continuing operations before income taxes	22.4		38.8		60.2		74.0
Provision (benefit) for income taxes	3.0		16.7		23.4		(457.9		)
Income from continuing operations	19.4		22.1		36.8		531.9
Income (loss) from discontinued operations, net of income taxes	32.3		31.9		31.1		8.1
Net income	51.7		54.0		67.9		540.0
Net income attributable to Trinity Industries, Inc.	$	46.0	$	51.1	$	66.9	$	538.5

Basic earnings per common share ⁽¹⁾ :
Income from continuing operations	$	0.09	$	0.13	$	0.23	$	3.51
Income (loss) from discontinued operations	0.21		0.21		0.21		0.05
Basic net income attributable to Trinity Industries, Inc.	$	0.30	$	0.34	$	0.44	$	3.56
Diluted earnings per common share ⁽¹⁾ :
Income from continuing operations	$	0.09	$	0.12	$	0.23	$	3.37
Income (loss) from discontinued operations	0.21		0.21		0.20		0.05
Diluted net income attributable to Trinity Industries, Inc.	$	0.30	$	0.33	$	0.43	$	3.42

_________________

⁽¹⁾ The sum of the quarters may not necessarily be equal to the full year net income per common share amount.

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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.

We maintain disclosure controls and procedures designed to ensure that we are able to collect and record the information we are required to disclose in the reports we file with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. Our 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 our disclosure controls and procedures that 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 1) ensure that we are able to collect, process, and disclose the information we are required to disclose in the reports we file with the SEC within the required time periods and 2) accumulate and communicate this information to our management, including our Chief Executive and Chief Financial Officers, to allow timely decisions regarding this disclosure.

Management's Annual Report on Internal Control over Financial Reporting.

Our management 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. Our 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.

During the three months ended December 31, 2018 , there have been no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 Framework) (COSO) in Internal Control - Integrated Framework. Based on our assessment, we believe that, as of December 31, 2018 , our internal control over financial reporting was effective based on those criteria.

The effectiveness of internal control over financial reporting as of December 31, 2018 , has been audited by Ernst & Young LLP, the independent registered public accounting firm who also audited our Consolidated Financial Statements. Ernst & Young LLP's attestation report on effectiveness of our 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.

Opinion on Internal Control over Financial Reporting

We have audited Trinity Industries, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2018 , based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Trinity Industries, Inc. (and subsidiaries) (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2018 and 2017 , 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, 2018 , and the related notes and our report dated February 21, 2019 expressed an unqualified opinion thereon.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual 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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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.

Definition and Limitations of Internal Control Over Financial Reporting

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.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 21, 2019

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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 2019 Annual Meeting of Stockholders (the “ 2019 Proxy Statement”). Information relating to the executive officers of the Company is set forth in Part I of this report under the caption “Executive Officers of the Company.” Information relating to the Board of Directors' determinations concerning whether at least one of the members of the Audit Committee is an “audit committee financial expert” as that term is defined under Item 407 (d)(5) of Regulation S-K is incorporated by reference to the information set forth under the caption “Corporate Governance - Board Committees - Audit Committee” in the Company's 2019 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 2019 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 2019 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, principal accounting officer, controller, 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 2019 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 2019 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 2019 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 2019 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, 2018 .

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	—		$	—
Restricted stock units and performance units	3,375,596	(1)	$	—
	3,375,596				3,520,541
Equity compensation plans not approved by security holders	—	(2)			—
Total	3,375,596				3,520,541

____________

⁽¹⁾ Includes 3,051,228 shares of common stock issuable upon the vesting and conversion of restricted stock units and 324,368 shares of common stock issuable upon the vesting and conversion of performance units. The restricted stock units and performance units do not have an exercise price. The performance units are granted to employees based upon a target level, however, depending upon the achievement of certain specified goals during the performance period, performance units may be adjusted to a level ranging between 0% and 200% of the target level.

⁽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 stock units with a fair market value equal to the value of the fees deferred, and such 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, 2018 , there were 152,786 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 2019 Proxy Statement, under the caption “Executive Compensation - Compensation Discussion and Analysis - Components of Compensation - Post-employment Benefits.” At December 31, 2018 , there were 78,526 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 2019 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 2019 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 2018 and 2017 ” in the Company's 2019 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 Consolidated 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.

Item 16. Form 10-K Summary.

None.

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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-8, No. 333-159552),


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


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


14)	Registration Statement (Form S-8, No. 333-203876), and


15)	Registration Statement (Form S-8, No. 333-215067);

of our reports dated February 21, 2019 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, 2018 .

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 21, 2019

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, 2019

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:	Principal Executive Officer:

/s/ John L. Adams	/s/ Timothy R. Wallace
John L. Adams	Timothy R. Wallace
Director	Chairman, Chief Executive Officer, President, and Director
Dated: February 21, 2019	Dated: February 21, 2019

/s/ Brandon B. Boze
Brandon B. Boze	Principal Financial Officer:
Director
Dated: February 21, 2019	/s/ James E. Perry
	James E. Perry
/s/ John J. Diez	Senior Vice President and Chief Financial Officer
John J. Diez	Dated: February 21, 2019
Director
Dated: February 21, 2019
	Principal Accounting Officer:
/s/ Leldon E. Echols
Leldon E. Echols	/s/ Steven L. McDowell
Director	Steven L. McDowell
Dated: February 21, 2019	Vice President and Chief Accounting Officer
	Dated: February 21, 2019
/s/ Charles W. Matthews
Charles W. Matthews
Director
Dated: February 21, 2019

/s/ Jean Savage
Jean Savage
Director
Dated: February 21, 2019

/s/ Dunia A. Shive
Dunia A. Shive
Director
Dated: February 21, 2019

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

NO.		DESCRIPTION
(2.1)		Separation and Distribution Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc. (incorporated by reference to Exhibit 2.1 to our Form 8-K filed November 1, 2018).
(3.1)		Amended and Restated Certificate of Incorporation of Trinity Industries, Inc., effective May 11, 2015 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015).
(3.2)		Amended and Restated By-Laws of Trinity Industries, Inc., effective November 1, 2018 (filed herewith).
(4.1)		Specimen Common Stock Certificate of Trinity Industries, Inc. (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K for the annual period ended December 31, 2017).
(4.2)		Indenture dated September 25, 2014, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K filed September 25, 2014).
(4.2.1)		First Supplemental Indenture dated September 25, 2014, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to our Form 8-K filed September 25, 2014).
(4.2.2)		Second Supplemental Indenture dated March 24, 2015, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015).
(4.2.3)		Third Supplemental Indenture dated April 20, 2017, by and among Trinity Industries, Inc., certain of its subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).
(4.2.4)		Fourth Supplemental Indenture dated November 1, 2018, by and among Trinity Industries, Inc., Trinity Highway Products, LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.6 to our Form 8-K filed November 1, 2018).
(4.2.5)		Form of 4.550% Senior Note due 2024 (included in Exhibit 4.2.1 and incorporated by reference to Exhibit 4.2 to our Form 8-K filed September 25, 2014).
(10.1)		Form of Change in Control Agreement entered into between Trinity Industries, Inc. and the Chief Executive Officer, and other senior executives (incorporated by reference to Exhibit 10.1 to our Form 8-K filed January 25, 2019).*
(10.2)		1993 Stock Option and Incentive Plan (incorporated by reference to Exhibit 4.1 of Registration Statement No. 33-73026 filed December 15, 1993).*
(10.2.1)		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, 2016).*
(10.2.2)		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, 2016).*
(10.2.3)		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, 2016).*
(10.2.4)		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, 2016).*
(10.2.5)		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, 2016).*
(10.3)		Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2005 (filed herewith).*
(10.3.1)		Amendment No. 1 to the Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as Restated Effective January 1, 2005 (filed herewith).*
(10.3.2)		Amendment No. 2 to the Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as Restated Effective January 1, 2005 (filed herewith).*
(10.4)		Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (filed herewith).*
(10.4.1)		Amendment No. 1 to the Supplemental Retirement Plan as Amended and Restated effective January 1, 2009 (filed herewith).*
(10.5)		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, 2016).*
(10.6)		Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.9 to our Annual Report on Form 10-K for the annual period ended December 31, 2017).*

100

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


NO.		DESCRIPTION
(10.6.1)		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, 2015).*
(10.6.2)		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, 2015).*
(10.6.3)		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, 2016).*
(10.6.4)		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, 2016).*
(10.7)		Fourth 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 on May 3, 2017).*
(10.7.1)		Form of Restricted Stock Grant Agreement for grants issued prior to 2008 (filed herewith).*
(10.7.1.1)		Form of Restricted Stock Grant Agreement for grants issued commencing 2008 (filed herewith).*
(10.7.2)		Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued prior to 2008 (filed herewith).*
(10.7.2.1)		Form of Restricted Stock Unit Agreement for Non-Employee Directors for grants issued commencing 2008 (filed herewith).*
(10.7.3)		Form of Performance Restricted Stock Unit Grant Agreement for grants issued commencing 2011 through 2016 (incorporated by reference to Exhibit 10.10.6 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).*
(10.7.4)		Form of Restricted Stock Unit Agreement for grants issued commencing 2017 (incorporated by reference to Exhibit 10.2 to our Form 8-K filed on May 3, 2017).*
(10.7.5)		Form of Performance-Based Restricted Stock Unit Grant Agreement for grants issued commencing 2017 (incorporated by reference to Exhibit 10.3 to our Form 8-K filed on May 3, 2017).*
(10.7.6)		Form of Non-Employee Director Restricted Stock Grant Agreement for grants issued commencing 2017 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017).*
(10.7.7)		Form of Non-Employee Director Restricted Stock Unit Agreement for grants issued commencing 2017 (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017).*
(10.8)		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 (filed herewith).*
(10.8.1)		Form of Transition Compensation Plan and Agreement entered into between Trinity Industries, Inc. and certain officers of Trinity Industries, Inc. or its subsidiaries (filed herewith).*
(10.9)		First Amended and Restated Trinity Industries, Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K filed March 9, 2018).*
(10.10)		Amended and Restated Credit Agreement, dated as of November 1, 2018, by and among Trinity, as borrower, the lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and SunTrust Bank and Wells Fargo Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.5 to our Form 8-K filed on November 1, 2018).
(10.11)		Fourth Amended and Restated Warehouse Loan Agreement dated as of March 15, 2018, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, the banks and other lending institutions from time to time party thereto, Credit Suisse AG, New York Branch, as Agent, and Wilmington Trust Company, as Collateral Agent and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 19, 2018).
(10.12)		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, 2014).
(10.12.1)		Purchase and Contribution Agreement, dated November 5, 2009, among Trinity Industries Leasing Company, Trinity Rail Leasing Warehouse Trust, and Trinity Rail Leasing VII LLC (incorporated by reference to Exhibit 10.20.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2014).

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

NO.		DESCRIPTION
(10.13)		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 10.18 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).
(10.13.1)		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 10.18.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).
(10.14)		Board Compensation Summary Sheet (filed herewith).*
(10.15)		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 10.20 to our Annual Report on Form 10-K for the annual period ended December 31, 2015).
(10.15.1)		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 10.20.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2015).
(10.16)		Purchase and Contribution Agreement dated July 6, 2011, among TRIP Rail Leasing, LLC, Trinity Industries Leasing Company, and TRIP Rail Master Funding LLC (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).
(10.16.1)		Master Indenture dated July 6, 2011, among TRIP Rail Master Funding LLC and Wilmington Trust Company, as indenture trustee (incorporated by reference to Exhibit 10.21.1 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).
(10.17)		Form of Indemnification Agreement between Trinity Industries, Inc. and certain directors and executive officers (incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the annual period ended December 31, 2016).*
(10.18)		Master Indenture dated December 19, 2012, between Trinity Rail Leasing 2012 LLC and Wilmington Trust Company, as Indenture Trustee (filed herewith).
(10.18.1)		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).
(10.19)		Amended and Restated Term Loan Agreement dated as of November 8, 2018, among Trinity Rail Leasing 2017 LLC; Crédit Agricole Corporate and Investment Bank, as Administrative Agent for the Lenders; the Lenders; and U.S. Bank National Association, as Collateral Agent, Custodian and Depositary (incorporated by reference to Exhibit 10.1 to our Form 8-K filed November 15, 2018).
(10.19.1)		Purchase and Contribution Agreement dated as of May 15, 2017 among Trinity Rail Leasing Warehouse Trust and Trinity Industries Leasing Company, as Sellers, and Trinity Rail Leasing 2017 LLC as Purchaser (incorporated by reference to Exhibit 10.7.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017).
(10.20)		Executive Transition Agreement effective February 1, 2018 between Trinity Industries, Inc. and William A. McWhirter II (incorporated by reference to Exhibit 10.1 to our Form 8-K filed March 6, 2018).*
(10.21)		Executive Transition Agreement between Trinity Industries, Inc. and James E. Perry effective January 1, 2019 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed January 9, 2019).*
(10.22)		Note Purchase Agreement dated June 13, 2018, among Trinity Industries Leasing Company, Trinity Rail Leasing 2018 LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, DVB Capital Markets LLC, Credit Agricole Securities (USA) Inc., and Wells Fargo Securities LLC (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018).
(10.22.1)		Master Indenture dated June 20, 2018, between Trinity Rail Leasing 2018 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 June 30, 2018).
(10.22.2)		Purchase and Contribution Agreement dated June 20, 2018, between Trinity Industries Leasing Company and Trinity Rail Leasing 2018 LLC (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018).
(10.23)		Transition Services Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc. (incorporated by reference to Exhibit 10.1 to our Form 8-K filed November 1, 2018).
(10.24)		Tax Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc. (incorporated by reference to Exhibit 10.2 to our Form 8-K filed November 1, 2018).
(10.25)		Employee Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc. (incorporated by reference to Exhibit 10.3 to our Form 8-K filed November 1, 2018).

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

NO.		DESCRIPTION
(10.26)		Intellectual Property Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc. (incorporated by reference to Exhibit 10.4 to our Form 8-K filed November 1, 2018).
(10.27)		Master Confirmation - Uncollared Accelerated Share Repurchase, dated November 16, 2018, between Trinity Industries, Inc. and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on November 16, 2018).
(21)		Listing of subsidiaries of Trinity Industries, Inc. (filed herewith).
(23)		Consent of Ernst & Young LLP (contained on page 98 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 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
(32.2)		Certification pursuant to 18 U.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.

103

Exhibit 3.2

As Amended Effective November 1, 2018

BYLAWS

TRINITY INDUSTRIES, INC.

ARTICLE I.

Offices

Section 1. Registered Office . The registered office shall be located in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices . The corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors may from time to time determine, or as the business of the corporation may require.

ARTICLE II.

Meetings of Stockholders

Section 1. Location of Meetings . Meetings of the stockholders for any purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings of Stockholders . The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Nominations for election to the Board of Directors shall be made at such meeting only by or at the direction of the Board of Directors, by a nominating committee or person appointed by the Board of Directors, or by a stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2 and nominates such proposed nominee in person or by proxy at the annual meeting of stockholders. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided , however , that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth (60 ^th ) day prior to such annual meeting or (ii) the tenth (10 ^th ) day following the day on which public announcement of the date of such meeting is first made. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press

release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. To be eligible to be a nominee for election or re-election as a director, a person nominated for election or re-election as a director must deliver a written representation and agreement that such person will comply, if elected or re-elected as a director of the corporation, with all policies and guidelines applicable to all directors of the corporation, including, without limitation, all applicable corporate governance, conflict of interest and confidentiality policies and guidelines. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein.

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

At each annual meeting of the stockholders, only such business shall be conducted as shall have properly been brought before the meeting. To be properly before the meeting, the business to be conducted must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder entitled to vote at the meeting. In addition to any other applicable requirements, for business to be properly brought before the meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and present such business in person or by proxy at the annual meeting of stockholders. To be timely, a stockholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty (60) days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided , however , that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to

be timely must be so received not later than the close of business on the later of (i) the sixtieth (60 ^th ) day prior to such annual meeting or (ii) the tenth (10 ^th ) day following the day on which public announcement of the date of such meeting is first made. A stockholder's notice to the Secretary of the corporation shall set forth as to each matter that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. Notwithstanding the foregoing provisions of this Section 2 , a stockholder seeking to have a proposal included in the corporation's proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (including, but not limited to, Rule 14a-8 or its successor provision), including the requirements regarding appearance and presentation of the proposal at the stockholder meeting.

Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Section 2 ; provided, however, that nothing in this Section 2 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with the procedures set forth in this Section 2 .

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business sought to be so conducted was not properly brought before the meeting in accordance with the provisions of this Section 2 , and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

Section 3. Special Meetings of Stockholders . Special meetings of the stockholders may be called only by the Chief Executive Officer or by the Board of Directors pursuant to a resolution adopted by a majority of the directors constituting the entire Board of Directors.

Section 4. Notice of Meetings . Notice of the place, if any, date and time of all meetings of the stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date of the meeting (unless a different time is specified by law) by or at the direction of the Chief Executive Officer, the Secretary or the officer calling the meeting to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, notice to stockholders shall be in writing and delivered personally or mailed to the stockholders at their address appearing on the books of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, notice of meeting may be given to stockholders by means of electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submits a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the

beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Quorum . The holders of a majority of the shares entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at meetings of stockholders except as otherwise provided by applicable law or the Certificate of Incorporation.

Section 6. Adjournments . The Chairman of the meeting shall have the power to adjourn the meeting from time to time to reconvene at the same or some other place, if any, and notice need not be given of such adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. Election of Directors . Each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present; provided, if the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, then each director of the corporation shall be elected by the vote of a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. For purposes of this Section 7 , a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to the director’s election; votes cast shall include votes to withhold authority and exclude abstentions with respect to the director’s election.

If a nominee for director is not elected and the nominee is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Corporate Governance and Directors Nominating Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Corporate Governance and Directors Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of certification of the election results. The Corporate Governance and Directors Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Corporate Governance and Directors Nominating Committee or the decision of the Board of Directors with respect to his or her resignation.

If a director’s resignation is accepted by the Board of Directors pursuant to this Bylaw, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 2 of Article III of these Bylaws or may decrease the size of the Board of Directors.

Section 8. Voting . Except as provided in Section 7 of this Article with respect to the election of the Board of Directors, at a meeting at which a quorum is present, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the stockholders' meeting, unless the vote of a greater number is required by law or the Certificate of Incorporation. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class are limited or denied by the Certificate of Incorporation.

Section 9. Proxies . At any meeting of the stockholders, every stockholder having the right to vote may vote either in person, or by proxy appointed by an instrument in writing as to a particular meeting and any adjournment or adjournments thereof subscribed by such stockholder or by his or her duly authorized attorney‑in‑fact. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise provided by law.

Section 10. Stockholder List . The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal place of business of the corporation, and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer book or to vote at any such meeting of stockholders.

Section 11. Rules of Conduct . The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. The Chairman of the Board of Directors shall act as Chairman of the meeting and shall preside at all meetings of the stockholders. In the absence of the Chairman of the Board of Directors, the Board of Directors shall designate a person to serve as Chairman of the meeting. Except to the extent inconsistent with these Bylaws or such rules and regulations as adopted by the Board of Directors, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all acts as, in the judgment of such Chairman, are appropriate for the proper conduct of the meeting.

ARTICLE III.

Directors

Section 1. Number of Directors . The number of directors of the corporation shall be eight (8). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his or her successor is elected and qualified or until the director’s earlier death, resignation, disqualification or removal; provided, that any director may be removed at any time, with or without cause, by the holders of a majority of the shares of capital stock entitled to vote, represented in person or by proxy, at any duly constituted

meeting of stockholders called for the purpose of removing any such director or directors. Directors need not be residents of the State of Delaware or stockholders of the corporation.

Section 2. Vacancies . Any vacancy occurring in the Board of Directors may be filled by the vote of a majority of the directors then in office though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any newly created directorship(s) resulting from an increase in the authorized number of directors elected by all stockholders entitled to vote as a single class shall be filled by the vote of a majority of the directors then in office, though less than a quorum.

Section 3. Resignations . A director may resign at any time by notice given in writing or by electronic transmission to the corporation. Such resignation shall take effect at the date of receipt of such notice by the corporation or at such later time as is therein specified.

Section 4. Duties of Board of Directors . The business and affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these Bylaws directed or required to be exercised and done by the stockholders.

Section 5. Locations of Meetings . Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

Section 6. Regular Meetings . Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board of Directors or its Chairman. Written notice of regular meetings of the Board of Directors shall not be required.

Section 7. Special Meetings . Special meetings of the Board of Directors may be held at such time and at such places as may be determined by Chairman of the Board of Directors or the Presiding Director. Special meetings of the Board of Directors may be called upon twenty‑four (24) hours’ notice to each director, or such shorter period of time as the person calling the meeting deems appropriate in the circumstances, either personally or by email, mail or telephone. Neither the business to be transacted at, nor the purposes of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such special meeting.

Section 8. Quorum . A majority of the total number of Directors then fixed pursuant to Section 1 of Article III of these Bylaws shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by applicable law or the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9. Committees . The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating,

if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any members of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

Section 10. Committee Meetings . Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings. At least one-half of the members shall constitute a quorum, unless a greater percentage is specified in the committee’s charter. All matters shall be determined by a majority vote of the members present. Action to be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in proper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV.

Notices

Section 1. Notices . If mailed, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation and such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law or any successor provision thereto.

Section 2. Waivers . Whenever any notice is required to be given to any stockholder or director under the provisions of the statutes, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3. Attendance . Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V.

Officers

Section 1. Positions . Except as other provided in these Bylaws, all references to officers shall apply to both elected officers and appointed officers. The elected officers of the corporation shall consist of a Chief Executive Officer, President, Chief Financial Officer, a Secretary and a Treasurer and, in addition, one or more Senior Vice Presidents or Vice Presidents, as determined by the Board of Directors. One individual person may hold multiple offices.

Section 2. Appointment . The elected officers, and any other officers which the Board of Directors consider should be elected, shall be appointed or elected by the Board of Directors at its first meeting after each annual meeting of stockholders or at such other time and place determined by the Board and at such other times as determined by the Board of Directors to fill vacancies in elected offices. Such other officers and assistant officers and agents that are not otherwise elected by the Board of Directors may be appointed by the Chief Executive Officer of the corporation, including, with respect to each Business Group, a Chairman, a President, and one or more Vice Presidents.

Section 3. Resignation; Removal . The elected and appointed officers of the corporation shall hold office until their respective successors shall have been appointed or elected pursuant to these Bylaws and shall have qualified or until their earlier death, resignation, disqualification or removal. Any elected officer may be removed from office by a majority vote of the total number of Directors then fixed pursuant to Section 1 of Article III of these Bylaws with or without cause at any time, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any appointed officer may be removed by the Chief Executive Officer with or without cause at any time, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Chairman . The Chairman of the Board of Directors, if one is elected by the Board of Directors, shall have the powers and duties as shall be prescribed by the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors, and shall have such other powers and duties as usually pertain to such office or as may be delegated by the Board of Directors.

Section 5. Chief Executive Officer . Unless the Board of Directors shall otherwise delegate such duties, the Chief Executive Officer shall have general supervision, management, direction and control of the business of the corporation, including those listed in Section 2 and Section 3 of this Article, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer or his or her designee shall have the authority to execute bonds, leases, mortgages, promissory notes and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The Chief Executive Officer shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall perform such other duties and possess such other authority and powers as the Board of Directors may from time to time prescribe.

Section 6. Chief Financial Officer . The Chief Financial Officer shall have general financial supervision, management, direction and control of the business and affairs of the corporation and shall see that all financial orders and resolutions of the Board of Directors are carried into effect. The Chief Financial Officer shall be authorized to execute promissory notes, bonds, mortgages, leases and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The Chief Financial Officer shall have the general financial powers and duties of management usually vested in the office of chief financial officer of a corporation and shall perform such other duties and possess such other authority and powers as the Board of Directors, Chief Executive Officer or Chairman of the Board may from time to time prescribe.

Section 7. President . The President shall have the general powers and duties of management usually vested in the office of president (in circumstances where such corporation also maintains the office of chief executive officer) or chief operating officer of a corporation (including the general supervision of the day-to-day operations of the corporation) and shall perform such other duties and possess such other authority and powers as the Board of Directors, Chief Executive Officer or Chairman of the Board may from time to time prescribe.

Section 8. Vice Presidents . Each Vice President shall have such powers and duties as may be assigned to him by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the President. Each Vice President, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Chief Executive Officer or the President, perform the duties and exercise the powers of the Chief Executive Officer or the President during that officer’s absence or inability to act. The Vice Presidents shall also have the authority to execute promissory notes, bonds, mortgages, leases and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. Each Vice President shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President of the corporation shall prescribe.

Section 9. Secretary . The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when requested. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors. The Secretary shall keep in safe custody the seal of the corporation, and, when authorized by the Board of Directors or directed by the President or any Vice President, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of the Treasurer or any Assistant Secretary. The Secretary shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President of the corporation shall prescribe.

Section 10. Assistant Secretaries . The Assistant Secretaries, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer or President of the corporation shall prescribe.

Section 11. Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositaries as may be designated from time to time by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors or Chief Financial Officer, taking proper vouchers for such disbursements, and shall render to the Chief Financial Officer and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the corporation. The Treasurer shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer, Chief Financial Officer or President of the corporation shall prescribe.

Section 12. Assistant Treasurers . Each Assistant Treasurer, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. Each Assistant Treasurer shall also perform such other duties and have such other powers as the Board of Directors, Chief Executive Officer, Chief Financial Officer or President of the corporation shall prescribe.

Section 13. Other Officers . Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the Chief Executive Officer of the corporation, including a Chairman, a President, and one or more Vice Presidents of the respective Business Groups. The President or the Vice Presidents of the Business Group who, in the order of their seniority, unless otherwise determined by the Chief Executive Officer of the corporation, shall perform the duties of the Chairman or President, as the case may be, of the Business Group in the absence or disability of the Chairman or President, as the case may be, of that Business Group. Each President or Vice President, as the case may be, of a Business Group shall perform such other duties and have such other powers as the Chief Executive Officer of the corporation or the Chairman or President, as the case may be, of that Business Group shall prescribe. Business Group officers shall hold office until their respective successors shall have been chosen and shall have qualified or until their earlier death, resignation, disqualification or removal. Any Business Group officer appointed by the Chief Executive Officer may be removed by the Chief Executive Officer with or without cause at any time. Any vacancy occurring in any office of a Business Group by death, resignation, removal or otherwise shall be filled by the Chief Executive Officer of the corporation.

ARTICLE VI.

Indemnification of Directors and Officers

Section 1. Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was or has agreed to become a director or an officer of the corporation or is or was serving or has agreed to serve at the request of the corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 3 of this Article VI with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

Section 2. Right to Advancement of Expenses . In addition to the right to indemnification conferred in Section 1 of this Article VI , an indemnitee shall also have the right to be paid by the corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise. The Board of Directors, may, in the manner set forth herein, and upon approval of such indemnitee, authorize the corporation’s counsel to represent such indemnitee in any action, suit or proceeding, whether or not the corporation is a party to such action, suit or proceeding.

Section 3. Right of Indemnitee to Bring Suit . If a claim under Section 1 or 2 of this Article VI is not paid in full by the corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) business days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit (including, without limitation, if the suit is

dismissed without prejudice), or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the corporation.

Section 4. Determination Regarding Standard of Conduct . Any indemnification under this Article VI (unless ordered by a court) shall be paid by the corporation unless a determination is made (1) by the Board of Directors by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (3) by the stockholders, that indemnification is not proper in the circumstances because the indemnitee has not met the requisite standard of conduct under applicable law.

Section 5. Non-Exclusivity of Rights . The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or directors or otherwise.

Section 6. Insurance . The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 7. Nature of Rights . The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

Section 8. Severability . If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer of the corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VII.

Certificates for Shares; Record Dates; Written Consent

Section 1. Certificates for Shares . Shares of stock of the corporation may be certificated or uncertificated as provided under Delaware General Corporation Law. The corporation shall deliver, upon request, certificates representing all shares to which stockholders are entitled; and such certificates shall be signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. No certificate shall be issued for any share until the consideration therefor has been fully paid. Each certificate representing shares shall state upon the face thereof that the corporation is organized under the laws of the State of Delaware, the name of the person to whom issued, the number and class and the designation of the series, if any, which such certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value. Except as otherwise provided by law, the rights and obligations of holders of uncertificated shares and the rights and obligations of holders of certificated shares of the same class and series shall be identical.

Section 2. Signatures . The signatures of the President or Vice President, and the Secretary or Assistant Secretary, upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of the issuance.

Section 3. Replacement of Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued or may register uncertificated shares in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates or the registration of uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance or

registration thereof, require the owner of such lost or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4. Transfer of Certificates . Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate or register uncertificated shares to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Upon the receipt of proper transfer instructions of uncertificated shares by the holders thereof in person or by their duly authorized legal representatives, such uncertificated shares shall be cancelled, issuance of new equivalent certificated shares or registration of uncertificated shares shall be made to the stockholder entitled thereto and the transaction shall be recorded on the books of the corporation.

Section 5. Record Dates; Written Consent .

(a) Meetings . For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting. If no record date is fixed by the Board of Directors for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders or any adjournment thereof, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice of the meeting of stockholders is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date that is fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b) Written Consent .

(i) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date and in connection therewith, shall provide the information set forth in Section 5(b)(ii) of Article VII . The Board of Directors shall promptly, but in all

events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date upon which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the corporation having custody of the book in which proceedings of stockholders’ meeting are recorded, to the attention of the Secretary of the corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(ii) To be in proper form for purposes of this Section 5 , a request by a stockholder for the Board of Directors to fix a record date shall set forth:


(a)	As to any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent, the information set forth in Section 2(b)(i) , Section 2(b)(ii) , Section 2(b)(iii) (with respect to any written consent for the election or re-election of a director nominee) and Section 2(b)(v) of Article II with respect to such stockholder; and

(b)

As to the action or actions proposed to be taken by written consent, (1) a brief description of the action or actions, the reason for taking such action or actions and any material interest in such action or actions of any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent, (2) the text of the resolutions or consent proposed to be acted upon by written consent of the stockholders, (3) a reasonably detailed description of all agreements, arrangements and understandings between any stockholder and any other person or persons (including their name) in connection with the request or such action or actions and (4) if election of directors is one of the actions proposed to be taken by written consent, as to each person whom any stockholder proposed to be elected or re-elected as a director, the information regarding the nominee as set forth in, or required from the nominee by, Section 2 of Article II .


(c)	In addition to the requirements of this Section 5 , any stockholder seeking to take an action by written consent shall comply with all requirements of applicable law, including all of the requirements of the Securities Exchange Act of 1934, as amended, with respect to such action.

(c) Dividends; Distributions . In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days prior to such action. If no record date has been fixed by the Board of Directors, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 6. Stockholder of Record . The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VIII.

General Provisions

Section 1. Dividends . The Board of Directors may declare and the corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its Certificate of Incorporation.

Section 2. Reserves . Subject to applicable law, the Board of Directors may by resolution create a reserve or reserves out of earned surplus for any purpose or purposes and may abolish any such reserve in the same manner.

Section 3. Reports . The Board of Directors must, when requested by the holders of at least one‑third of the outstanding shares of the corporation, present written reports of the business and financial affairs of the corporation.

Section 4. Signatures . All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate as provided in these Bylaws.

Section 5. Fiscal Year . The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 6. Corporate Seal . The corporate seal shall have inscribed thereon the name of the corporation and may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 7. Conflicts . These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws may conflict with applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

Section 8. Exclusive Forum . Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation, its directors, officers or employees arising pursuant to any provision of the General Corporation Law of the State of Delaware or the corporation’s Certificate of Incorporation or these Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation, its directors, officers or employees governed by the internal affairs doctrine, except as to each of (i) through (iv) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Section 8 of Article VIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 8 of Article VIII (including, without limitation, each portion of any sentence of this Section 8 of Article VIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby

ARTICLE IX.

Amendments

These Bylaws may be altered, amended or repealed at any regular or special meeting of, or by the unanimous written consent of, the Board of Directors.

EXHIBIT 10.3

SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES

AS RESTATED EFFECTIVE JANUARY 1, 2005



	TABLE OF CONTENTS	Page
ARTICLE I	PURPOSE	1
ARTICLE II	DEFINITIONS, CONSTRUCTION, AND APPLICABILITY	2
2.01	Definitions	2
2.02	Construction	8
2.03	Applicability	8
ARTICLE III	PARTICIPATION AND SERVICE	9
3.01	Eligibility to Participate	9
3.02	Election to Participate	9
3.03	Service	11
3.04	Transfer	13
ARTICLE IV	CONTRIBUTIONS AND FORFEITURES	14
4.01	Employer Contributions	14
4.02	Participant Compensation Reduction	15
4.03	Forfeitures	16
ARTICLE V	ALLOCATIONS TO PARTICIPANTS' ACCOUNTS	18
5.01	Individual Accounts	18
5.02	Investment of Accounts	18
5.03	Account Adjustments	20
5.04	Stock Units	20
ARTICLE VI	DISTRIBUTION OF BENEFITS	23
6.01	General	23
6.02	Payments of Benefits	23
6.03	Vesting of Benefits	26
6.04	Death	28
6.05	In-Service Distributions	28
6.06	Election to Distribute Deferrals	29
6.07	Designation of Beneficiary	29
ARTICLE VII	NATURE OF PLAN; FUNDING	31
7.01	No Trust Required	31
7.02	Funding of Obligation	31



		Page
ARTICLE VIII	ADMINISTRATION	32
8.01	Appointment of Committee	32
8.02	Duties of Committee	32
8.03	Indemnification of Committee	32
8.04	Unclaimed Benefits	33
ARTICLE IX	MISCELLANEOUS	34
9.01	Nonguarantee of Employment	34
9.02	Nonalienation of Benefits	34
9.03	No Preference	34
9.04	Incompetence of Recipient	34
9.05	Texas Law to Apply	34
9.06	Claims Procedure/Arbitration	34
9.07	Reimbursement of Costs	35
9.08	Acceleration of Payment	36
ARTICLE X	AMENDMENTS OR TERMINATION OF PLAN	37
10.01	Amendment	37
10.02	Termination	37
10.03	Rights of Participants	37
ARTICLE XI	WITHDRAWING EMPLOYERS; TRANSFER TO SUCCESSOR PLAN	38
11.01	Withdrawing Employers	38
11.02	Transfer to Successor Plan	38
11.03	Compliance with Code Section 409A With Regard Article XI	39

SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF

TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES

AS RESTATED EFFECTIVE JANUARY 1, 2005

ARTICLE I

PURPOSE

TRINITY INDUSTRIES, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter, the “Company”), hereby restates

the SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES (hereinafter, the

“Plan”), such restatement to be effective as of January 1, 2005, or as otherwise stated herein;

WITNESSETH:

WHEREAS, the Company has previously adopted and maintains the Plan to promote in certain of its highly compensated employees and those of its affiliates the strongest interest in the successful operation of the business and increased efficiency in their work and to provide an opportunity for accumulation of funds for their retirement; and

WHEREAS, it is intended that the Plan be “unfunded” for purposes of the Employee Retirement Income Security Act of 1974 (hereinafter, “ERISA”); and

WHEREAS, the Company now desires to amend and restate the Plan, effective January 1, 2005, or as otherwise provided herein, to meet the applicable requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”) and intends that the Plan be interpreted and administered in accordance with Section 409A of the Code and any guidance issued thereunder.

NOW, THEREFORE, the Company hereby agrees as follows:


1.	Definitions

ARTICLE II

DEFINITIONS, CONSTRUCTION, AND APPLICABILITY

The following words and phrases, when used herein, unless their context clearly indicates otherwise, shall have the following respective meanings:


(a)	ACCOUNT: A Participant’s Compensation Reduction Contribution Account, Matching Contribution Account, Additional Matching

Contribution Account and/or Discretionary Contribution Account, as the case may be.


(b)	ADDITIONAL MATCHING CONTRIBUTION: Any amount credited by an Employer for a Plan Year to a Participant pursuant to

Section 4.01(c) of the Prior Plan in Plan Years prior to 2004.


(c)	ADDITIONAL MATCHING CONTRIBUTION ACCOUNT: The account maintained for a Participant on the books of his Employer to

which Additional Matching Contributions and adjustments related thereto were credited in Plan Years prior to 2004.


(d)	ADMINISTRATOR: Any person or persons appointed by the Committee with responsibility for any portion or all of the day-to-day operation

of the Plan.

(e)

AFFILIATE: Any corporation (other than an Employer) which is included within a controlled group of corporations (as defined in Code Section 414(b)) which includes an Employer; any trade or business (other than an Employer), whether or not incorporated, which is under common control (as defined in Code Section 414(c)) with an Employer; any organization (other than an Employer), whether or not incorporated, which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes an Employer; and any other entity required to be aggregated with an Employer pursuant to regulations under Code Section 414(o).

(f) ANNUAL INCENTIVE COMPENSATION: Any amount payable as an annual bonus to a Participant pursuant to the Company’s incentive

pay program.

(g)

AUTHORIZED LEAVE OF ABSENCE: Any absence authorized by an Employer under the Employer’s standard personnel practices provided that all persons under similar circumstances must be treated alike in the granting of such Authorized Leaves of Absence and provided further that the Participant returns within the period of authorized absence. An absence due to service in the Armed Forces of the United States shall be

considered an Authorized Leave of Absence provided that the absence is caused by war or other emergency, or provided that the Employee is required to serve under the laws of conscription in time of peace, and further provided that the Employee returns to employment with the Employer within the period provided by law.


(a)	AWARD COMPENSATION: All items taxable as the Participant’s ordinary income under the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan and any prior version of such Plan; provided that Award Compensation expressly shall not include income or gain attributable to incentive stock options awarded thereunder.


(b)	BASE COMPENSATION: All amounts payable to a Participant which constitute scheduled items of salary or wages.


(c)	BENEFICIARY: A person or persons (natural or otherwise) designated by a Participant in accordance with the provisions of Section 6.07 to

receive any death benefit which shall be payable under this Plan.

(k) CHANGE IN CONTROL: Change in Control means the occurrence of any event or transaction constituting a “change in ownership or

effective control” within the meaning of Treasury Regulations or other Internal Revenue Service guidance promulgated pursuant to

Section 409A(a)(2)(A)(v) of the Code. The occurrence of a Change in Control will be determined and certified by the Committee strictly in accordance with the foregoing sentence; the Committee may not exercise discretion in applying the requirements of relevant Internal Revenue Service guidance in the determination of the occurrence of a Change in Control.


(a)	CODE: The Internal Revenue Code of 1986, as amended from time to time.


(b)	COMMITTEE OR PLAN COMMITTEE: The persons appointed under the provisions of Article VIII to administer the Plan.


(c)	COMPANY: TRINITY INDUSTRIES, INC., a corporation organized and existing under the laws of the State of Delaware, or its successor or successors.


(d)	COMPENSATION: Annual Incentive Compensation, Award Compensation and/or Base Compensation paid to a Participant.


(e)	COMPENSATION REDUCTION CONTRIBUTION: An amount credited by an Employer for the Plan Year to a Participant pursuant to

Section 4.01(a) hereof.


(f)	COMPENSATION REDUCTION CONTRIBUTION ACCOUNT: The account maintained for a Participant on the books of his Employer

which Compensation Reduction Contributions and adjustments related thereto are credited.


(g)	DISABLED OR DISABILITY. A Participant will be considered Disabled for Plan purposes if the Participant:


(1)	is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which

can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or


(2)	is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan sponsored by the Employer.

Any determination of Disability shall be made in accordance with the requirements of Section 409A of the Code and any guidance issued

thereunder.

(s) DISCRETIONARY CONTRIBUTIONS: Any amount credited by an Employer for the Plan Year to a Participant pursuant to Section 4.01(d)

hereof.


(a)	DISCRETIONARY CONTRIBUTION ACCOUNT: The account maintained for a Participant on the books of his Employer to which

Discretionary Contributions and adjustments related thereto are credited.


(b)	EFFECTIVE DATE: Except where otherwise indicated herein, January 1, 2005, the date on which the provisions of this amended and restated

Plan become effective.

(c)

ELAPSED-TIME EMPLOYMENT: With respect to an Employee, the period beginning on his Employment Commencement Date (or Reemployment Commencement Date, as the case may be) and ending on the date of his Severance from Service. Such period shall be determined without regard to the actual number of Hours of Employment completed by the Employee during such period. Except to the extent otherwise permitted by the Committee in its sole discretion, Elapsed-Time Employment completed with an Affiliate or a Participating Employer prior to the date on which such Affiliate or Employer was included within a controlled group of corporations (as defined in Code

Section 414(b)) which includes the Company shall not be recognized under this Plan.


(d)	EMPLOYEE: Any individual on the payroll of an Employer (i) whose wages from the Employer are subject to withholding for purposes of

Federal income taxes and for purposes of the Federal Insurance Contributions Act, (ii) who is included within a “select group of management or highly compensated employees,” as such term is used in Section 401(a)(1) of ERISA, and (iii) who is designated by the Plan Committee as eligible to participate in this Plan in accordance with Section 3.01 hereof.


(e)	EMPLOYER or PARTICIPATING EMPLOYER: The Company and any Affiliate of the Company to the extent that an Employee of such

Affiliate is a Participant hereunder.


(f)	EMPLOYMENT COMMENCEMENT DATE: The first date on which an Employee completes an Hour of Employment.


(g)	ERISA: Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.

(aa) EXTENDED ABSENCE EMPLOYEE: An Employee who is absent from his Employer’s employment solely because of (i) the Employee’s pregnancy, (ii) the birth of the Employee’s child, (iii) the placement of a child with the Employee in connection with the adoption of the child by the Employee, or (iv) the care of a child by the Employee during the period immediately following such child’s birth to, or placement with, the Employee.

(bb) FORFEITURES: The portion of a Participant’s Matching Contribution Account, Additional Matching Contribution Account and Discretionary

Contribution Account, if any, which is forfeited because of a Severance from Service before full vesting.

(cc) HOUR OF EMPLOYMENT: Each hour (i) for which an Employee is on an Authorized Leave of Absence or is directly or indirectly paid or entitled to payment by his Employer for the performance of duties or for reasons other than the performance of duties, or (ii) for which back- pay has been agreed to by the Employer. Hours of Employment shall be determined from records maintained by each Employer; provided, however, that an Employer may elect to determine Hours of Employment for any classification of Employees which is reasonable, nondiscriminatory and consistently applied, on the basis that Hours of Employment include forty-five (45) Hours of Employment for each week or portion thereof during which an Employee is credited with one (1) Hour of Employment. Except to the extent otherwise permitted by the Committee in its sole discretion, Hours of Employment completed with an Affiliate or a Participating Employer prior to the date on which such Affiliate or Employer was included within a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company shall not be recognized under this Plan.

(dd) INITIAL EFFECTIVE DATE: July 1, 1990, the date on which the Plan was established.

(ee) MATCHING CONTRIBUTION ACCOUNT: The account maintained for a Participant on the books of his Employer to which Matching

Employer Contributions and adjustments related thereto are credited.

(ff) MATCHING EMPLOYER CONTRIBUTION: Any amount credited by an Employer for a Plan Year to a Participant pursuant to

Section 4.01(b) hereof.

(gg) PARTICIPANT: An Employee participating in the Plan in accordance with the provisions of Sections 3.01 and 3.02 hereof.

(hh) PARTICIPATION: The period commencing on the date on which an Employee becomes a Participant and ending on the date on which the

Employee incurs a Break in Service (as defined in Section 3.03(d)).

(i)

PERFORMANCE-BASED COMPENSATION: Compensation with respect to which the amount of, or entitlement to, the compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve (12) consecutive months in which the Participant performs services. Organizational or individual performance criteria are considered pre-established if established in writing by not later than ninety (90) days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established.

(jj) PLAN: The SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN

AFFILIATES AS RESTATED EFFECTIVE JANUARY 1, 2005, the Plan set forth herein, as amended from time to time.

(kk) PRIOR PLAN: The SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND

CERTAIN AFFILIATES, as in effect prior to the Effective Date.

(ll) REEMPLOYMENT COMMENCEMENT DATE: The first date on which an Employee completes an Hour of Employment upon his return

to the employment of the Employers after a Break in Service.

(mm) RETIRE or RETIREMENT: Termination of employment after attaining age 65 or, if later, the fifth anniversary of the Participant’s

Employment Commencement Date.

(nn) SERVICE: A Participant’s period of employment with the Employers determined in accordance with Section 3.03.

(oo) SEVERANCE FROM SERVICE: With respect to an Employee, the later of (1) or (2), where-

(1)

is the earlier of (i) the date on which he quits, or is discharged from, the employment of the Employers, or the date of his retirement or death, or (ii) the first anniversary of the first date of a period in which he remains absent from the employment of the Employers, with or without pay, for any reason other than one specified in (i), above, such as vacation, holiday, sickness, Authorized Leave of Absence or layoff; and


(2)	is, in the case of an Extended Absence Employee, the second anniversary of such Employee’s absence.

(pp) SHORT PLAN YEAR: The period of time from April 1, 2001 through December 31, 2001.

(qq) STOCK UNIT: A deemed share of Company common stock, more fully described in Section 5.04 hereof.

(rr) TRUST (or TRUST FUND): The fund known as the TRINITY INDUSTRIES, INC. SUPPLEMENTAL PROFIT SHARING AND

DEFERRED DIRECTOR FEE TRUST, maintained in accordance with the terms of the trust agreement, as from time to time amended, which

constitutes a part of this Plan.

(ss) TRUSTEE: The corporation, individual or individuals appointed to administer the Trust in accordance with the agreement governing the

Trust.

(tt) UNFORESEEABLE EMERGENCY. A severe financial hardship to the Participant resulting from any of the following:


(1)	an illness or accident of the Participant or the illness or accident of the Participant’s spouse or dependent (as defined in Section 152(a) of

the Code);


(2)	loss of the Participant’s property due to casualty; or

(3) any other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the Participant’s control.

Any determination of Unforeseeable Emergency shall be made in accordance with the requirements of Section 409A of the Code and any

guidance issued thereunder.

(uu) VALUATION DATE: The last day of each month (or if no Company stock is traded on such date, the immediately preceding trading date),

and such other dates as the Committee in its discretion may prescribe.

(vv) YEAR or PLAN YEAR: The twelve (12)-month period beginning each January 1 and ending on the next succeeding December 31.


2.	Construction

The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan and not to any particular provision or Section.


3.	Applicability

The provisions of this Plan shall apply only to a Participant who terminates employment on or after the Effective Date. In the case of a Participant who terminates employment prior to the Effective Date, the rights and benefits, if any, of such former Employee shall be determined in accordance with the provisions of the Prior Plan, as in effect on the date on which his employment terminated.


1.	Eligibility to Participate

ARTICLE III

PARTICIPATION AND SERVICE

The Committee shall make all determinations regarding an individual’s eligibility to participate in the Plan. The Committee’s determination shall be final notwithstanding that (i) an individual may have been told that he or she is entitled to participate in the Plan, (ii) an individual may have been given Plan materials or forms, or (iii) other actions may have been taken indicating that an individual may participate.

Each Employee shall become a Participant on the date on which his or her initial Compensation Reduction Agreement first becomes effective, provided that under no circumstances shall an individual be an eligible Employee hereunder until the first day of the calendar quarter immediately following his Employment Commencement Date.

Notwithstanding the preceding provisions of this Section 3.01, an Employee who was a Participant under the Prior Plan shall continue as a Participant under this Plan, to the extent provided hereunder. All references hereunder to such Participant’s Compensation Reduction Agreement shall include his salary reduction agreement executed under the Prior Plan.


2.	Election to Participate

After having received a written explanation of the terms of and the benefits provided under the Plan, each eligible Employee shall become a Participant only after he or she (i) elects to participate in the Plan on such form or forms as the Committee may provide and (ii) executes a Compensation Reduction Agreement in accordance with the following.


(a)	Compensation Reduction Contribution Elections .

(1)

Deferrals of Base Compensation . With respect to deferrals of Base Compensation, a Participant must file a Compensation Reduction Agreement with the Administrator within the time period established by the Administrator, but in all events no later than the close of the calendar year immediately preceding the calendar year in which the services to which the Agreement relates are performed. In the Plan Year in which an Employee is first designated as eligible to participate in the Plan, he or she must file a Compensation Reduction Agreement with the Administrator within thirty (30) days after such designation is made, and his or her election will relate only to Base Compensation earned after his or her initial Compensation Reduction Agreement is effective.

(2)

Deferrals of Annual Incentive Compensation and Award Compensation . With respect to deferrals of Annual Incentive Compensation which is Performance-Based Compensation, a Participant must file a Compensation Reduction Agreement with the Administrator no later than six months before the end of the period in which the services to which the Agreement relates are performed. With respect to deferrals of Annual Incentive Compensation which is not Performance-Based Compensation, the Participant must file a Compensation Reduction Agreement with the Administrator no later than the close of the calendar year immediately preceding the calendar year in which the services to which the Agreement relates are performed.

Elective deferrals of Award Compensation shall not be permitted under the Plan on and after January 1, 2005.

(3)

Duration of Compensation Deferral Election. Once a Participant has commenced participation in the Plan, if the Participant fails to file a new election related to the deferral of Compensation under the Plan, the Participant’s last valid election on file with the Administrator will remain effective until subsequently modified or revoked by the Participant in accordance with Section 4.02(b) hereof.


(b)	Distribution Elections .


(1)	Date on Which Payment is Made or Commences . A Participant may not make an election regarding the date on which payment shall be made or commence. Payment will be made or commence on the date specified in Section 6.02(c) or (d) hereof, as applicable, except to the extent a modification has been made in accordance with Section 6.02(d).

(2)

Form of Distribution . The form of distribution of a Participant’s Accounts shall be determined in accordance with the Participant’s election under Section 6.02(a) hereof or, if Section 6.02(b) hereof is applicable, in accordance with such Section 6.02(b). An election regarding the form of distribution of a Participant’s Accounts shall be made by the Participant on the date on which the Participant files his or her initial Compensation Reduction Agreement. The form of payment so elected by the Participant shall be effective as to all Contributions made by or on behalf of the Participant.

(3) Modifications. Elections related to the form of distribution may be modified only to the extent that such modification is consistent with

the requirements of Section 6.02(d) hereof.

(c)

Reemployment of Former Participant . An active Participant who incurs a Severance from Service and who is subsequently reemployed by an Employer may reenter the Plan as an active Participant on his Reemployment Commencement Date or on the first day of any of his next following taxable years, but only if (i) he continues to qualify as an Employee within the meaning of Section 2.01(w) hereof and (ii) prior to such date he shall have again undertaken the actions specified in Section 3.02(a) and (b) hereof. In the event that a Participant shall cease to qualify as an Employee within the meaning of Section 2.01(w) hereof, his Participation shall thereupon cease but he shall continue to accrue Service hereunder during the period of his continued employment with the Employers.

(d)

Special Rule Related To Change in Control . Any provisions of this Plan to the contrary notwithstanding, effective on and after the date of a Change in Control, the term “Participant” shall be limited to those individuals who satisfy the requirements set forth for participation in this Plan and who were Participants in this Plan as of the date immediately prior to the date of such Change in Control.


3.	Service

The amount of benefit payable to or on behalf of a Participant shall be determined on the basis of his period of Service, in accordance with the

following:


(a)	In General . Subject to the Break in Service provisions of paragraph (d) of this Section, an Employee’s Service shall equal the total of his

Elapsed-Time Employment. Service shall be counted in years and completed days.

(b)

Transfers from Affiliates . In the event that an Employee who at any time was employed by an Affiliate either commences employment with a Participating Employer, or returns to the employment of a Participating Employer, then, except as otherwise provided below, such Employee shall receive Service with respect to the period of his employment with such Affiliate (to the extent not credited under paragraph (c) of this Section). In applying the provisions of the preceding sentence-


(1)	except to the extent otherwise permitted by the Committee in its sole discretion, such Employee shall not receive Service with respect to

any period of employment with such Affiliate completed prior to the date on which such Affiliate became an Affiliate;


(2)	the amount of such Service shall be determined in accordance with paragraph (a) of this Section, as if such Affiliate were a Participating

Employer; and

(3) if such Employee incurs a Break in Service (as defined in paragraph (d) of this Section and determined as if such Affiliate

were a Participating Employer) prior to his commencement of employment with the Participating Employer or return to the employment of the Participating Employer, then the amount of such Employee’s Service attributable to the period of his employment with such Affiliate shall be determined in accordance with paragraph (d) of this Section.

(c)

Transfers to Affiliate . In the event that a Participant who at any time was employed by a Participating Employer either commences employment with an Affiliate, or returns to the employment of an Affiliate, then, except as otherwise provided below, such Participant shall receive Service with respect to the period of his employment with such Affiliate (to the extent not credited under paragraph (b) of this Section). In applying the provisions of the preceding sentence-


(1)	the amount of such Service shall be determined in accordance with paragraph (a) of this Section, as if such Affiliate were a Participating

Employer; and

(2)

if such Participant incurs a Break in Service (as defined in paragraph (d) of this Section and determined as if such Affiliate were a Participating Employer) prior to his commencement of employment with the Affiliate or return to the employment of the Affiliate, then the amount of such Participant’s Service attributable to his prior period of employment with the Participating Employer shall be determined in accordance with paragraph (d) of this Section.

(d)

Break in Service . An Employee who incurs a Severance from Service and who fails to complete at least one (1) Hour of Employment during the twelve (12)-month period beginning on the date of such Severance from Service shall have a Break in Service. If, during the twelve (12)- month period beginning on the date of an Employee’s Severance from Service, the Employee shall return to the employment of a Participating Employer by completing at least one (1) Hour of Employment within such twelve (12)-month period, then such Employee will not have a Break in Service and shall receive Service for the period beginning on the date of his Severance from Service and ending on the date of his reemployment; provided, however, that in the case of an Employee who is absent from the employment of the Participating Employers for a reason specified in Section 2.01(oo)(1)(ii) hereof and who, prior to the first anniversary of the first date of such absence, incurs a Severance from Service for a reason specified in Section 2.01(oo)(1)(i) hereof, such Employee shall receive Service only if he completes at least one


(1)	Hour of Employment within the twelve (12)-month period beginning on the first date of such absence and shall receive such Service only

for the period beginning on the first day of such absence and ending on the date of his reemployment. Upon

incurring a Break in Service, an Employee’s rights and benefits under the Plan shall be determined in accordance with his Service at the time of the Break in Service. For a Participant who, at the time of a Break in Service, satisfied any requirements of this Plan for vested benefits, his pre-break Service shall, upon his Reemployment Commencement Date, be restored in determining his rights and benefits under the Plan. For

an Employee who, at the time of a Break in Service, had not fulfilled such requirements, periods of pre-break Service shall, upon his

Reemployment Commencement Date, be restored only if the consecutive periods of Break in Service were less than the greater of (i) sixty

(60) months or (ii) the total period of pre-break Service.

(e)

Special Rule for Participants After Initial Eligibility Date . Notwithstanding the preceding provisions of this Section 3.03, the Elapsed-Time Employment and Service of any Participant who failed to elect to participate hereunder pursuant to Section 3.02 hereof prior to the date on which he was first eligible to do so pursuant to Section 3.01 hereof shall be determined as if his Employment Commencement Date were the later of (i) the Initial Effective Date or (ii) the date on which he first completes an Hour of Employment. In addition, in the case of a Participant who was not employed by an Employer on the Initial Effective Date but was so employed prior to such date, such prior period of employment shall not, under any circumstances, be treated as Service unless such Participant elects to participate hereunder pursuant to such Section 3.02 prior to the date on which he was first eligible to do so pursuant to such Section 3.01.


(f)	Special Rule for Extended Absence Employees . Notwithstanding the preceding provisions of this Section 3.03, in the case of an Extended Absence Employee, the period between the first and second anniversaries of such Employee’s absence shall, under no circumstances, be treated as a period of Service.


4.	Transfer

An Employee who is transferred between Participating Employers shall be as eligible for Participation and benefits as in the absence of such transfer.


1.	Employer Contributions

ARTICLE IV

CONTRIBUTIONS AND FORFEITURES

Employers shall credit Participant Accounts in accordance with the following:

(a)

Compensation Reduction Contributions . For each Year, each Employer shall credit the Compensation Reduction Contribution Account of each of its Employees participating in the Plan with an amount agreed to be credited by such Employer pursuant to a Compensation Reduction Agreement entered into between the Employer and the Participant for such Year, as provided in Section 4.02 hereof; provided that if such Participant is also a participant in the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates, such Participant must first have elected to contribute the maximum permissible salary reduction contribution for the Year to his salary reduction contribution account under such Profit Sharing Plan, with such maximum permissible amount to be determined by reference to all applicable limitations of

(i) Code Section 401, (ii) the provisions of such Profit Sharing Plan and (iii) other applicable law. The maximum amount that may be deferred each Plan Year shall be established by the Administrator from time to time. Such Compensation Reduction Agreement shall include a separate deferral election for each of the following types of Compensation:


(i)	Base Compensation;


(ii)	Annual Incentive Compensation;


(iii)	Performance-Based Compensation; and


(iv)	For Plan Years beginning prior to January 1, 2005, Award Compensation.

(b)

Matching Employer Contributions . For each Plan Year, each Employer shall credit a Matching Employer Contribution amount in the form of cash to each of its Employees for whom an amount was credited pursuant to paragraph (a) of this Section 4.01; provided, however, that no such Matching Employer Contribution shall be credited prior to the date on which such Employee completes one (1) year of Service. Such Matching Employer Contribution, when added to the Forfeitures which have become available for application as of the end of the Year pursuant to Section 4.03 hereof, shall be equal to a percentage of that portion of the Participant’s Compensation Reduction Contribution for such Year pursuant to Section 4.02 hereof which does not exceed six percent (6%) of his Base Compensation plus Annual Incentive Compensation for such Year, based on his years of Service as follows:



Years of Service	Applicable Percentage
Less than 1	—	%
1 but less than 2	25	%
2 but less than 3	30	%
3 but less than 4	35	%
4 but less than 5	40	%
5 or more	50	%

For purposes of determining a Participant’s Matching Employer Contribution under this paragraph (b), if a Participant’s Employment Commencement Date is any date on or after January 1, 2001 and on or before March 31, 2001, and such Participant is employed as of the last day of the Short Plan Year, he shall be credited with a year of Service for such Short Plan Year.

(c)

Limitations on Matching Contributions . Except in the case of a Participant who Retires, dies or incurs a Disability during a Year, no Matching Employer Contributions shall be credited to a Participant for a Year unless such Participant is actively employed by an Employer on the last day of such Year. In addition, no Matching Employer Contributions shall be credited to Participants for a Year unless the Company’s earnings per share for such Year are sufficient to cover dividends to stockholders; provided that in no event shall a Matching Employer Contribution be made if the Company’s net profits for such Year are less than Thirty-Three and one-third Cents ($.33-1/3) per share; provided further, that the Board of Directors or the Human Resources Committee of the Board of Directors, in its discretion, may elect to waive such earnings requirement. In addition, and notwithstanding paragraph (b) of this Section, the amount of Matching Employer Contribution credited to a Participant for a Year under this Plan shall be reduced by the amount of any matching contribution credited to the Participant for such Year under the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates.


(d)	Discretionary Contributions . In addition to the contributions described above, for each Year an Employer may, but shall not be required to, credit the Discretionary Contribution Account of any one or more Participants in its employ during such Year with such amounts in cash as the Employer may determine in its sole discretion.


2.	Participant Compensation Reduction


(a)	General . Prior to commencement of participation hereunder, a Participant shall have entered into a written Compensation Reduction Agreement

with his Employer in accordance with Section 3.02(a) hereof. The terms of such Compensation Reduction Agreement shall provide that the

Participant agrees to accept a reduction in Compensation from the Employer. In consideration of such agreement, the Employer will credit the Participant’s Compensation Reduction Contribution Account for each Year with an amount equal to the total amount by which the Participant’s Compensation from the Employer was reduced during the Year pursuant to the Compensation Reduction Agreement.


(b)	Additional Election Requirements . In addition to the requirements of Section 3.02(a) hereof, Compensation Reduction Agreements shall be

further governed by the following:

(1)

A Compensation Reduction Agreement shall specify the types of Compensation to which it will apply and shall be effective during the period in which it is on file with the Administrator, but in no event shall such Agreement be effective to (i) reduce Award Compensation which is attributable to the exercise of nonqualified stock options, the lapse of all restrictions on a grant of restricted stock, the exercise of stock appreciation rights or the payment of dividend equivalent rights and which is payable during the six (6) month period immediately following the date of execution of the agreement; or (ii) reduce payments of Base Compensation, Annual Incentive Compensation or other types of Award Compensation for services completed on or before the date on which such Compensation Reduction Agreement is filed with the Administrator.

(2)

A Compensation Reduction Agreement relating to a Plan Year may not be modified or revoked once such Plan Year has commenced except as provided in Section 6.05(b) hereof following a Participant’s receipt of a Plan distribution due to an Unforeseeable Emergency. Any modification to or termination of a Compensation Reduction Agreement relating to a subsequent Plan Year must be made prior to the close of the calendar year immediately preceding the calendar year in which the services are performed and to which the modified or terminated Agreement relates. If a Participant terminates his Compensation Reduction Agreement as provided above, he may

subsequently elect to enter into another Compensation Reduction Agreement, provided that he is at such time an eligible Employee and

provided further that such election is made with respect to a succeeding calendar year in accordance with Section 3.02(a) hereof.


3.	Forfeitures

If, upon a Severance from Service, a Participant is not entitled to a distribution of the entire balance in his Matching Contribution Account, Additional Matching Contribution Account and/or Discretionary Contribution Account, then the

amount to which the Participant is not entitled shall become a Forfeiture and shall be deducted from the Participant’s Accounts at such time. The portion of the Participant’s Accounts which is not a Forfeiture shall continue to be adjusted as provided in Section 5.03(a) hereof until it is distributed in full. The Participant shall receive a distribution of the nonforfeitable portion of his Accounts pursuant to Article VI hereof.


1.	Individual Accounts

ARTICLE V

ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS

The Committee shall create and maintain adequate records to disclose the interest hereunder of each Participant, Former Participant and Beneficiary. Such records shall be in the form of individual accounts, and credits and charges shall be made to such accounts in the manner herein described. A Participant shall have appropriate separate Accounts, including a Compensation Reduction Contribution Account, a Matching Contribution Account, an Additional Matching Contribution Account (attributable to Additional Matching Contributions made on behalf of a Participant for Plan Years beginning prior to January 1, 2004) and a Discretionary Contribution Account.


2.	Investment of Accounts

(a)

Participant Election . The Committee shall credit each Participant’s Accounts with earnings or losses according to the hypothetical investment selections made by the Participant pursuant to his participation agreement executed pursuant to Section 3.02 hereof. In accordance with certain limitations on investment designations in Section 5.02(b) hereof, the Committee shall adopt rules concerning the manner in which a Participant may elect to change his hypothetical investment selections, provided that a Participant shall be permitted to do so no less frequently than as of the first day of each month. Effective for Plan Years beginning on and after January 1, 2004, the earnings or losses attributable to a Participant’s Accounts shall be determined as if the amounts credited to such Accounts were actually invested in Stock Units, to the extent elected hereunder, and, to the extent not so elected or to the extent prohibited hereunder, in the hypothetical investments selected under the Participant’s participation agreement. In the case of a Participant receiving installment payments under Article VI hereof, the Participant’s Accounts shall continue to receive allocations of earnings or losses in accordance with this subsection until his Accounts are paid in full. If a Participant’s participation agreement fails to designate one or more hypothetical investment selections, the Participant’s Accounts will be deemed invested in the investment option designated as having the least investment risk.

(b)

Investment Options . The Committee shall have sole and absolute discretion with respect to the number and types of investment options made available for selection by Participants pursuant to this Section, the timing of Participant investment elections and the method by which adjustments are made. The Committee may in its sole discretion refuse to recognize Participant elections that it determines may cause the Participant’s Accounts to become subject to the short-swing profit

provisions of Section 16b of the Securities Exchange Act of 1934 and establish special election procedures for Participants subject to

Section 16 of such Act.

On and after January 1, 2004, amounts contributed to a Participant’s Matching Contribution Account, Additional Matching Contribution Account, and Discretionary Contribution Account shall not be treated as invested in Stock Units. In addition, amounts credited to a Participant’s Matching Contribution Account, Additional Matching Contribution Account, or Discretionary Contribution Account and deemed invested in any other media may not, on or after such date, be treated as transferred into or out of deemed investments in Stock Units.

Compensation Reduction Contributions may, at the Participant’s election, be treated as invested in Stock Units, either at the time such amounts are initially credited to the Participant’s Compensation Reduction Contribution Account or following deemed investment in other media; provided, however, that following a deemed investment in Stock Units, such Contributions may not be treated as transferred out of deemed investments in Stock Units.

The designation of investment options by the Committee shall be for the sole purpose of adjusting Accounts pursuant to this Section, and except to the extent that deemed investments in Stock Units were required hereunder for Plan Years beginning prior to January 1, 2004, the provisions of this Article V shall not obligate the Company or any of the Employers to invest or set aside any assets for the payment of benefits hereunder; provided, however, that the Company or an Employer may invest a portion of its general assets in investments, including investments which are the same as or similar to the investment indices designated by the Committee and selected by Participants, but any such investments shall remain part of the general assets of the Company or such Employer and shall not be deemed or construed to grant a property interest of any kind to any Participant, designated Beneficiary or estate. The Committee shall notify the Participants of the investment indices available and the procedures for making and changing elections.

(c)

Non-Binding Status of Elections . A Participant’s hypothetical investment selections pursuant to the immediately preceding paragraph shall be made solely for purposes of crediting earnings and/or losses to his Accounts under Section 5.03 of this Plan. The Committee shall not, in any way, be bound to actually invest any amounts set aside pursuant to Article VII below to satisfy its obligations under this Plan in accordance with such selections.


3.	Account Adjustments

The accounts of Participants, Former Participants and Beneficiaries shall be adjusted in accordance with the following:


(a)	Valuation Adjustments . As of each Valuation Date, the amount credited to a Participant’s Accounts as of the preceding Valuation Date, less any distributions or Forfeitures with respect to such Accounts since such preceding Valuation Date, shall be adjusted by reference to the

fluctuations in value, taking into account gain, loss, expenses and other adjustments, of the investments selected by the Participant for the investment adjustment of his or her Accounts, with such adjustments to be made in the manner prescribed by the Committee. Following such adjustment, the amounts credited to a Participant’s Accounts shall be increased to take into account additional deferrals and contributions credited to such Accounts since the preceding Valuation Date.


(b)	Compensation Reduction Contributions . The amount credited pursuant to Section 4.01(a) hereof for a Year as a Compensation Reduction Contribution shall be allocated to the Participant’s Compensation Reduction Contribution Account as of the date on which such Compensation Reduction Contribution would otherwise have been paid to the Participant as Compensation.


(c)	Matching Contributions . Any amounts credited to a Participant by an Employer pursuant to Section 4.01(b) hereof during a Year shall be

allocated to the Participant’s Matching Contribution Account at such time as may be determined by the Employer in its absolute discretion.


(d)	Discretionary Contributions . Any amounts credited to a Participant by an Employer pursuant to Section 4.01(d) hereof during a Year shall be

allocated to the Participant’s Discretionary Contribution Account at the time determined by the Employer in its absolute discretion.


4.	Stock Units

(a)

General . For purposes of calculating the number of Stock Units credited or deemed credited to a Participant’s Compensation Reduction Contribution Account pursuant to Section 5.03(b) hereof, and, for Plan Years beginning prior to January 1, 2004, Section 5.03(d) hereof, the price of a Stock Unit shall be equal to one hundred percent (100%) of the closing price on the New York Stock Exchange of a share of the Company’s common stock on the date on which the Stock Units are credited or deemed credited to the Participant’s Accounts (or if no shares of the Company’s common stock are traded on such date, on the immediately preceding trading date). For Plan Years beginning prior to January 1, 2004, for purposes of calculating the number of Stock Units

credited to a Participant’s Matching Contribution Account or Additional Matching Contribution Account, the price of a Stock Unit shall be equal to one hundred percent (100%) of the average daily closing price on the New York Stock Exchange of a Share of the Company’s common stock for the Year with respect to which the Stock Units are credited to the Participant’s Accounts, provided that for Stock Units credited with respect to the Year ending March 31, 2000, such average daily closing price shall be calculated for the period beginning on January 1, 2000 and ending on such March 31, 2000.


(b)	Voting Rights . A Participant shall not be entitled to any voting rights with respect to the Stock Units credited or deemed credited to his

Accounts.


(c)	Dividends . To the extent that a dividend is paid on the Company’s common stock, the Committee shall credit to the Accounts of each

Participant whose Accounts are invested or deemed invested in Stock Units an amount in cash equal to the value of such dividends.

(d)

Dilution and Other Adjustments . In the event of any change in the outstanding shares of common stock of the Company by reason of any stock dividend, split, spin-off, recapitalization, merger, consolidation, combination, extraordinary dividend, exchange of shares or other similar change, the Committee shall adjust the number or kind of Stock Units then allocated or deemed allocated to the Participants’ Accounts as follows:

(1)

Subject to any required action by stockholders, the number of Stock Units shall be proportionately adjusted for any increase or decrease in the number of issued shares of the Company’s common stock resulting from (i) a subdivision or consolidation of shares, (ii) the payment of a stock dividend or (iii) any other increase or decrease in the number of shares effected without receipt of consideration by the Company.


(2)	In the event of a change in the shares of the Company’s common stock as presently constituted, which is limited to a change of par value into the same number of shares with a different par value or without par value, the shares of the Company’s common stock resulting from any such change shall be deemed to be the shares of common stock within the meaning of this Plan.

Any adjustments made by the Committee pursuant to this Section 5.04 shall be final, binding, and conclusive.

Except as hereinbefore provided in this Section 5.04, a Participant to whose Account Stock Units are allocated shall have no rights by reason of

(i) any subdivision or consolidation of the Company’s stock or securities, (ii) the payment of any stock dividend or (iii) any other increase or

decrease in the

number of shares of stock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation or spinoff of assets or stock of another corporation, and any issuance by the Company of additional shares of stock (of any class), or securities convertible into shares of stock (of any class), shall not affect the number of Stock Units allocated to such Participant’s Accounts under this Plan.


1.	General

ARTICLE VI

DISTRIBUTION OF BENEFITS

Within thirty (30) days following a Participant’s termination of employment, the Committee (i) shall certify to the Trustee or the Treasurer of the Employer, as applicable, the total amount of the allocations to the credit of the Participant on the books of each Employer by which the Participant was employed at a time when amounts were credited by such Employer to his Accounts and the Participant’s nonforfeitable interest in such Accounts, and (ii) shall determine whether the payment of the amounts credited to the Participant’s Accounts under the Plan is to be paid directly by the applicable Employer, from the Trust Fund, or by a combination of such sources (except to the extent that the provisions of the Trust specify payment from the Trust Fund).


2.	Payments of Benefits

Payment of the nonforfeitable portion of the amounts credited to a Participant’s Accounts shall be made in accordance with the following provisions:


(a)	Death, Disability or Retirement . Payments made with respect to a Participant’s termination of employment on account of death, Disability or Retirement, shall be made in one or more of the following forms, as previously elected by the Participant in accordance with Section 3.02(b) hereof:


(1)	In a lump sum; or

(2)

In annual periodic payments for the number of years elected by the Participant, not in excess of 20. Each payment shall be in an amount equal to a fraction of the Participant’s Account, where such fraction for each payment shall be one (1) divided by the number of payments remaining (including the current payment), and in which event the unpaid balance shall continue to be adjusted as provided in Section 5.03(a) hereof until it is distributed in full. For purposes of determining the amount of each payment, if a payment will be made before the fifteenth day of a given month, the Participant’s Account will be valued as of the first day of the month in which payment is made; if a payment will be made after the fifteenth day of a given month but before the last day of such month, the Participant’s Account will be valued as of the 15th day of the month in which payment is made. In accordance with Treasury Regulation Section 1.409A- 2(b)(2)(iii) and (iv) and for purposes of Section 6.02(d) hereof, an election for distribution in

the form of periodic payments shall be treated as an election of a series of separate payments.

In the absence of a timely election as to the form of distribution under Section 3.02(b) hereof, all payments made with respect to a Participant’s

termination of employment on account of death, Disability or Retirement shall be in the form of a lump sum.

The Administrator shall permit all Participants participating in the Plan in 2005 to make a distribution election on or before December 31, 2005, and if a Participant files a modified distribution election on or before such date, such election shall be treated as if it had been made at

the time of the initial deferral election; such an election shall not be treated as a change in the form of a payment under Section 409A(a)(4) of the

Code or an acceleration of a payment under Section 409A(a)(3) of the Code and shall not be required to meet the requirements of

Section 6.02(d) hereof.

Notwithstanding the preceding, if an eligible Employee is participating in the Plan in 2006 and desires to modify a previously-filed distribution election, he or she must modify such an election and file it with the Administrator on or before December 31, 2006; provided, however, that a Participant may not file a modified distribution election in 2006 that has the effect of deferring payment of amounts the Participant would otherwise receive in 2006 or cause payments to be made in 2006 that would otherwise be made subsequent to 2006. Such an election shall not be treated as a change in the form of a payment under Section 409A(a)(4) of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code and shall not be required to meet the requirements of Section 6.02(d) hereof.

Notwithstanding the preceding, if an eligible Employee is participating in the Plan in 2007 and desires to modify a previously-filed distribution election, he or she must modify such an election and file it with the Administrator on or before December 31, 2007; provided, however, that a Participant may not file a modified distribution election in 2007 that has the effect of deferring payment of amounts the Participant would otherwise receive in 2007 or cause payments to be made in 2007 that would otherwise be made subsequent to 2007. Such an election shall not be treated as a change in the form of a payment under Section 409A(a)(4) of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code and shall not be required to meet the requirements of Section 6.02(d) hereof.

The Committee shall, as of the last day of the calendar quarter within which the Participant terminates employment, certify to the Trustee or the Treasurer of the Employer, as applicable, the method of payment selected by the Participant.


(b)	Termination of Employment . Payments with respect to a Participant’s termination of employment for reasons other than death, Disability or Retirement shall be made in the form of a lump sum.


(c)	Time Payment is Made or Commences .

(1)

If a Participant terminates employment for a reason other than death or Disability, payment of all vested amounts credited to a Participant’s Accounts shall be made or commence on the first business day following the date that is six months from the date on which the Participant separated from service. Elections to delay payment beyond such date are not permitted except as may be permitted in accordance with Section 6.02(d) hereof.


(2)	If a Participant terminates employment due to Disability or death, payment of all vested amounts credited to the Participant’s Accounts

shall be made or commence sixty (60) days following the date on which the Participant terminates employment.

(3) In the case of annual installment payments made pursuant to Section 6.02(a)(2) hereof, payments made subsequent to the first payment

in each succeeding calendar year shall be made in the same calendar quarter as the first payment.

This Plan shall be deemed to authorize the payment of all or any portion of a Participant’s benefits from the Trust Fund to the extent such payment is required by the provisions of the Trust; provided, however, that the time and form of distribution shall, in all events, be made as otherwise determined under the terms of the Plan. Payments shall be made in cash or, to the extent that any amount to be distributed has been invested or deemed invested in Stock Units, in common stock of the Company; provided that any amount invested or deemed invested in fractional shares shall, in all events, be paid in cash.


(d)	Modification that Changes Form of Payment .

Except to the extent otherwise provided in Section 6.02(a) hereof, a modification of a Participant’s previous election related to the form of

distribution under Section 6.02(a) hereof is ineffective unless all of the following requirements are satisfied:


(1)	Such modification may not be effective for at least twelve (12) months after the date on which the modification is filed with the

Administrator.


(2)	Except in the case of modifications relating to distributions on account of death, Disability, or Unforeseeable Emergency, the modification must provide that payment will not commence for at

least five (5) years from the date payment would otherwise have been made or commenced.


(1)	Such a modification may not be made less than twelve (12) months prior to the date of the first otherwise scheduled payment.


(2)	Such modification may not permit acceleration of the time or schedule of any payment under the Plan, except as may be permitted

pursuant to applicable Treasury Regulations.

(a)

Notwithstanding the preceding provisions of this Section 6.02, if at any time the Participant’s vested interest in the Plan and any other non- qualified, defined contribution plan sponsored by his Employer and in which the Participant participates is less than the applicable dollar amount under Code Section 402(g)(1)(B), the Committee shall distribute such interest to the Participant in one lump sum, provided that the following requirements are satisfied:


(1)	The payment must accompany the termination of the Participant’s entire interest in both the Plan and all similar plans or arrangements

that would constitute a nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c); and


(2)	No election must have been provided to the Participant with respect to the receipt of the payment.

(f)

Prior Plan Elections . Notwithstanding the preceding provisions of this Section 6.02 and with respect to an Employee who was a Participant in the Plan in 1999, such Participant’s election with respect to the form of payment made pursuant to the provisions of the Plan in effect at that time shall remain in effect unless modified by the Participant in the manner described in paragraphs (a) or (d) of this Section 6.02.


3.	Vesting of Benefits


(a)	Compensation Reduction Contribution Account . A Participant is 100% vested in his Compensation Reduction Contribution Account at all

times.


(b)	Death or Disability . If a Participant’s termination of employment is attributable to his death or Disability, he shall be entitled to the entire

amount then credited to his Accounts.


(c)	Termination of Employment For Reasons Other than Death or Disability .


(1)	Additional Matching Contribution Account . If a Participant’s termination of employment is not attributable to his death or Disability and

he has an Additional Matching Contribution

Account to his credit, he shall be entitled to amounts then credited to his Additional Matching Contribution Account to the extent that there have elapsed at least two (2) Plan Years following the end of the Plan Year for which the Additional Matching Contribution was made; provided, however, that if the Participant terminates employment by reason of Retirement, the Committee may, in its sole discretion, deem the Participant to be entitled to the entire amount then credited to his Additional Matching Contribution Account; provided, further, that upon the occurrence of a Change in Control, the Participant shall be entitled to the entire amount then credited to his Additional Matching Contribution Account.


(2)	Other Accounts . If a Participant’s termination of employment is not attributable to his death or Disability, he shall be entitled to a “vested percentage” of the amounts then credited to his Matching Contribution Account and Discretionary Contribution Account, if any, based on his years of Service as follows:



Years of Service	Vested Percentage		Forfeited Percentage
Less than 1	0	%	100%
1 but less than 2	20	%	80	%
2 but less than 3	40	%	60	%
3 but less than 4	60	%	40	%
4 but less than 5	80	%	20	%
5 or more	100	%	—	%

; provided, however, that if the Participant terminates employment by reason of Retirement, the Committee may, in its discretion, authorize up to full vesting of the entire amount then credited to such Accounts; provided, further, that upon the occurrence of a Change in Control, the Participant shall under all circumstances be entitled to the entire amount then credited to such Accounts. Notwithstanding the preceding provisions of this subparagraph (2), for amounts credited to a Participant’s Matching Contribution Account and Discretionary Contribution Account, if any, pursuant to the terms of the Prior Plan, if the Participant’s termination of employment is attributable to Retirement, he shall under all circumstances be entitled to one hundred percent (100%) of such amounts.


(d)	Amount Credited . For purposes of this Section, the amount credited to a Participant’s Accounts at termination of employment shall include any

amounts to be credited pursuant to Section 4.01 hereof for the Year of termination of employment but not yet allocated.


4.	Death

If a Participant dies while in the service of an Employer, or after termination of employment with the Employers and prior to the complete distribution of all amounts payable to him under the Plan, any remaining amounts payable to the Participant hereunder shall be payable to his Beneficiary. The Committee shall cause the Trustee (to the extent provided in the Trust) or the Treasurer of the Employer, as applicable, to pay to such Beneficiary all of the amounts then standing to the credit of the Participant in his Accounts, with such payment to be made at the time and in the manner specified in Section 6.02 hereof.


5.	In-Service Distributions

No amounts credited to a Participant’s Accounts shall be distributed to or on behalf of the Participant prior to the occurrence of one of the events

specified in the preceding provisions of this Article VI, except as follows:

(a)

Designated Distributions . Prior to the beginning of a calendar year, a Participant may elect that all or any portion of the amount of any Compensation Reduction Contribution to be credited to the Participant’s Compensation Reduction Contribution Account during such calendar year, be distributed to the Participant in the form of a lump sum in a subsequent calendar year designated by the Participant, which subsequent calendar year shall not be earlier than the third calendar year following the calendar year for which the election is made. Such an election shall be irrevocable. Distributions made pursuant to this paragraph shall be made in September of the designated year. In the event of

the Participant’s termination of employment for any reason prior to the designated year, the election hereunder shall be void and of no effect and

distribution of the Participant’s vested Accounts shall be made as provided in Section 6.02.

An election for distribution as described in this Section 6.05(a) shall not be permitted hereunder on or after January 1, 2008. Any such election

made prior to January 1, 2008, shall remain in effect except to the extent otherwise provided in this Section 6.05(a).

(b)

Unforeseeable Emergency . A distribution may be made to or on behalf of a Participant prior to his or her termination of employment to the extent that the Participant demonstrates, to the satisfaction of the Committee, that he or she has encountered an Unforeseeable Emergency. The amount distributed to a Participant on account of an Unforeseeable Emergency may not exceed the amount necessary to satisfy such Emergency, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

A Participant’s Compensation Reduction Agreement shall be terminated as soon as administratively feasible following the Participant’s receipt

of a distribution due to Unforeseeable Emergency.


6.	Election to Distribute Deferrals

Effective January 1, 2005, a Participant may make a one-time election to cause the distribution of deferrals credited to the Plan on his or her behalf by his or her Employer for Plan Years ending on or before December 31, 2004. Such election shall be made in a manner that is approved by the Committee and communicated to Participants and shall be subject to the following:

(a)

Applicability . An election made under this Section shall be effective with respect to all vested amounts credited to the Participant’s Accounts for all Plan Years of participation ending on or prior to December 31, 2004. A partial cancellation shall not be permitted. An election made under this Section 6.06 specifically shall not affect contributions made on behalf of the Participant for any Plan Year ending on or after

December 31, 2005.


(b)	Revocation, Alteration, and Expiration . A Participant may not revoke, modify, or otherwise alter an election made under this Section. The

ability to make an election under this Section shall expire on December 31, 2005.


(c)	Distribution . Upon making an election under this Section, all vested amounts credited to the Participant’s Accounts as of December 31, 2004,

and accumulated earnings on such amounts shall be distributed as soon as administratively feasible.


(d)	Tax Consequences . The Participant must acknowledge that the full amount subject to his or her election will be included in his or her taxable

income for his or her taxable year ending on December 31, 2005.


(e)	Compliance with Code Section 409A . This Section 6.06 is intended to be administered in good faith compliance with the provisions of Internal Revenue Code Section 409A, any Regulations issued thereunder, and Internal Revenue Service Notice 2005-1. This Section may be amended or otherwise modified only to the extent that such amendment or modification complies with Code Section 409A.


7.	Designation of Beneficiary

Each Participant from time to time may designate any person or persons (who may be designated contingently or successively and who may be an entity other than a natural person) as his Beneficiary or Beneficiaries to whom his Plan benefits are paid if he dies before receipt of all such benefits. Each Beneficiary designation shall be on a form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant’s lifetime. Each Beneficiary designation filed with the Committee shall cancel all Beneficiary

designations previously filed with the Committee. The revocation of a Beneficiary designation, no matter how effected, shall not require the consent of

any designated Beneficiary.

If any Participant fails to designate a Beneficiary in the manner provided herein, or if the Beneficiary designated by a deceased Participant dies before him or before complete distribution of the Participant’s benefits, the Committee, in its sole discretion, may direct the Trustee to distribute such Participant’s benefits (or the balance thereof) to his surviving spouse or to either:


(a)	any one or more of the next of kin of such Participant, and in such proportions as the Committee determines; or


(b)	the estate of the last to die of such Participant and his Beneficiary or Beneficiaries.


1.	No Trust Required

ARTICLE VII

NATURE OF PLAN; FUNDING

The adoption of this Plan and the segregation of amounts by the Employers with which to discharge their obligations hereunder shall not be deemed to

create a trust; legal and equitable title to any funds so set aside shall remain with the Employers, and any recipient of benefits hereunder shall have

no security or other interest in such funds. Any and all funds so set aside shall remain subject to the claims of the general creditors of the Employers,

present and future. This provision shall not require the Employers to set aside any funds, but the Employers may set aside funds if they choose to

do so.


2.	Funding of Obligation

Section 7.01 above to the contrary notwithstanding, the Employers may elect to transfer assets to the Trust, the provisions of which shall at all times require the use of the Trust’s assets to satisfy claims of an Employer’s general unsecured creditors in the event of such Employer’s insolvency and direct that no Participant shall at any time have a prior claim to such assets. The assets of the Trust shall not be deemed to be assets of this Plan.


1.	Appointment of Committee

ARTICLE VIII

ADMINISTRATION

The Board of Directors of the Company shall appoint a Plan Committee to administer, construe and interpret the Plan. Such Committee, or such successor Committee as may be duly appointed by such Board of Directors, shall serve at the pleasure of the Board of Directors. All usual and reasonable expenses of the Committee shall be paid by the Employers. Decisions of the Committee with respect to any matter involving the Plan shall be final and binding on the Company, its shareholders, each Employer and all officers and other executives of the Employers. For purposes of ERISA, the Committee shall be the “plan administrator.”


2.	Duties of Committee

The Committee shall maintain complete and adequate records pertaining to the Plan, including but not limited to Participants’ Accounts, amounts transferred to the Trust, reports from the Trustee and all other records that shall be necessary or desirable in the proper administration of the Plan. The Committee shall furnish the Trustee such information as is required to be furnished by the Committee or the Company pursuant to the Trust. The Committee may employ such persons or appoint such agents to assist it in the performance of its duties as it may deem appropriate, including the Administrator. If a member of the Committee is a Participant hereunder, such Committee member shall be precluded from participation in any decision relative to his benefits under the Plan.


3.	Indemnification of Committee

The Company (the “Indemnifying Party”) hereby agrees to indemnify and hold harmless the members of the Committee and the Administrator (the “Indemnified Parties”) against any losses, claims, damages or liabilities to which any of the Indemnified Parties may become subject to the extent that such losses, claims, damages or liabilities or actions in respect thereof arise out of or are based on any act or omission of the Indemnified Party in connection with the administration of this Plan (other than any act or omission of such Indemnified Party constituting gross negligence or willful misconduct), and will reimburse the Indemnified Party for any legal or other expenses reasonably incurred by him or her in connection with investigating or defending against any such loss, claim, damage, liability or action. Promptly after receipt by the Indemnified Party of notice of the commencement of any action or proceeding with respect to any loss, claim, damage or liability against which the Indemnified Party believes he or she is indemnified, the Indemnified Party shall, if a claim with respect thereto is to be made against the Indemnifying Party, notify the Indemnifying Party in writing of the commencement thereof; provided, however, that the omission so to notify the

Indemnifying Party shall not relieve it from any liability which it may have to the Indemnified Party to the extent the Indemnifying Party is not prejudiced by such omission. If any such action or proceeding shall be brought against the Indemnified Party, and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or reasonable expenses of actions taken at the written request of the Indemnifying Party. The Indemnifying Party shall not be liable for any compromise or settlement of any such action or proceeding effected without its consent, which consent will not be unreasonably withheld.


4.	Unclaimed Benefits

During the time when a benefit hereunder is payable to any Participant or Beneficiary, the Committee may, at its own instance, mail by registered or certified mail to such Participant or Beneficiary, at his last known address, a written demand for his then address, or for satisfactory evidence of his continued life, or both. If such information is not furnished to the Committee within twelve (12) months from the mailing of such demand, then the Committee may, in its sole discretion, declare such benefit, or any unpaid portion thereof, suspended, with the result that such unclaimed benefit shall be treated as a Forfeiture for the Year with or within which such twelve (12)-month period ends, but shall be subject to restoration through an Employer contribution if the lost Participant or Beneficiary later files a claim for such benefit.


1.	Nonguarantee of Employment

ARTICLE IX

MISCELLANEOUS

Nothing contained in this Plan shall be construed as a contract of employment between any Employer and any Employee, or as a right of any Employee to be continued in the employment of any Employer, or as a limitation on the right of an Employer to discharge any of its Employees, with or without cause.


2.	Nonalienation of Benefits

Benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.


3.	No Preference

No Participant shall have any preference over the general creditors of an Employer in the event of such Employer’s insolvency.


4.	Incompetence of Recipient

If the Committee receives evidence satisfactory to it that any person entitled to receive a payment hereunder is, at the time the benefit is payable, physically, mentally or legally incompetent to receive such payment and to give a valid receipt therefor, and that an individual or institution is then maintaining or has custody of such person and that no guardian, committee or other representative of the estate of such person has been duly appointed, the Committee may direct that such payment be paid to such individual or institution maintaining or having custody of such person, and the receipt of such individual or institution shall be valid and a complete discharge for the payment of such benefit.


5.	Texas Law to Apply

THIS PLAN SHALL BE CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT

PREEMPTED BY FEDERAL LAW.


6.	Claims Procedure/Arbitration

If any person (hereinafter called the “Claimant”) feels that he or she is being denied a benefit to which he or she is entitled under this Plan, such

Claimant may

file a written claim for said benefit with the Committee. Within sixty (60) days following the receipt of such claim the Committee shall determine and notify the Claimant as to whether he or she is entitled to such benefit. Such notification shall be in writing and, if denying the claim for benefit, shall set forth the specific reason or reasons for the denial, make specific reference to the pertinent provisions of this Plan, and advise the Claimant that he or she may, within sixty (60) days following the receipt of such notice, in writing request to appear before the Committee or its designated representative for a hearing to review such denial. Any such hearing shall be scheduled at the mutual convenience of the Committee or its designated representative and the Claimant, and at any such hearing the Claimant and/or his or her duly authorized representative may examine any documents relevant to the benefit claim and present evidence and arguments to support the granting of the benefit being claimed. The final decision of the Committee with respect to the claim being reviewed shall be made within sixty (60) days following the hearing thereon, and the Committee shall in writing notify the Claimant of said final decision, again specifying the reasons therefor and the pertinent provisions of this Plan upon which said final decision is based. The final decision of the Committee shall be conclusive and binding on all parties having or claiming to have an interest in the matter being reviewed.

Any dispute or controversy arising out of, or relating to, the payment of benefits pursuant to this Plan shall be settled by arbitration in Dallas, Texas (or, if applicable law requires some other forum, then such other forum) in accordance with the rules then obtaining of the American Arbitration Association. The District Court of Dallas County, Texas or, as the case may be, the United States District Court for the Northern District of Texas shall have jurisdiction for all purposes in connection with any such arbitration. Any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed. Arbitration proceedings must be instituted within one (1) year after the claimed breach occurred, and the failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings, and a waiver of all claims, with respect to such breach.


7.	Reimbursement of Costs

In the event that a dispute arises between a Participant or Beneficiary and the Company or other Employer with respect to the payment of benefits hereunder, and attorney’s fees, expenses and costs are incurred by either party in the course of litigation or otherwise, the party against whom the other party has been successful in such dispute shall reimburse such other party for the full amount of any such attorneys’ fees, expenses and costs.


8.	Acceleration of Payment

In the event that the Internal Revenue Service formally assesses a deficiency against a Participant on the grounds that an amount credited to such Participant’s Accounts under this Plan is subject to federal income tax (the “Reclassified Amount”) earlier than the time payment otherwise would be made to the Participant pursuant to this Plan, then the Committee shall direct the Employer maintaining such Participant’s Accounts to pay to such Participant and deduct from such Account the Reclassified Amount. To the extent possible, such payment will be made in a manner permitted under Section 409A of the Code and any guidance issued thereunder so as to comply with such Code Section.


1.	Amendment

AMENDMENTS OR TERMINATION OF PLAN

The Board of Directors of the Company, in its sole and unfettered discretion, may amend the Plan at any time, provided such amendment does not

contravene the provisions of Section 409A of the Code and related guidance issued thereunder and Section 10.03 hereof.


2.	Termination

The Board of Directors of Company may terminate the Plan, in its sole and unfettered discretion, at any time; provided, however, that distributions pursuant to the Plan shall not thereby be accelerated but payment shall be made at the time and in the manner specified under Article VI hereof; provided, further, however, that if the Plan and all similar plans sponsored by the Company that are required to be aggregated with the Plan under Regulation Section 1.409A-1(c)(2) are terminated within the thirty (30) days preceding or the twelve (12) months following a Change in Control, payment of all amounts deferred under this Plan and such other plans shall be made in the form of a lump sum, which shall be paid no later than twelve (12) months following the date on which the Plan termination occurs.


3.	Rights of Participants

No amendment, suspension, or termination of the Plan shall deprive a Participant of the vested amounts allocated to his or her Accounts as of such date. No amendment, suspension, or termination shall be retroactive in effect to the prejudice of any Participant, except to the extent necessary to comply with any provision of federal or applicable state laws or except to the extent necessary to prevent detriment to the Company or any of its Affiliates, or the current taxation of Participants under Code Section 409A and any guidance issued thereunder, as so determined by the Board in its sole and unfettered discretion. The foregoing notwithstanding, in the event it is determined by the Board, in its sole and unfettered discretion, that any provision in this Plan results in a violation of the requirements of Code Section 409A, any Regulations or guidance issued thereunder, or any other applicable law or Regulation, the Board, and any authorized officer so appointed by the Board, shall have the power unilaterally to modify or eliminate any such provision.

Any provision of this Plan to the contrary notwithstanding, no action to modify, amend, supplement, suspend or terminate the Plan on or after the

date of a Change in Control shall be effective without the consent of a majority of the Participants in the Plan at the time of such action.


1.	Withdrawing Employers

WITHDRAWING EMPLOYERS; TRANSFER TO SUCCESSOR PLAN

In the event that a Participating Employer elects to discontinue or revoke its participation in this Plan:


(a)	the Company shall cause to be prepared a new plan (the “Successor Plan”) for the withdrawing Participating Employer, the terms of which shall be identical to the terms of this Plan;


(b)	the Company shall transfer, deliver and assign any and all benefit obligations under this Plan which relate to Participants who are employees

of the withdrawing Participating Employer or its subsidiaries to the Successor Plan; and


(c)	the withdrawing Participating Employer shall be deemed to have consented to the adoption of the Successor Plan.

For purposes of this provision, the Successor Plan shall treat all benefit obligations described under (b) above as if they had accrued due to an individual’s service with the withdrawing Participating Employer. Subsequent to the withdrawing Participating Employer’s adoption of the Successor Plan, and the transfer of benefit obligations from this Plan to the Successor Plan, Participants whose benefits were transferred to the Successor Plan shall not be entitled to receive any amounts from this Plan which relate to benefit obligations which accrued prior to the transfer.


2.	Transfer to Successor Plan

Any provision of this Plan to the contrary notwithstanding, in the event that:


(a)	the Participant terminates employment with the Company or other Participating Employer in connection with the sale, spin-off or other disposition of a direct or indirect subsidiary of the Company or a sale or other disposition of assets of the Company or the assets of a direct or indirect subsidiary of the Company (the “Transaction”);


(b)	in connection with the Transaction, such separated Participant becomes employed by the subsidiary that is sold, spun-off or otherwise disposed of, the purchaser of the subsidiary or assets or other surviving entity in the Transaction, as the case may be, or an affiliate thereof, (the “Successor Employer”); and


(c)	in connection with and effective as of or prior to the closing of the Transaction, the Successor Employer establishes a new plan, the terms of

which are substantially identical to the terms of this Plan and which treat all benefit obligations which relate to the Participant (including those transferred to the Successor Plan pursuant to the provisions of this Section) as if they had accrued due to the Participant’s service with the Successor Employer (the “Successor Plan”), and a new rabbi trust, the terms of which are substantially identical to the terms of the Trust (the “Successor Trust”),

then the Participant shall not be entitled to a distribution of benefits from this Plan on account of such termination of employment, and the Company or other Participating Employer which formerly employed the Participant and which maintains an Account or Accounts for such Participant under this Plan shall transfer, deliver and assign to the Successor Plan and Successor Employer as of the date the Participant becomes employed by the Successor Employer any and all benefit obligations under this Plan which relate to the Participant, and effective with and subsequent to the adoption of the Successor Plan by the Successor Employer and the transfer of the Participant’s benefit obligations from this Plan to the Successor Plan, the Participant whose benefits were transferred to the Successor Plan shall not be entitled to receive any amounts from this Plan which relate to benefit obligations which accrued prior to the transfer. The preceding provisions to the contrary notwithstanding, the provisions of this Section 11.02 shall not be effective for Transactions that occur on or after the date of a Change in Control without the written consent of a majority of the Participants in the Plan at such time.


3.	Compliance with Code Section 409A With Regard Article XI

If any provision of this Article XI is determined to violate Section 409A of the Code, such provision shall have no force or effect.

IN TESTIMONY WHEREOF, TRINITY INDUSTRIES, INC. has caused this instrument to be executed in its name and on its behalf, by the officer

thereunto duly authorized, this 31st day of December , 2007, effective as of January 1, 2005 or as otherwise provided herein.

TRINITY INDUSTRIES, INC.

By: /s/ Timothy R. Wallace

Title: Chief Executive Officer

ATTEST:

/s/ Paul M. Jolas

THE STATE OF TEXAS §

COUNTY OF DALLAS §

This instrument was acknowledged before me on the 31st day of December , 2007, by Paul M. Jolas of TRINITY INDUSTRIES, INC., a Delaware

corporation, on behalf of said corporation.

/s/ Julie Slayden

Notary Public in and for the State of Texas

My Commission Expires: Printed Name of Notary:

8/25/2011 Julie Slayden

EXHIBIT 10.4

TRINITY INDUSTRIES, INC.

SUPPLEMENTAL RETIREMENT PLAN

AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2009

TABLE OF CONTENTS





	Page
ARTICLE I PURPOSE	2
1.01 Coordination with Base Plan	2
1.02 Duration of Plan	2
1.03 Applicability	2
ARTICLE II DEFINITIONS AND CONSTRUCTION	3
2.01 Definitions	3
2.02 Construction	5
ARTICLE III DESIGNATION OF PARTICIPANTS	6
3.01 Eligibility to Participate	6
ARTICLE IV PLAN BENEFITS	7
4.01 Calculation of Plan Benefit	7
4.02 Time and Form of Plan Payments	7
4.03 Distributions Following Plan Termination	14
4.04 Payment Upon Death of Participant	14
4.05 Funding	14
ARTICLE V ADMINISTRATION	15
5.01 Duties of Committee	15
ARTICLE VI AMENDMENT AND TERMINATION	16
6.01 Right to Amend	16
6.02 Right to Terminate	16
6.03 Rights of Participants	17
6.04 Liability of Successor	17
ARTICLE VII MISCELLANEOUS	18
7.01 Nonguarantee of Employment	18
7.02 Nonalienation of Benefits	18
7.03 No Preference	18
7.04 Incompetence of Recipient	18
7.05 Texas Law to Apply	18
7.06 Acceleration of Payment	18

TRINITY INDUSTRIES, INC.

SUPPLEMENTAL RETIREMENT PLAN

TRINITY INDUSTRIES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby restates the TRINITY INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN (the “Plan”), such restatement to be effective as of January 1, 2009;

WITNESSETH:

WHEREAS, the Company has adopted the Plan, effective January 1, 1990, to provide a supplemental retirement benefit to certain of its highly compensated employees that approximates the additional retirement benefit such employees would have received under a Company defined benefit pension plan, if such pension benefit were determined without regard to the limitations on compensation and benefits imposed by the Internal Revenue Code of 1986, as amended from time to time (the “Code”); and

WHEREAS, it is intended that the Plan be an “unfunded” deferred compensation arrangement for a select group of management or highly compensated personnel for purposes of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”); and

WHEREAS, the Plan has been operated in good faith compliance with the requirements of Code Section 409A, as amended by the American Job Creation Act of 2004, effective January 1, 2005; and

WHEREAS, in accordance with the transition rules provided under Code Section 409A, the Company now desires to amend and restate the Plan, effective January 1, 2009, to meet the applicable requirements of Code Section 409A, and intends that the Plan be interpreted and administered in accordance with Code Section 409A and the final Treasury Regulations and applicable administrative guidance issued thereunder on and after January 1, 2005.

NOW, THEREFORE, the Company hereby agrees as follows:

ARTICLE I

Purpose

To the extent permitted under applicable law, including, but not limited to, Code Section 409A, the calculation of accrued benefits under the Plan shall be made in coordination with the Base Plan. The distribution of such accrued benefits, however, will be made in accordance with the terms of Article IV of this Plan.


1.	Duration of Plan

The Company hopes and expects to continue the Plan indefinitely, but reserves the right to amend it or terminate it in any respect and at any time or from

time to time, to the extent provided in Article VI hereof.


2.	Applicability

This Plan shall apply only to an Employee who begins receiving benefits from a Base Plan after January 1, 1990, as determined by the Committee. The

provisions of this restatement of the Plan shall apply to a Participant who Separates from Service on or after January 1, 2005. In the case of a Participant who Separates from Service prior to January 1, 2005, the rights and benefits, if any, of such former Employee shall be determined in accordance with the provisions of the Plan as in effect on the date of his Separation from Service.


1.	Definitions

ARTICLE II

Definitions and Construction

Unless the context otherwise requires, the terms used herein shall have the meanings set forth in the remaining sections of this Article II.


(a)	Affiliate shall mean any entity affiliated with the Company under the terms of Code Section 414 that has adopted a Base Plan for the benefit of its

employees.

(b)

Amounts Not Subject to Code Section 409A shall mean the present value of the amount to which the Participant would have been entitled under the Plan if he voluntarily Separated from Service without cause on December 31, 2004, and received a payment of the benefits available from the Plan on the earliest possible date allowed under the Plan to receive a payment of benefits following the Separation from Service, and received the benefits in the form with the maximum value.


(c)	Amounts Subject to Code Section 409A shall mean the total amount accrued by the Participant under the Plan, reduced by all Amounts Not

Subject to Code Section 409A.


(d)	Base Plan shall mean the defined benefit plan or plans sponsored by the Company and/or its Affiliates and qualified under Code Section 401(a),

from which the Participant is entitled to receive benefits.

(e) Beneficial Owner shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(f) Beneficiary shall mean the individual or individuals entitled to receive benefits payable on behalf of any Employee under his Base Plan in the

event of his death on or after Retirement.

(g) Board shall mean the Board of Directors of the Company.


(a)	Change in Control shall have the meaning set forth in Sections 4.02(a)(5)(iii) and 4.02(b)(5)(ii).


(b)	Code shall mean the Internal Revenue Code of 1986, as amended from time to time.


(c)	Committee shall mean the persons appointed under the provisions of Article V to administer the Plan.

(k) Company shall mean Trinity Industries, Inc., a Delaware corporation, as well as its successor or successors.


(a)	Disability or Disabled shall mean, for Plan purposes, a determination that the Participant:


(1)	Is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be

expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or


(2)	Is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three


(3)	months under an accident and health plan sponsored by the Employer.

Any determination of Disability shall be made in accordance with the requirements of Code Section 409A and any guidance issued thereunder. A Participant will be deemed to be Disabled if determined to be totally disabled by the Social Security Administration or under the terms of a Company-sponsored disability insurance program, provided the terms of such program comply with Code Section 409A.


(b)	Effective Date of this restatement shall mean January 1, 2009. The original effective date of the Plan is January 1, 1990.

(c)

Employee shall mean any individual on the payroll of an Employer (i) whose wages from the Employer are subject to withholding for purposes of Federal income taxes and for purposes of the Federal Insurance Contributions Act, (ii) who is included within a “select group of management or highly compensated employees,” as such term is used in Section 401(a)(1) of ERISA, and (iii) who is designated by the Committee as eligible to participate in the Plan.


(d)	Employer shall mean the Company and any Affiliate of the Company to the extent that an Employee of such Affiliate is a Participant hereunder.


(e)	ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


(f)	Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.


(g)	Key Employee shall mean:


(1)	an officer of an Employer having annual compensation from the Employer of more than $130,000 per year, as adjusted from time to time in

accordance with Internal Revenue Service guidelines,


(2)	a five percent (5%) owner of an Employer, or

(3) a one percent (1%) owner of an Employer having annual compensation from the Employer of more than $150,000,

all as determined in accordance with Code Sections 409A and 416(i) and applicable Treasury Regulations issued thereunder, provided stock in

the Employer corporation is publicly traded on an established securities market.

(s)

Participant shall mean an Employee who meets the eligibility requirements as determined by the Committee; provided, however, that effective on and after the date of a Change in Control, the term “Participant” shall be limited to those individuals who satisfy the eligibility requirements and who were Participants in the Plan as of the date immediately prior to the date of such Change in Control.

(a)

Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.


(b)	Plan shall mean the Trinity Industries, Inc. Supplemental Retirement Plan as set forth in this document, as this document may be amended from

time to time.


(c)	Retirement shall mean the date on which an Employee is eligible to begin receiving benefits from any Base Plan.


(d)	Separation from Service or Separate from Service shall mean a termination of employment constituting a “separation from service” within the

meaning of Treasury Regulation 1.409A-1(h).


2.	Construction

Masculine pronouns used herein shall refer to men or women or both and nouns and pronouns when stated in the singular shall include the plural and

when stated in the plural shall include the singular, wherever appropriate.

3.01 Eligibility to Participate

ARTICLE III

Designation of Participants

The Committee shall meet as necessary to verify the eligibility of Participants. Participation will be determined solely by the Committee, and an Employee will not commence participation in the Plan until notified by the Committee of both his eligibility and the terms and benefits of the Plan.


1.	Calculation of Plan Benefit

ARTICLE IV

Plan Benefits

(a)

Basic Plan Benefit . Benefits under the Plan shall be actuarially computed amounts payable to a Participant or Beneficiary so that the annual payments such Participant or Beneficiary shall receive from the Plan (as limited by paragraph (c) below) shall equal the amount of the payments which the Participant would have received at Retirement under the Base Plan except for the operation of the limits under Code Sections 401(a)(17) and 415, as those limits are described by the Base Plan.

The benefit payable under the Plan will be reduced by the amount of plan benefits actually payable to the Participant or Beneficiary under the

Base Plan upon Retirement.

(b)

Determination of Compensation . If the applicable Base Plan is the Trinity Industries, Inc. Standard Pension Plan, the Participant’s “accrued benefit” under such plan will be determined by taking into account, as “compensation”, amounts otherwise excluded as a result of their deferral under the Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates. For purposes of this paragraph, any compensation deferred is treated as compensation for benefit calculation purposes under the Plan only in the year(s) payment would otherwise have been made but for the deferral.

In addition, the annual “compensation” used when calculating the benefit under Section 4.01 shall include incentive compensation earned under the Company’s Incentive Compensation Agreement when such compensation is earned, irrespective of when such compensation is actually paid. To be included as “compensation” under Section 4.01, however, the incentive compensation must ultimately be paid to the Participant.


(c)	Subsequent Reductions Under Base Plan . The Plan shall not compensate any Participant or Beneficiary for any adverse effects to the Participant which result in a reduction of benefits available from the Base Plan due to changes in the Base Plan benefit formula, social security laws or other laws and rules.


2.	Time and Form of Plan Payments


(a)	Amounts Subject to Code Section 409A


(1)	Election of Form of Distribution . Within thirty (30) days following receipt of a written explanation of the terms of and the benefits provided

under the Plan, but not later than thirty (30) days

following the first day of the Employer’s taxable year immediately following the first year during which the Participant accrues a benefit under this Plan, each Participant must make an irrevocable election as to the form of payment in a manner that is approved by the Committee. Such election shall apply to all Amounts Subject to Code Section 409A. The Participant may elect to receive a distribution of such amounts in any form available under the terms of the Base Plan as of the date of his election, and an election of a form of distribution under this Plan need not be the same as the Participant’s corresponding election under the Base Plan.

(i)

If an eligible Employee is participating in the Plan in 2008 and desires to file or modify a previously-filed election, he must complete such an election or modification and file it with the Committee on or before December 31, 2008; provided, however, that a Participant may not file a modified distribution election in 2008 that has the effect of deferring payment of amounts the Participant would otherwise receive in 2008 or cause payments to be made in 2008 that would otherwise be made subsequent to 2008. Such an election shall not be treated as a change in the form of a payment under Section 409A(a)(4) of the Code or an acceleration of a payment under Section 409A(a)(3) of the Code.


(ii)	A modification of a Participant’s previous election related to the distribution of Amounts Subject to Code Section 409A may be filed

by a Participant with the Committee provided:


(A)	Such modification shall not be effective for at least twelve (12) months after the date on which the modification is filed with the

Committee;


(B)	Other than distributions made on account of death or Disability, any distributions to which such modification relates shall be

deferred for a period of five (5) years from the date such distributions would otherwise have commenced; and


(C)	With respect to a distribution made in accordance with Section 4.02(a)(2)(A) below, such a modification may not be accepted by the Committee less than twelve (12) months before the date on which distributions were previously scheduled to begin under the Plan.


(2)	Timing of Distribution . Except as otherwise provided, Amounts Subject to Code Section 409A that are payable under the Plan to a

Participant who is eligible to receive benefits from the Base Plan shall commence as of:


(A)	The first day of the first month next following the Participant’s attainment of age 65; or


(B)	If a Participant Separates from Service before attaining age 65, the first day of the first month next following the Participant’s

Separation from Service.

(1)

Required Delay for Key Employees . Notwithstanding any other provision of the Plan to the contrary, if a Participant is a Key Employee and Separates from Service for a reason other than death, such Participant’s distribution with respect to Amounts Subject to Code Section 409A may not commence earlier than six (6) months from the date of his Separation from Service. If it is determined that compliance with Code Section 409A necessitates distribution on a date certain, such distribution shall be made, or begin to be made, on the date that is six

(6) months following the date on which the Participant Separates from Service.


(2)	Distribution for Disability . Notwithstanding any provision of the Plan to the contrary, in the event a Participant becomes Disabled, he shall

receive a distribution of Amounts Subject to Code Section 409A equal to the amount calculated in the same manner as under

Section 4.02(a)(5)(ii) below, except that (i) when applying Section 4.02(a)(5)(ii), the term “Separation from Service” shall be replaced by “Disability” in each place where it appears therein, and (ii) such distribution shall not include Amounts Not Subject to Code Section 409A. Distribution shall be in the form elected by the Participant under Section 4.02(a)(i) and shall commence immediately upon certification by the Committee that the Participant is Disabled.


(1)	Forfeiture .


(i)	General Rule . Benefits under the Plan will be paid only to supplement benefit payments actually made from the Base Plan. If benefits are not payable under the Base Plan because the Participant has failed to vest or for any other reason, no payments will be made under the Plan with respect to such Base Plan.


(ii)	Change in Control . Notwithstanding paragraph (i), in the event that the Participant Separates from Service for any reason (other than

due to death or Disability) prior to being

eligible to receive Retirement benefits under the Base Plan but upon the occurrence of a Change in Control, then such Participant shall not forfeit his right to benefits hereunder and shall be entitled to a benefit calculated in accordance with Section 4.01. Such amount shall be payable to the Participant in a lump sum cash payment within five (5) days following such Separation from Service.

(iii)

Compliance with Code Section 409A . For purposes of this Section 4.02(a)(5), Change in Control shall have the meaning set forth under Section 4.02(b)(5)(ii), except no distribution shall be made with respect to Amounts Subject to Code Section 409A upon a Change in Control unless such event or transaction constitutes a “change in ownership”, “change in effective control”, or “change in the ownership of a substantial portion of the assets” of the Company, within the meaning of Code Section 409A, Treasury Regulation 1.409A-3(i)(5), or other administrative guidance in effect at the time of the event or transaction. The occurrence of a Change in Control will be determined and certified by the Committee strictly in accordance with the foregoing sentence; the Committee may not exercise discretion in applying the requirements of the Code, Treasury Regulations, or other relevant guidance in the determination of the occurrence of a Change in Control. Notwithstanding the preceding, if Treasury Regulations or other guidance to be issued with respect to Code Section 409A provide that an accelerated payment due to Change in Control is not permitted, then

such distribution shall be made at the time and in the manner specified in Section 4.02(a)(1).


(b)	Amounts Not Subject to Code Section 409A

(1)

Form of Payment . Except as provided in Section 4.02(b)(5), the Amounts Not Subject to Code Section 409A payable under the Plan to a Participant who is eligible to receive benefits from the Base Plan shall be made in the form of a single life annuity for the life of the Participant with a ten-year period certain and shall commence at age 65. In calculating the amount of a Participant’s benefit payments hereunder, the Participant’s benefit shall be calculated pursuant to Section 4.01 of the Plan assuming that the Base Plan benefit is to commence at the same time that benefit payments are to commence hereunder and will be made in the form of a single life annuity for the life of the Participant with a ten-year period certain (without regard to when the Participant has elected

to have such Base Plan benefit commence and without regard to the form of the benefit selected under the Base Plan).

(2)

Modifying the Form of Payment . Notwithstanding the provisions of (1) above, with respect to Amounts Not Subject to Code Section 409A a Participant may elect a form of benefit payment under the Plan other than the form described above from among those optional forms of benefit payments available under the Base Plan at the time of the election, and/or may elect to begin the commencement of benefit payments prior to attaining age 65, with the payment amount adjusted to reflect the different form of distribution or commencement date using the actuarial assumptions provided in the Base Plan. Such an election may be made by a Participant only once during any calendar year, and the election will be effective only if the election is made more than twelve (12) months prior to the earlier of (i) the date benefit payments would commence under the Plan without regard to the election or (ii) the date benefit payments would commence under the Plan pursuant to the election.


(1)	Timing of Payments . Except as provided in Section 4.02(b)(5), benefits payable under the Plan will be paid in coordination with any

benefits payable to a Participant from the Base Plan.

(2)

Acceleration of Amounts Not Subject to Code Section 409A . The preceding provisions of this Section 4.02(b) to the contrary notwithstanding, any Participant (or beneficiary of a deceased Participant) who has commenced receiving benefit payments under the Plan and who has more than one benefit payment remaining to be paid may elect in writing on a form that is approved by the Committee to waive his right to continue receiving benefit payments hereunder and in lieu thereof receive one lump sum payment in an amount equal to 90% of the present value of the benefit payments remaining to be paid at the time of such lump sum payment. The present value shall be determined using the actuarial assumptions that would be used for calculating lump sum distributions under the Base Plan, and the payment will be made in cash to the Participant (or beneficiary of a deceased Participant) no later than fifteen (15) days following receipt of his election by the Committee. In the event that Participant (or beneficiary of a deceased Participant) receives a lump sum payment in accordance with this provision, no further benefits will be owed to or on account of such Participant under the Plan and the remaining ten percent (10%) of the present value of the monthly payments shall be forfeited.


(1)	Forfeiture .

(i)

General Rule . If a Participant Separates from Service with the Company prior to his eligibility to receive early, normal or late Retirement benefits under the Base Plan, he shall forfeit all right, for himself and his Beneficiary, to any benefits under this Plan; provided, however, that in the event that such Separation from Service occurs for any reason (other than death or Disability) upon the occurrence of a Change in Control, then such Participant shall not forfeit his right to benefits hereunder and shall be entitled to a benefit calculated in accordance with Section 4.01. Such amount shall be payable to the Participant in a lump sum cash payment within five (5) days following such termination.


(ii)	Change in Control . For purposes of this Section, a Change in Control shall be deemed to have occurred if the event set forth in any

one of the following paragraphs shall have occurred:

(A)

Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities unless the transaction resulting in a Person becoming the Beneficial Owner of thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities is approved in advance by the Board, excluding any Person who becomes such Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below;

(B)

The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on September 9, 2008, constitute the Board and any new director (other than a director whose initial assumption of office in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on September 9, 2008, or whose appointment, election or nomination for election was previously so

approved or recommended;

(C)

There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of any parent thereof) at least sixty percent (60%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after

such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with acquisitions by the Company or its Affiliates of a business representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or

(D)

The Company’s stockholders approve a plan of complete liquidation or dissolution of the Company, or a sale or disposition (whether by reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, or other similar corporate transaction or event) by the Company of all or substantially all of the Company’s assets (in one transaction or a series of transactions within any period of twenty four (24) consecutive months) other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. However, a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (or two or more

entities in one transaction or a series of transactions within any period of twenty four (24) consecutive months), at least sixty percent (60%) of the combined voting power of the voting securities of which are owned by the Company’s stockholders in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition shall be considered a Change in Control for purposes of this Section if the Participant is not offered comparable employment with such entity (or one of such entities). The sale or disposition of a subsidiary or a division of the Company, or certain assets of the Company (or of a subsidiary of the Company), shall not be a Change in Control unless any such transaction or series of related transactions results in a sale or disposition by the Company of all or substantially all of the Company’s assets.


3.	Distributions Following Plan Termination

If the Plan is terminated pursuant to the provisions of Article VI hereof, the Committee shall cause the Employer to pay to all Participants all of the

vested amounts then standing to their credit, in accordance with the applicable provisions of Article VI.


4.	Payment Upon Death of Participant

In the event of an Employee’s death on or after Retirement, the Employer shall make any payments called for hereunder to his Beneficiary. Any payment made by the Employer in good faith shall fully discharge the Employer from its obligations with respect to such payment, and the Employer shall have no further obligation to see to the application of any money so paid.


5.	Funding

Contributions by the Employer to pay benefits under the Plan will be made solely out of the general assets of the Employer. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Employer or the Plan and any Employee or any other person. Any funds which may be set aside or invested relative to the Plan shall continue for all purposes to be a part of the general funds of the Employer and no person other than the Employer shall, by virtue of the provisions of

the Plan, have any interest in such funds. To the extent that any person acquires a right to receive payment from the Employer under the Plan, such right

shall be no greater than the right of any unsecured general creditor of the Employer.

5.01 Duties of Committee

ARTICLE V

Administration

The Committee shall have full power and authority to interpret, construe and administer the Plan. The Committee’s interpretation and construction hereof, and actions hereunder, including any determination of the amount or recipient of any payment to be made under the Plan, shall be binding and conclusive on all persons and for all purposes. No member of the Committee or the Board shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan unless attributable to his own willful misconduct or lack of good faith.


1.	Right to Amend

ARTICLE VI

Amendment and Termination

The Company, in its sole and unfettered discretion, may amend the Plan at any time, provided such amendment does not contravene the provisions of

Code Section 409A and related guidance issued thereunder and Section 6.03 of the Plan.


2.	Right to Terminate

The Company may terminate the Plan upon occurrence of any one of the following:


(a)	Within twelve (12) months of the Company’s dissolution taxed under Code Section 331 or with the approval of a bankruptcy court pursuant to

11 U.S.C. Section 503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross income in the latest of:


(1)	The calendar year in which the Plan termination occurs;


(2)	The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(3) The first calendar year in which the payment is administratively practicable.

(b)

Within the thirty (30) days preceding or the twelve (12) months following a Change in Control, provided all substantially similar arrangements (within the meaning of Code Section 409A and related guidance issued thereunder) sponsored by the Company are also terminated, so that the Participant and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of termination of the arrangements.


(c)	At the discretion of the Company, provided that all of the following requirements are satisfied:


(1)	The termination and liquidation of the Plan do not occur proximate to a downturn in the financial health of the Company;


(2)	All arrangements sponsored by the Company that would be aggregated with any terminated arrangement under Treasury

Regulation 1.409A-1(c) if the same Participant participated in all of the arrangements are terminated;


(1)	No payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made

within twelve (12) months of the termination of the arrangements;


(2)	All payments are made within twenty-four (24) months of the termination of the arrangements; and

(5) The Company does not adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury

Regulation 1.409A-1(c) if the same Participant participated in both arrangements, at any time within three (3) years following the date of

termination of the arrangement.


(d)	Such other events and conditions as the Commissioner of Internal Revenue may prescribe in generally applicable guidance published in the

Internal Revenue Bulletin.


3.	Rights of Participants

No amendment, suspension or termination of the Plan shall deprive a Participant of a previously vested amount as of such date. No amendment, suspension or termination shall be retroactive in effect to the prejudice of any Participant, except to the extent necessary to comply with any provision of federal or applicable state laws or except to the extent necessary to prevent detriment to the Company or any of its Affiliates, or the current taxation of Participants under Code Section 409A and any guidance issued thereunder, as so determined by the Board in its sole and unfettered discretion. The foregoing notwithstanding, in the event it is determined by the Board, in its sole and unfettered discretion, that any provision in the Plan results in a violation of the requirements of Code Section 409A and any guidance issued thereunder, the Board, and any authorized officer so appointed by the Board, shall have the power to unilaterally modify or eliminate any such provision.


4.	Liability of Successor

If the Company should reorganize, consolidate or merge with another entity, the Plan shall become an obligation of the new entity or of any business

taking over the assets, duties or responsibilities of the Company.


1.	Nonguarantee of Employment

ARTICLE VII

Miscellaneous

Nothing contained in the Plan shall be construed as a contract of employment between any Employer and any Employee, or as a right of any Employee to be continued in the employment of any Employer, or as a limitation on the right of an Employer to discharge any of its Employees, with or without cause.


2.	Nonalienation of Benefits

Benefits payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.


3.	No Preference

No Participant shall have any preference over the general creditors of an Employer in the event of such Employer’s insolvency.


4.	Incompetence of Recipient

If the Committee shall find that any person to whom any payment is payable under the Plan is unable to care for his affairs because of mental or physical illness, accident, or death, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, a brother or sister or any person deemed by the Committee, in its sole discretion, to have incurred expenses for such person otherwise entitled to payment, in such manner and proportions as the Committee may determine. Any such payment shall be a complete discharge of the liabilities of the Company under the Plan, and the Company shall have no further obligation to see to the application of any money so paid.


5.	Texas Law to Apply

THIS PLAN SHALL BE CONSTRUED AND ENFORCED UNDER THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT

PREEMPTED BY FEDERAL LAW.


6.	Acceleration of Payment

In the event that the Internal Revenue Service formally assesses a deficiency

against a Participant on the grounds that an amount credited to such Participant’s Accounts under the Plan is subject to Federal income tax (the “Reclassified Amount”) earlier than the time payment otherwise would be made to the Participant pursuant to the Plan, then the Committee shall direct the Employer maintaining such Participant’s Accounts to pay to such Participant and deduct from such Account the Reclassified Amount. To the extent possible, such payment will be made in a manner permitted under Code Section 409A and any guidance issued thereunder so as to comply with such Code Section.

IN WITNESS WEHREOF, the Company, Trinity Industries, Inc., has caused this document to be executed on this 30 TH day of September 2008 to be

effective as of the 1st day of January 2009.

TRINITY INDUSTRIES, INC.

By: /s/ Timothy R. Wallace

Name: Timothy R. Wallace

Title: Chairman, CEO & President

EXHIBIT 10.8

2008 DEFERRED COMPENSATION PLAN AND AGREEMENT

THIS PLAN AND AGREEMENT, effective January 1, 2008 (the “ Effective Date ”), is made and entered into between TRINITY INDUSTRIES, INC., a Delaware Corporation with its principal office at 2525 Stemmons Freeway, Dallas, Texas 75207 and [Officer] , an individual (hereinafter called “ Officer ”);

WITNESSETH:

WHEREAS, Officer is in the employ of Trinity Industries, Inc. or a subsidiary of Trinity Industries, Inc. (hereinafter, referred to as the “ Company ”) and serves in a capacity which will develop and expand the business of the Company; and

WHEREAS, in recognition of Officer’s valued services as an employee and officer of the Company, and as an inducement to Officer to continue to serve the Company in the future, the Company and Officer previously entered into the 2005 Deferred Compensation Plan and Agreement (the “ 2005 Plan ”); and

WHEREAS, the Company has determined that it is in the Company’s best interest to cease Officer’s future participation in the 2005 Plan, effective for calendar years beginning after December 31, 2007; and

WHEREAS, in recognition of Officer’s continued, valued service to the Company as an employee and officer, and as a further inducement to Officer to remain in the employ of and serve the Company in the future, and to facilitate a smooth transition of Officer upon separation from service, the Company desires to continue to provide certain benefits for Officer and his/her designated beneficiary through this 2008 Deferred Compensation Plan and Agreement (the “ Plan ”), as hereinafter set forth, in lieu of Officer continuing to accrue benefits under the 2005 Plan; and

WHEREAS, Officer has been selected by the Human Resources Committee of the Board of Directors of the Company (the “ Committee ”) to participate in this Plan and Officer is willing to remain in the employ of the Company and to have the Company establish an account for deferred compensation in order to provide such benefits, as hereinafter set forth; and

WHEREAS, if Officer chooses to enter into the Plan, his/her accrued benefits in the 2005 Plan will carry forward into the Plan; and

WHEREAS, if Officer chooses not to enter into the Plan, Officer’s accrued benefits will be limited to those accrued as of December 31, 2007 under the 2005 Plan; and

WHEREAS, Officer has agreed to participate in this Plan on or before the Effective Date, as evidenced by his/her execution of this document.

NOW, THEREFORE, in consideration of the premises and the terms, conditions and covenants hereinafter set forth, the Company and Officer hereby agree as follows:

1. Deferred Compensation Account . As of the Effective Date, the Company shall establish on the books of the Company in the name of Officer an account to which shall be credited an amount equal to ten percent (10%) of Officer’s combined annual base salary and annual incentive compensation (“ Eligible Compensation ”) earned for the period which begins January 1, 2008 and ends on the following December 31, 2008 (a “ Plan Year ”), and each Plan Year thereafter (subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the portion of such Plan Year during which Officer was a participant in the Plan, and (b) that amount of Officer’s Eligible Compensation related to the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee.

Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall be credited on a monthly basis with interest (“ Interest Equivalent Rate ”). The Interest Equivalent Rate shall be established by the Committee, or its designee, in the Committee’s or its designee’s sole discretion, prior to the beginning of each Plan Year, but shall generally be equivalent to the “expected return on assets” under the Trinity Standard Pension Plan. Once established, the Interest Equivalent Rate shall remain the same for the entire Plan Year. At the end of each calendar month, the balance in the Officer’s deferred compensation account as of the immediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The resulting interest amount shall then be credited to Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth.

For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion.

The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the Plan, his/her participation in the Plan shall continue in like manner for each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

2. Administration of the Plan and Account . The Plan shall be administered by the Committee or its designee. The Committee or its designee is authorized to take such actions as may be necessary to carry out the provisions and purposes of the Plan and shall have the discretionary authority to control and manage the operation and administration of the Plan. The Committee or its designee shall have the fiduciary power and discretion to construe and interpret the Plan, to supply any omissions therein, to reconcile and correct any errors or inconsistencies, to decide any questions in the administration and application of the Plan, and to make equitable adjustments for any mistakes or errors made in the administration of the Plan. All such actions or determinations made by the Committee, or its designee, and the application of rules and regulations to a particular case or issue by the Committee, or its designee, in good faith, shall not be subject to review by any person or entity, but shall be final, binding and conclusive on all persons ever interested hereunder.

The account established by the Company on its books in the name of Officer shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to Officer, or his/her designated beneficiary, pursuant to this Plan. The Company shall have the right to segregate from the other general assets of the Company the sums which accrue monthly hereunder as deferred compensation. Neither Officer nor his/her designated beneficiary shall at any time have any legal or equitable rights, interests or claims in accrued sums which are so segregated and/or invested and reinvested, and such funds, as they are from time to time constituted, and all other assets of the Company shall at all times remain the general, unpledged unrestricted assets of the Company subject to the claims of the general creditors of the Company.

Officer’s bookkeeping account shall continue to be credited with interest at the Interest Equivalent Rate on a monthly basis pursuant to the procedures described in Section 1 above. Each installment payment shall be in an amount equal to the amount shown to Officer’s credit on the books of the Company as of the last day of the month preceding the month in which the payment is made, multiplied by a fraction the numerator of which is one (1) and the denominator of which is the number of payments remaining (including the current payment).

b. Complete payment may be made in a lump sum paid one (1) year from the date of Officer’s separation from service.

Officer’s election pursuant to this paragraph must be made as of the Effective Date pursuant to a Distribution Election form provided by the Company and, except as provided below, shall be irrevocable. In the absence of an election, payment shall be made in the form of a lump sum. Officer may change his/her distribution election regarding the timing or form of payment only if any such change is (a) made at least twelve (12) months before the first payment is scheduled to commence, and (b) such change results in each payment being made no earlier than five (5) years after such payment was scheduled to begin under the prior election. For purposes of applying the requirements above, the right of Officer to receive his/her account in installment payments shall, as provided in Section 409A of the Internal Revenue Code (hereinafter “Section 409A”), be treated as the entitlement to a single payment. All payments shall be paid to Officer if living, or if not living, to his/her designated beneficiary (on a form provided by the Company) or, upon failure to make such designation or if the designated beneficiary shall predecease Officer, to Officer’s estate. If at the time of Officer’s death Officer is divorced and the last beneficiary designation on file with the Committee, or its designee, is Officer’s former spouse, the former spouse shall be deemed to have predeceased Officer and Officer’s remaining benefits shall be paid to Officer’s estate.

Notwithstanding the foregoing, an Officer may make a separate election regarding distribution of his/her account in the event that Officer’s separation from service with the Company occurs on or within two years after a “Change in Control” (as defined by Section 409A); in such event, the amount to the credit of Officer will be distributed to Officer either in a lump sum or in annual installments not exceeding twenty (20) years, whichever is so elected by Officer as of the effective date of this Agreement. In the absence of such a separate election, payment shall be made in a lump sum within five (5) days of termination following a “Change in Control.” Officer may change this election only as provided in the preceding paragraph and in a manner as permitted in compliance with Section 409A. If installment payments are elected, the method of distribution shall be similar to the method described for installment payments under the preceding paragraph.

For purposes hereof, a “Change in Control” shall have the same meaning as defined by Section 409A.

4. Conditions . The payment of deferred compensation to Officer, as hereinabove provided, shall be subject to the following conditions, the breach of any of which shall cause the forfeiture of all rights in and to any and all amounts of deferred compensation remaining unpaid upon the date of any such breach:

a. Commencing with the date of Officer’s separation from service and continuing for one (1) year, Officer shall not, directly or indirectly, become or serve as an officer, employee, owner or partner of any business which competes in a material manner with the Company, without prior written consent of the Chief Executive Officer of Trinity Industries, Inc. (“ Chief Executive Officer ”) or the Chairman of the Committee.

b. Commencing with the date of Officer’s separation from service and continuing for one (1) year, Officer shall be available for consultation in respect of matters pertaining to the business and financial affairs of the Company, upon the request of the Company and at such reasonable and convenient times and places and for such compensation therefor as may be mutually agreed upon.

c. In connection with Officer’s separation from service, Officer must give at least six (6) months advance written notice to the Chief Executive Officer of Officer’s intent to transition out of Officer’s position and separate from service with the Company. Officer must work with the Chief Executive Officer to develop a process for a smooth transition of Officer’s duties and responsibilities to Officer’s successor, which process is acceptable to the Chief Executive Officer and/or the Board of Directors of Trinity Industries, Inc. (the “ Board of Directors ”), in the Chief Executive Officer’s and/or the Board of Director’s discretion. In addition, through Officer’s actions prior to such separation from service, Officer must work with the Chief Executive Officer and exhibit to the satisfaction of the Chief Executive Officer and/or the Board of Directors, in the Chief Executive Officer’s and/or the Board of Director’s discretion, that Officer has effectively implemented the agreed on process for succession so as to allow for and facilitate the smooth transition of Officer’s duties and responsibilities to the duly selected and approved successor of the Officer.

Notwithstanding the foregoing:

d. The conditions set forth in a., b., and c. above shall be of no force and effect from and after the occurrence of a Change in Control.

e. The conditions set forth in a., b., and c. above shall be of no force and effect from and after the occurrence of Officer’s separation from service as a result of Officer’s death.

f. The conditions set forth in a., b., and c. above shall be of no force and effect from and after the occurrence of Officer’s separation from service as a result of Officer’s having been determined to be disabled under (i) any then effective long-term disability insurance policy or program sponsored by the Company which covers Officer,

or (ii) if no such policy or program covers Officer, the terms of the Supplemental Profit Sharing Plan sponsored by the Company, or (iii) as determined by the Board of Directors.

g. The Chief Executive Officer and/or the Board of Directors, in the Chief Executive Officer’s and/or the Board of Director’s discretion, may waive the conditions set forth in a., b. and c. above from and after the occurrence of Officer’s separation from service as a result of Officer’s retirement.

5. Death . In the event of Officer’s death prior to the receipt of any or all of the installments of deferred compensation, such installments as are then unpaid shall be paid, in the same form and over the same period as such installments would have been paid to Officer, to the beneficiary or beneficiaries designated in writing on a form provided by the Company and filed with the Secretary of the Company by Officer during his/her lifetime or, upon failure to make such designation or if such designee or designees shall have predeceased Officer, then to Officer’s estate. If at the time of Officer’s death Officer is divorced and the last beneficiary designation on file with the Committee, or its designee, is Officer’s former spouse the former spouse shall be deemed to have predeceased Officer and Officer’s remaining benefits shall be paid to Officer’s estate. Officer shall have the right to change the beneficiary designation from time to time by instrument in writing delivered to the Secretary of the Company.

6. Status of Plan . The Plan is intended to be a plan that is not qualified within the meaning of section 401(a) of the Code and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The Plan shall be administered and interpreted (i) in a manner consistent with that intent, and (ii) in accordance with section 409A of the Code and related Treasury guidance and Regulations. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

7. Nonassignability . Officer during his/her lifetime, and his/her designated beneficiary or beneficiaries, after his/her death, shall not be entitled to commute, encumber, sell or otherwise dispose of his/her or their rights to receive the deferred compensation provided for herein, and the right thereto shall be nonassignable and nontransferable and shall not be subject to execution, attachment or similar process.

8. Participation in Other Plans . Nothing herein contained shall in any manner modify, impair or effect the existing or future rights or interests of Officer to receive any employee benefits to which he is or would otherwise be entitled, or as a participant in the present or any future incentive bonus plan, stock option plan or pension or profit sharing plan of the Company.

9. Benefit . This Agreement shall be binding upon and inure to the benefit of any successor of the Company, including any person, firm, corporation or other entity which, by merger, consolidation, purchase or otherwise, acquires all or substantially all of the assets or business of the Company.

10. Amendment or Termination . This Agreement may be amended or terminated in whole or in part by mutual written agreement of the parties hereto; provided however, no termination of this Agreement shall have the effect of accelerating any payments due under this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first hereinabove written.




	TRINITY INDUSTRIES, INC.
	By:
		TIMOTHY R. WALLACE




	Officer

I designate the following beneficiary (ies) in the event of my death.




Primary, if living, otherwise to Secondary




Name		Relationship

Secondary



Name		Relationship



Officer’s Signature		Date

Exhibit 10.14

TRINITY INDUSTRIES, INC.

DIRECTOR COMPENSATION

Summary Sheet as of December 6, 2018

On December 6, 2018, the Board of Directors approved the following compensation for non-employee directors, effective in 2019:


•	Board member annual retainer - $70,000


•	Annual equity compensation - $130,000, using share price on the date of grant as the basis for awards


•	Presiding Director - annual retainer of $25,000


•	Chairs of Corporate Governance and Directors’ Nominating and Finance and Risk Committees - annual retainer of $15,000


•	Chairs of Audit and Human Resources Committees - annual retainer of $20,000


•	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 10.18

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 10.3.1

AMENDMENT NO. 1 TO

SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF

TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS

RESTATED EFFECTIVE JANUARY 5, 2005

WHEREAS, TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”), has heretofore adopted the SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE JANUARY 1, 2005 (“the Plan”) for the benefit of certain executive and managerial employees; and

WHEREAS, pursuant to those provisions of the Plan permitting the Company to amend the Plan from time to time, the Company desires to amend the Plan to remove a requirement related to participation in the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates, as hereinafter provided;

NOW THEREFORE, Section 4.01(a) of the Plan is hereby amended to be and read as follows, effective January 1, 2011;

(a)

Compensation Reduction Contributions. For each Year, each Employer shall credit the Compensation Reduction Contribution Account of each of its Employees participating in the Plan with an amount agreed to be credited by such Employer pursuant to a Compensation Reduction Agreement entered into between the Employer and the Participant for such Year, as provided in Section 4.02 hereof. The maximum amount that may be deferred each Plan Year shall be established by the Administrator from time to time. Such Compensation Reduction Agreement shall include a separate deferral election for each of the following types of Compensation:


(i)	Base Compensation;


(ii)	Annual Incentive Compensation;


(iii)	Performance-Based Compensation; and

Exhibit 10.3.1


(iv)	For Plan Years beginning prior to January 1, 2005, Award Compensation.

IN WITNESS WHEREOF, tie Company has caused this instrument to be executed in its name and on its behalf of this ay of _____________ 2011 effective as of January 1, 2011.

TRINITY INDUSTRIES, INC.

By: /s/ S. Theis Rice

Title: Sr. V.P. & CLO

ATTEST: /s/ William J. Goodwin

Exhibit 10.3.2

AMENDMENT NO. 2 TO THE

SUPPLEMENTAL PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC. AND CERTAIN AFFILIATES

AS RESTATED EFFECTIVE JANUARY 1, 2005

WHEREAS, Trinity Industries, Inc. (the “ Company ”) has previously adopted the Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates, as restated effective as of January 1, 2005 (the “ Plan ”) and the Plan has been amended on one prior occasion;

Whereas , the Company has determined it to be necessary and desirable to amend the Plan to make changes to reflect the spin-off of Arcosa, Inc., intending that the Plan continue to be interpreted and administered in accordance with Section 409A of the Code and any guidance issued thereunder; and

WHEREAS , the Company has the power to amend the Plan pursuant to Section 10.01 of the Plan.

NOW, THEREFORE , the Plan is hereby amended as follows, effective October 31, 2018:


1.	Immediately following Subsection 2.01(f), a new Subsection 2.01(g) is hereby added to the Plan to read as follows, with the remaining subsections of 2.01 renumbered accordingly:


“(g)	ARCOSA: Arcosa, Inc., a corporation organized and existing under the laws of the State of Delaware. Arcosa was divested from the Company (the “ Spin Transaction ”) on November 1, 2018 (the “ Date of the Divestiture ”) and as a result of the Spin Transaction each of Arcosa and the Company became members of an unrelated controlled group of corporations.”


2.	Existing Subsection 2.01(u) (as renumbered), is hereby amended to add the following new language to the end of existing text:

“In addition to the proceeding, if (A) an Employee transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates in connection with the Spin (i.e., on November 1, 2018), or, (B) if, following the Spin, the Employee is (a) providing services to Arcosa and its affiliates pursuant to the Transition Services Agreement by and between the Company and Arcosa and transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates within twenty-four (24) months of November 1, 2018; or (b) transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates within twelve (12) months of November 1, 2018 and has such transfer approved by both

Exhibit 10.3.2

the Company’s Vice President of Human Resources and Arcosa’s Chief Human Resources Officer, the Employee shall be credited with Service under this Plan (substituting service with Trinity and its affiliates for service with the Employer and its Affiliates) for his period of employment with Trinity and its affiliates on and after November 1, 2018.

Notwithstanding anything to the contrary herein and for clarification purposes only, Section 409A of the Code rules regarding “separation from service” shall control in all instances for purposes of determining if a Participant has had a Severance from Service under the terms of this Plan, regardless of inclusion of Trinity service for calculation purposes.”


3.	Existing Subsection 2.01(nn) (as renumbered), is hereby amended to add the following new language to the end of existing text:

“Service shall include service with Arcosa to the extent the requirements are under the “Elapsed Time of Employment” definition are met.”


4.	Immediately following amended Subsection 2.01(qq), a new Subsection 2.01(rr) is hereby added to the Plan to read as follows, with the remaining subsections of 2.01 renumbered accordingly:


“(rr)	Stock Unit: (Generally) A deemed share of either (i) Company common stock, or (ii) Arcosa common stock, each as more fully described in Section 5.04 hereof. Provided, however, that the following terms shall be used where appropriate:

(1) “ Trinity Stock Units ” shall mean solely Company common stock.

(2) “ Arcosa Stock Units ” shall mean solely Arcosa common stock.”


5.	Section 3.03 is amended to add the following new subsections to the end of existing text:

“(g)

Special Rule for Employees Transferring to or from Arcosa . If (A) an Employee transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates in connection with the Spin (i.e., on November 1, 2018), or, (B) if, following the Spin, the Employee is (a) providing services to Arcosa and its affiliates pursuant to the Transition Services Agreement by and between the Company and Arcosa and transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates within twenty-four (24) months of November 1, 2018; or (b) transfers employment directly from the Employer and its Affiliates to Arcosa and its affiliates within twelve (12) months of November 1, 2018

Exhibit 10.3.2

and has such transfer approved by both the Company’s Vice President of Human Resources and Arcosa’s Chief Human Resources Officer, the Employee shall be credited with Service under this Plan (substituting service with Arcosa and its affiliates for service with the Employer and its Affiliates) for his period of employment with Arcosa and its affiliates on and after November 1, 2018.”


6.	Section 4.01(c) is amended to add the following new paragraph to the end of existing text:

“In the event that any Employer Matching Contribution the Company elects to make under Section 4.01(b) is made only on behalf of Participants employed on the last day of the Plan Year as required under this subsection (c), each Participant described in Section 3.03(g) shall be deemed to be employed on the last day of the Plan Year during which he transfers from the Employer and its Affiliates to Trinity and its affiliates so long as such Participant remains employed by Arcosa and its affiliates through the last day of such Plan Year.”


7.	The second paragraph of Subsection 5.02(b) is hereby struck in its entirety and the following language is substituted in its place:

“On and after January 1, 2004, amounts contributed to a Participant’s Matching Contribution Account, Additional Matching Contribution Account, and Discretionary Contribution Account shall not be treated as invested in Stock Units. In addition, amounts credited to a Participant’s Matching Contribution Account, Additional Matching Contribution Account, or Discretionary Contribution Account and deemed invested in any other media may not, on or after such date, be treated as transferred into or out of deemed investments in Stock Units (except to the extent provided for in Section 5.04). Compensation Reduction Contributions may, at the Participant’s election, be treated as invested in Trinity Stock Units, either at the time such amounts are initially credited to the Participant’s Compensation Reduction Contribution Account or following deemed investment in other media. A Participant shall not be permitted to elect to invest any portion of his/her Account in Arcosa Stock Units after the Date of Divestiture and shall only hold Arcosa Stock Units as provided for under Section 5.04. Subject to the requirements of Section 5.04, following a deemed investment in Stock Units, such Contributions may not be treated as transferred out of deemed investments in Stock Units.”


8.	Subsection 5.04 is hereby struck in its entirety and the following language is substituted in its place:

“5.04 Stock Units .

Exhibit 10.3.2


(a)	General . Subject to the discretion of the Committee, one of the investment alternatives available under this Plan may be investment in Stock Units. For any Participant with an Account in this Plan on the Date of Divestiture, any Stock Unit in which such Participant’s prior Account balance was deemed invested shall continue to be invested as follows:


(1)	the number of Trinity Stock Units held in the Participant’s Account as of such date, and


(2)	a specified number of Arcosa Stock Units as determined under the appropriate formula relating to the Spin Transaction.


(b)	Investment in Stock Units .

(1)

For purposes of calculating the number of Trinity Stock Units credited or deemed credited to a Participant’s Compensation Reduction Contribution Account pursuant to Section 5.03(b) hereof, and, for Plan Years beginning prior to January 1, 2004, Section 5.03(d) hereof, the price of a Trinity Stock Unit shall be equal to one hundred percent (100%) of the closing price on the New York Stock Exchange of a share of the Company’s common stock on the date on which the Trinity Stock Units are credited or deemed credited to the Participant’s Accounts (or if no shares of the Company’s common stock are traded on such date, on the immediately preceding trading date). For Plan Years beginning prior to January 1, 2004, for purposes of calculating the number of Trinity Stock Units credited to a Participant’s Matching Contribution Account or Additional Matching Contribution Account, the price of a Trinity Stock Unit shall be equal to one hundred percent (100%) of the average daily closing price on the New York Stock Exchange of a Share of the Company’s common stock for the Year with respect to which the Trinity Stock Units are credited to the Participant’s Accounts, provided that for Stock Units credited with respect to the Year ending March 31, 2000, such average daily closing price shall be calculated for the period beginning on January 1, 2000 and ending on such March 31, 2000.

(2)

For purposes of calculating the number of Arcosa Stock Units credited or deemed credited to a Participant’s Account pursuant to Section 5.04(a)(2) hereof on the Date of Divestiture, the Participant shall receive a number of Arcosa Stock Units based on the number of Trinity Stock Units held by such Participant on the Date of Divestiture and will be determined using such distribution ratio that is consistent with how all Trinity

Exhibit 10.3.2

shareholders will be treated in the Spin Transaction with such ratio being declared by the Board of Directors prior to the date of Divestiture.

To the extent a Participant, has any investment of his Account in Arcosa Stock Units, he may, after the Date of Divestiture, elect, at any time and from time to time, to change such investment election and make alternative investments in substitution therefore. The following limitations apply to a Participant’s right to direct that his Account be invested in Arcosa Stock Units:


(i)	A Participant may not make an election to allocate any future contributions to investment in Arcosa Stock Units;


(ii)	A Participant may not take any action with respect to the investment of the Account that would result in an increase in the portion of the Account so invested in Arcosa Stock Units (provided, however, that the Participant may continue to direct investment in Trinity Stock Units as provided for in 5.02(b)); and


(iii)	In the event of any dilution or other adjustment, any Arcosa Stock Units allocated to the Account of such Participant (or Former Participant or Beneficiary) shall continue to be adjusted as provided under paragraph (e) of this Section 5.04 below.

(3)

Participants will have 18 months from the Date of Divestiture to evaluate the Plan’s fund line up and select where assets currently invested in Arcosa Stock Units should be deemed to be invested. If after 18 months, any Arcosa Stock Units remain as a deemed investment in a Participant’s Account, such Arcosa Stock Units will be liquidated and the proceeds deemed to be invested in an appropriate investment alternative as selected by the Committee.


(c)	Voting Rights . A Participant shall not be entitled to any voting rights with respect to the Stock Units credited or deemed credited to his Accounts.


(d)	Dividends . To the extent that a dividend is paid on the Company’s common stock, the Committee shall credit to the Accounts of each Participant whose Accounts are invested or deemed invested in Stock Units an amount in cash equal to the value of such dividends.

Exhibit 10.3.2

(e)

(1)


(2)	In the event of a change in the shares of the Company’s common stock as presently constituted, which is limited to a change of par value into the same number of shares with a different par value or without par value, the shares of the Company’s common stock resulting from any such change shall be deemed to be the shares of common stock within the meaning of this Plan.

Any adjustments made by the Committee pursuant to this Section 5.04 shall be final, binding, and conclusive.

Except as hereinbefore provided in this Section 5.04, a Participant to whose Account Stock Units are allocated shall have no rights by reason of (i) any subdivision or consolidation of the Company’s stock or securities, (ii) the payment of any stock dividend or (iii) any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, reorganization, merger, or consolidation or spinoff of assets or stock of another corporation, and any issuance by the Company of additional shares of stock (of any class), or securities convertible into shares of stock (of any class), shall not affect the number of Stock Units allocated to such Participant’s Accounts under this Plan.”


9.	The second paragraph of Subsection 6.02(c)(3) is hereby struck in its entirety and the following language in its place:

“This Plan shall be deemed to authorize the payment of all or any portion of a Participant’s benefits from the Trust Fund to the extent such payment is required by the provisions of the Trust; provided, however, that the time and form of distribution shall, in all events, be made as otherwise determined under the terms

Exhibit 10.3.2

of the Plan. Payments shall be made in cash or, to the extent that any amount to be distributed has been invested or deemed invested in Stock Units, in common stock of the Company or in common stock of Arcosa (to the extent (and only to the extent) the Participant is invested in Arcosa Stock Units at the time of the distribution); provided that any amount invested or deemed invested in fractional shares shall, in all events, be paid in cash.”


10.	Section 9.09 is deleted in its entirety and replaced as follows:

“ Claims Procedure/Arbitration

Claims under this Plan shall be settled as provided under Exhibit A hereto.”


11.	New Exhibit A is attached to the Plan.

Exhibit A

Claims Review and Procedures under the Plan

(a) Claim Review Procedure (General) . If a Participant, Beneficiary or alternate payee or his authorized representative asserts a right to a benefit under the Plan which has not been received or submits a request to enforce or clarify rights, including rights to future Plan benefits, or any request that relates to the Plan, such claimant must file a written claim with the Administrator in accordance with such procedures or on such forms as the Administrator may establish.

The Administrator shall render its decision on the claim within 90 days (45 days for a disability claim) after its receipt of the claim. If the Administrator determines that special circumstances require an extension of time for processing the claim, the initial 90-day period (45-day period for a disability claim) may be extended for up to 90 additional days (30 additional days for a disability claim). The Administrator shall give the claimant written notice of the extension prior to the expiration of the initial 90-day period (45-day period for a disability claim), and such notice shall set forth the circumstances requiring the extension of time and the date by which the Administrator expects to render a decision. In the case of a disability claim, if a decision still cannot be made within the initial 30-day extension period due to circumstances outside the Administrator’s control, the Administrator may extend the time period for responding to the claim by an additional 30 days, provided that the Administrator notifies the claimant in writing of such additional extension prior to the expiration of the original 30-day extension period.

If the Administrator extends the deadline for responding to a disability claim, the notice of such extension must also specifically explain the standards that determine whether a claimant is entitled to a benefit, the unresolved issues that prevent a decision on the disability claim, and the additional information needed to resolve those issues. If the deadline is extended because the claimant did not provide all of the necessary information to make a decision on the claim, the claimant will be given at least 45 days to provide the information and the deadline for making the benefit decision on the claim will be extended by the length of time that passes between the

Exhibit 10.3.2

date the claimant is notified that more information is needed and the date that the claimant responds to the request for more information.

If the Administrator wholly or partially denies the claim, the Administrator shall provide written notice to the claimant within the time limitations of the immediately preceding paragraph. Such notice shall set forth, in a manner calculated to be understood by the claimant:

(1) the specific reason or reasons for the denial;

(2) the specific provisions of the Plan upon which the denial is based;

(3) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary;

(4) a description of the Plan’s claims review procedures, and the time limitations applicable to such procedures; and

(5) a statement of the claimant’s right to bring suit under Section 502(a) of ERISA following an adverse benefit determination on appeal.

(b) Appeal Review Procedure . If a claim is denied in whole or in part, to request review of the denial, the claimant must file a written appeal of the denial, in accordance with such procedures as the Administrator may establish, which sets forth the claimant’s position and any documents, records or other information relating to the claim for benefits. Any such appeal must be filed within 60 days (180 days for a disability claim) of the claimant’s receipt of written notification of the denial of the claim. In connection with such an appeal, upon request and free of charge, the claimant shall be provided reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits. If the claimant fails to file an appeal within such 60-day period (180-day period for a disability claim), then the claimant shall have no further right to appeal.

The Administrator’s review of an appeal shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial claim determination. The Administrator shall render its decision on the appeal not later than 60 days (45 days for a disability claim) after the receipt by the Administrator of the appeal. If special circumstances apply, the 60-day period (45-day period for a disability claim) may be extended by an additional 60 days (45 days for a disability claim), provided that written notice of the extension is provided to the claimant during the initial 60-day period (45-day period for a disability claim) and such notice indicates the special circumstances requiring an extension of time and the date by which the Administrator expects to render its decision on the claim on appeal.

Exhibit 10.3.2

If the Administrator wholly or partially denies the claim on appeal, the Administrator shall provide written notice to the claimant within the time limitations of the immediately preceding paragraph. Such notice shall set forth, in a manner calculated to be understood by the claimant:

(1) the specific reason or reasons for denial;

(2) the specific references to the Plan provisions on which the decision was based;

(3) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; and

(4) a statement of the claimant’s right to bring suit under Section 502(a) of ERISA.

(1) Disability Claim Review Procedure . When the Administrator reviews a disability claim, the Administrator must meet the requirements set forth under Exhibit A(a) above. In addition, the requirements described in this Exhibit A(c)(1) shall also apply. If the Administrator wholly or partially denies a disability claim, the written notice of such denial must be provided in a culturally and linguistically appropriate manner, and shall set forth:

(A) the information described in Exhibit A(a)(1) through Exhibit A(a)(5);

(B) a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (1) the views presented to the Administrator by health care professionals treating the claimant and vocational professionals who evaluated the claimant, (2) the views of medical or vocational experts obtained by the Administrator, without regard to whether the advice was relied upon in making the benefit determination, and (3) a disability determination made by the Social Security Administration;

(C) if the adverse benefit determination was based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the denial, applying the terms of the Plan to the claimant’s circumstances, or a statement that such an explanation will be provided free of charge upon request;

Exhibit 10.3.2

(D) the internal rules, guidelines, protocols, standards or other similar criteria relied upon in denying the claim, or a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist; and

(E) a statement of the claimant’s right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

(2) Disability Appeal Review Procedure . When the Administrator reviews a disability claim appeal, the Administrator must meet the requirements set forth under Exhibit A(b) above. In addition, the requirements described in this Exhibit A(c)(2) shall also apply.

For purposes of the Administrator’s review of a disability claim appeal, the review will not give deference to the claim denial and will not be made by the person who made the original claim denial, or a subordinate of that person. In deciding an appeal of any disability claim denial that is based in any way on a medical judgment, the Administrator must get advice from a health care professional who has training and experience in the area of medicine. Upon request, the claimant will be provided the names of any medical or vocational experts who were consulted in connection with the disability claim denial, even if the advice was not relied upon in making the denial. The health care professional consulted by the Administrator cannot be a person who was consulted by the Administrator in connection with the claim denial (or a subordinate of the person who was consulted in the original claim).

Before the Administrator issues an adverse benefit determination on review on a disability claim appeal, the Administrator must disclose to the claimant, free of charge, any new or additional evidence considered, relied upon, or generated by, or at the direction of, the Administrator in connection with the disability claim, and any new or additional rationale upon which such adverse benefit determination may be based. This information must be provided as soon as possible and sufficiently in advance of the date on which written notice of the Administrator’s determination on review is required to be provided under Exhibit A(b) so as to give the claimant a reasonable opportunity to respond prior to that date.

If the Administrator wholly or partially denies a disability claim on appeal, the written notice of such denial must be provided in a culturally and linguistically appropriate manner, and shall set forth:

(A) the information described in Exhibit A(b)(1) through Exhibit A(b)(4);

Exhibit 10.3.2

(B) the information described in Exhibit A(c)(1)(B) through (c)(1)(E); and

(C) any applicable contractual limitations period that applies to the claimant’s right to bring suit under Section 502(a) of ERISA, including the calendar date on which the contractual limitations period expires.

(d) Arbitration Requirements . Any dispute or controversy arising out of, or relating to, the payment of benefits pursuant to this Plan shall be settled by arbitration in Dallas, Texas (or, if applicable law requires some other forum, then such other forum) in accordance with the rules then obtaining of the American Arbitration Association. The District Court of Dallas County, Texas or, as the case may be, the United States District Court for the Northern District of Texas shall have jurisdiction for all purposes in connection with any such arbitration. Any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed. Arbitration proceedings must be instituted within one (1) year after the claimed breach occurred, and the failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings, and a waiver of all claims, with respect to such breach.

(e) Exhaustion of Claims Procedures . A claim or action (i) to recover benefits allegedly due under the Plan or by reason of any law; (ii) to enforce rights under the Plan; (iii) to clarify rights to future benefits under the Plan; or (iv) that relates to the Plan and seeks a remedy, ruling or judgment of any kind against the Plan or a Plan fiduciary or party in interest (collectively, a “Judicial Claim”), may not be commenced in any court or forum until after the claimant has exhausted the Plan’s claims and appeals process (an “ Administrative Claim ”). A claimant must raise all arguments and produce all evidence that the claimant believes supports the claim or action in the Administrative Claim and shall be deemed to have waived every argument and the right to produce any evidence not submitted as part of the Administrative Claim.

Any Judicial Claim must be commenced in the appropriate court or forum no later than 24 months from the earliest of (i) the date the first benefit payment was made or allegedly due; (ii) the date the Administrator or its delegate first denied the claimant’s request; or (iii) the first date the claimant knew or should have known the principal facts on which such claim or action is based; provided, however, that, if the claimant commences an Administrative Claim before the expiration of such 24-month period, the period for commencing a Judicial Claim shall expire on the later of the end of the 24-month period and the date that is 3 months after the final denial of the claimant’s Administrative Claim, such that the claimant has exhausted the Plan’s claims and appeals procedures. Any claim or action that is commenced, filed or raised, whether a Judicial Claim or an Administrative Claim, after expiration of such 24-month limitations period (or, if applicable, expiration of the 3-month limitations period following exhaustion of the Plan’s claims and appeals procedures) shall be time-barred.

Exhibit 10.3.2

Filing or commencing a Judicial Claim before the claimant exhausts the Administrative Claim requirements shall not toll the 24-month limitations period (or, if applicable, the 3-month limitations period). If a claimant fails to file a claim or request for review in the manner specified herein, such claim or request shall be a waiver, and the claimant will be barred from reasserting the claim. Similarly, failure to follow the Plan’s prescribed claims and appeals process in a timely manner shall also cause the claimant to lose the right to bring legal action against the Plan regarding an adverse benefit determination.

(f) Satisfaction of Claims . Any payment to a Participant or Beneficiary, or to his legal representative or heirs at law, all in accordance with the provisions of the Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against the Trustee, the Administrator, and the Participating Companies, any of whom may require such Participant, Beneficiary, legal representative or heirs at law, as a condition to such payment, to execute a receipt and release therefor in such form as shall be determined by the Trustee, the Administrator or the Participating Companies, as the case may be. If receipt and release shall be required but execution by such Participant, Beneficiary, legal representative or heirs at law shall not be accomplished so that the terms of Section 6.02 (dealing with the timing of distributions) may be fulfilled, such benefits may be distributed or paid into any appropriate court or to such other place as such court shall direct, for disposition in accordance with the order of such court, and such distribution shall be deemed to comply with the requirements of Section 6.02.

* * * * *

IN WITNESS WHEREOF , the Company has caused this instrument to be executed in its name and on its behalf as of this 26 day of October, 2018, effective as stated herein.



			TRINITY INDUSTRIES, INC.


			By:	/s/ Melendy Lovett
			Name:	Melendy E. Lovett
			Title:	Senior Vice President and
				Chief Administrative Officer

EXHIBIT 10.4.1

AMENDMENT NO. 1 TO

TRINITY INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009

WHEREAS, TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”), has heretofore adopted the TRINITY

INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009 (the “Plan”); and

WHEREAS, pursuant to those provisions of the Plan permitting the Company to amend the Plan, the Company has determined to

cease all benefit accruals under the Plan, effective as of the close of business March 31, 2009;

NOW THEREFORE, the Plan is hereby amended as follows, effective as of the close of business March 31, 2009:


1.	Section 3.01 of the Plan is hereby amended by adding the following sentence at the end thereof to be and read as follows:

Notwithstanding the foregoing, the Committee shall not designate any Employee who does not participate in the Plan on March 31, 2009

as eligible to participate on or after such date.


2.	Section 4.01 of the Plan is hereby amended by adding the following new subparagraph (d) at the end thereof to be and

read as follows:

(d) Cessation of Benefit Accrual . Notwithstanding the foregoing, there shall be no further accrual of benefits under the Plan as of the close of business March 31, 2009.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on behalf of this __day of , 2009, effective as stated herein.

TRINITY INDUSTRIES, INC.

By:

Title:

ATTEST:

STATE OF §

COUNTY OF §

This instrument was acknowledged before me on the ____ day of , 2009, by of Trinity Industries, Inc., a Delaware corporation, on

behalf of said corporation.

Notary Public in and for the

State of

My Commission Expires:

EXHIBIT 10.7.1

TRINITY INDUSTRIES, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between TRINITY INDUSTRIES, INC. (hereinafter called the “Company”) and (hereinafter called the “Grantee”);

WITNESSETH:

WHEREAS, the Grantee complies with the requirements of eligibility for the award of Restricted stock under the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “Plan”); and

WHEREAS, the Company has determined to award to the Grantee ( ) shares of Common Stock of the Company, subject to the terms and conditions hereinafter set forth, as a retention incentive, to encourage a sense of proprietorship by the Grantee and to stimulate the active interest of the Grantee in promoting the development, growth, performance and financial success of the Company by affording the Grantee an opportunity to obtain an increased proprietary interest in the Company so as to assure a closer identification between the Grantee’s interest and the interest of the Company;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

1. Grant of Restricted Shares.

Subject to the terms and conditions of the Plan, this Agreement and the restrictions set forth below, the Company hereby grants to the Grantee the total number of shares of common stock of the Company set forth above (the “Restricted Shares”). The Restricted Shares may be issued in certificated or book-entry form as the Company may determine.

2. Shareholder Status.

Effective upon the date of grant, Grantee has become the holder of record of the Restricted Shares and has all rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and the right to receive all dividends paid with respect to the Restricted Shares, subject to the terms and conditions set forth in this Agreement.

3. Restrictions.

The Restricted Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (the “Restrictions on Transferability”) until the Restrictions on Transferability shall lapse. The Restrictions on Transferability shall lapse upon the first to occur of the following:




		(i)		_____ for ___% of the Restricted Shares;
		(ii)		_____ for ___% of the Restricted Shares;
		(iii)		_____ for ___% of the Restricted Shares;
		(iv)		death;
		(v)		Disability as defined in the Plan;
		(vi)		a Change in Control as defined in the Plan; or
		(vii)		the consent, at any time after three years from the date of this grant, to the removal of the restrictions by the Human Resources Committee (the “Committee”) in its sole discretion.

All of the Restricted Shares shall be forfeited by the Grantee to the Company if prior to the lapse of the Restrictions on Transferability the Grantee’s employment with the Company terminates for any reason other than death or disability or as provided by paragraph 7 hereof. The Restricted Shares may also be forfeited in order to satisfy amounts recoverable by the Company that the Committee determines pursuant to the Policy for Repayment on Restatement of Financial Statements as may be in effect at the time of the determination, which Policy is incorporated herein by reference. Upon forfeiture, the Company shall have all right, title and interest in the Restricted Shares and the Grantee shall have no further right, title or interest therein. Until the Restrictions on Transferability shall lapse, any certificates representing the Restricted Shares shall bear a legend giving notice of such restrictions as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT TO A RESTRICTED STOCK GRANT AGREEMENT DATED AS OF __________, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF OR ENCUMBERED AT ANYTIME WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY.

Upon the lapse of the Restrictions on Transferability with respect to any of the Restricted Shares, such shares without the restrictive legend noted above shall be delivered to Grantee or Grantee’s personal representative, provided that the Grantee or Grantee’s personal representative has made appropriate arrangements with the Company for applicable taxes which are required to be withheld under federal, state or local law or the tax withholding requirement has otherwise been satisfied. The Grantee may elect, in accordance with Company policy in effect at the time, to pay in shares of Common Stock of the Company a portion or all of the amount of the federal, state or

local, income or other taxes up to the maximum marginal tax rate for such taxes in connection with the lapse of Restrictions on Transferability. To make such election the Grantee shall authorize the Company to withhold, on or about the date such tax liability is determinable, a portion of the shares that were or otherwise would be distributed to the Grantee upon the lapse of Restrictions on Transferability having a fair market value equal to the amount of such taxes that the Grantee elects to pay in shares. The amount equal to the fair market value of the shares withheld shall be remitted by the Company to the appropriate taxing authorities.

4. No Rights of Continued Service.

Nothing herein shall confer upon Grantee any right to remain an officer or employee of the Company or one of its Subsidiaries, and nothing herein shall be construed in any manner to interfere in any way with the right of the Company or its Subsidiaries to terminate the Grantee’s service at any time.

5. Interpretation of this Agreement.

The administration of the Company’s Plan has been vested in the Committee, and all questions of interpretation and application of this grant shall be subject to determination by a majority of the members of the Committee, which determination shall be final and binding on Grantee.

6. Subject to Plan.

The Restricted Shares are granted subject to the terms and provisions of the Plan of the Company, which plan is incorporated herein by reference. In case of any conflict between this Agreement and the Plan, the terms and provisions of the Plan shall be controlling.

7. Confidentiality

This Restricted Stock Grant is to be treated as STRICTLY CONFIDENTIAL . A Grantee who shares information regarding this Restricted Stock Grant with other employees or outside persons, other than as required to comply with applicable laws or as necessary to manage his or her personal finances, is subject to his or her rights hereunder being forfeited upon a determination by the Committee that the Grantee has violated this paragraph.

8. Acceptance and Stock Power.

The grant of the Restricted Shares under this Agreement is subject to and conditioned upon: (i) Grantee’s acceptance of the terms hereof by the return of an executed copy of this Agreement to the Company and (ii) delivery of an executed stock power in the attached form.

DATED as of the ^th day of , 200 .




		TRINITY INDUSTRIES, INC.

		NAME: WILLIAM A. MCWHIRTER
		TITLE: SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER

		GRANTEE

		NAME:

IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED , the undersigned does hereby sell, assign and transfer, to Trinity Industries, Inc., ( ) shares of the common stock of Trinity Industries, Inc. awarded to the undersigned and for which restrictions have not lapsed pursuant to a Restricted Stock Grant Agreement dated as of , 200 for shares standing in the name of the undersigned on the books of said Company.






DATE		NAME

EXHIBIT 10.7.2

TRINITY INDUSTRIES, INC.

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of , (“Grant Date”) by and between Trinity Industries, Inc., a Delaware Corporation (“Company”),

and name (“Director”), is entered into as follows:

WHEREAS, the Company has established the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (“Plan”), and which Plan is made a part

hereof;

WHEREAS, terms defined in the Plan shall have the same meaning in this Agreement unless otherwise specifically stated; and

WHEREAS, the Board of Directors of the Company has determined that the Director be granted Restricted Stock Units subject to the terms of the Plan and

the terms stated below, as hereinafter set forth;

NOW, THEREFORE, the parties hereby agree as follows:


1.	Grant of Units

Subject to the terms and conditions of this Agreement and of the Plan, the Company hereby credits to a separate account maintained on the books of the Company (“Account”) Restricted Stock Units (“Units”). Each Unit shall be subject to conversion into a share of the Company’s $1.00 par value Common Stock (“Stock”) as herein provided.


2.	Vesting Schedule

The interest of the Director in the Units shall vest as to 100% of such Units on the first business day immediately preceding the next Annual Meeting of Stockholders of the Company, or earlier upon death, a “Change of Control” as defined by Section 409A of the Internal Revenue Code, or with the consent of the Board of Directors of the Company.


3.	Restrictions

The Units granted hereunder may not be sold, pledged or otherwise transferred and may not be subject to lien, garnishment, attachment or other legal

process.


4.	Dividend Equivalents

If on any date the Company shall pay any dividend or other distribution on the Stock (other than a dividend in Stock), the Director shall be paid an amount in cash for each

Unit equal to the amount of dividend or distribution paid on the Stock, less any amounts required to be held for federal, state or local withholding taxes.


5.	Changes in Stock

In the event of any change in the number and kind of outstanding shares of Stock by reason of a subdivision or consolidation of the Stock or the payment of a stock dividend (but only in Stock) or any other increase or decrease in the number of shares of Stock effected without receipt of consideration, the Company shall make an appropriate adjustment in the number and terms of the Units credited to the Director’s Account so that, after such adjustment, the Units shall represent a right to receive the same number of shares of Stock that the Director would have received in connection with such increase or decrease in shares of Stock as if Director had owned on the applicable record date a number of shares of Stock equal to the number of Units credited to the Director’s Account prior to such adjustment.


6.	Form and Timing of Payment

The Company shall distribute to the Director a number of shares of Stock equal to the aggregate number of vested Units credited to the Director within

60 days from the date the Director’s service as a member of the Board of Directors of the Company terminates for any reason or earlier upon a “Change of

Control” as defined by Section 409A of the Internal Revenue Code.


7.	Taxes

The Director shall be liable for any and all taxes, including required withholding taxes, arising out of this grant or the vesting of Units hereunder. The Director may elect to satisfy any minimum withholding tax obligation that the Company is required to make by making an election for the Company to retain Stock having a Fair Market Value equal to the Company’s withholding obligation.


8.	Miscellaneous


•	All amounts credited to the Director’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company.

The Director’s interest in the Account shall make Director only a general, unsecured creditor of the Company.


•	The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this

Agreement.


•	Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Director at Director’s

address then on file with the Company.


•	Neither the Plan nor this Agreement nor any provisions under either shall be construed so as to grant the Director any right to remain as a Director of

the Company.

(e) Except as provided in paragraph 4 hereof, nothing herein shall be construed as to grant Director any stock ownership rights commonly associated

with stock

ownership including voting rights until such time as shares of Stock are issued to the Director in accordance with paragraph 6 hereof.

(f) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.


(g)	This Agreement may be changed or modified by written amendment, without Director’s consent or signature, if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Internal Revenue Code and any regulations or other guidance issued thereunder.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the day and year first hereinabove written.

TRINITY INDUSTRIES, INC.

Name: William A. McWhirter

Title: Senior Vice President and Chief Financial Officer

Director

Exhibit 10.8.1

TRANSITION COMPENSATION PLAN AND AGREEMENT

THIS TRANSITION COMPENSATION PLAN AND AGREEMENT, effective as of March 1, 2019 (the “ Effective Date” ), is made and entered into between TRINITY INDUSTRIES, INC., a Delaware Corporation with its principal office at 2525 Stemmons Freeway, Dallas, Texas 75207 and _______________, an individual (hereinafter called “ Officer ”);

WITNESSETH:

WHEREAS, in recognition of Officer’s continued, valued service to the Company as an employee and officer, and as a further inducement to Officer to remain in the employ of and serve the Company in the future, and to facilitate a smooth transition of Officer upon separation from service, the Company desires to continue to provide certain benefits for Officer and his/her designated beneficiary through this Transition Compensation Plan and Agreement (the “ Plan ”), as hereinafter set forth; and

WHEREAS, Officer has agreed to participate in this Plan as evidenced by his/her execution of this document.

NOW, THEREFORE, in consideration of the premises and the terms, conditions and covenants hereinafter set forth, the Company and Officer hereby agree as follows:

1. Deferred Compensation Account. As of the Effective Date, the Company shall establish on the books of the Company in the name of Officer an account to which shall be credited an amount equal to a percentage (as described below) of Officer’s combined annual base salary and annual incentive compensation (“ Eligible Compensation” ) relating to the period commencing on January 1 and ending on December 31 of each calendar year (each, a “ Plan Year ”), with the first Plan Year commencing on January 1, 2019 and ending on December 31, 2019 (the “ First Plan Year” ), and each Plan Year thereafter (subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the end of each Plan Year, Officer’s bookkeeping account will be credited with an amount equal to ten percent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten percent (10%) of (a) Officer’s Eligible Compensation related to base salary

payable for the portion of such Plan Year during which Officer was a participant in the Plan, and (b) that amount of Officer’s Eligible Compensation related to the Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee; provided that, if Officer’s eligibility to participate in the Plan ceases during the First Plan Year, the months of January and February of 2019 shall be included for purposes of calculated the pro-rated amount that is credited to Officer’s account under clause (a) above.

Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall be credited on a monthly basis with interest (“ Interest Equivalent Rate ”). The Interest Equivalent Rate shall be established by the Committee, or its designee, in the Committee’s or its designee’s sole discretion, prior to the beginning of each Plan Year. Once established, the Interest Equivalent Rate shall remain the same for the entire Plan Year. At the end of each calendar month, the balance in Officer’s bookkeeping account as of the immediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The resulting interest amount shall then be credited to Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth.

If, during a Plan Year, Officer’s bookkeeping account balance reaches two times Officer’s annual base salary plus target annual incentive compensation amount as of the Effective Date, crediting of amounts other than interest will be discontinued.

3. Payment of Deferred Compensation . Subject to the conditions hereinafter set forth, the deferred compensation accrued hereunder and shown to Officer’s credit on the books of the Company shall be payable after Officer’s separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (hereinafter “ Section 409A ”)) (a “ Separation from Service ”). Officer shall generally be deemed to have experienced a Separation from Service on the date Officer dies, retires, or otherwise has a termination of employment with the Company. To clarify, as set forth herein, benefits under this Plan shall be payable only if: (i) Officer has incurred a Separation from Service, (ii) Officer has complied with and continues to comply with the conditions set forth in Section 4 (to the extent applicable), and (iii) the Company has not terminated Officer’s service for “ Cause ” (as such term is defined in the [Amended and Restated] Change in Control Agreement by and between the Company and Officer, as it may be amended from time to time).

Officer may elect the form of payment of his/her account, in one of the following two alternatives:

a. Payment may be made in annual periodic payments for specified number of years, not fewer than one (1) nor in excess of twenty (20), with the first payment to be made one (1) year from the date of Officer’s Separation from Service and subsequent payments to be made on the same date of each succeeding year. During such period, Officer’s bookkeeping account shall continue to be credited with interest at the Interest Equivalent Rate on a monthly basis pursuant to the procedures described in Section 1

above. Each installment payment shall be in an amount equal to the amount shown to Officer’s credit on the books of the Company as of the last day of the month preceding the month in which the payment is made, multiplied by a fraction the numerator of which is one (1) and the denominator of which is the number of payments remaining (including the current payment).

b. Complete payment may be made in a lump sum paid one (1) year from the date of Officer’s Separation from Service.

Officer’s election pursuant to this paragraph must be made as of the Effective Date pursuant to a Distribution Election form provided by the Company and, except as provided below, shall be irrevocable. In the absence of an election, payment shall be made in the form of a lump sum. Officer may change his/her distribution election regarding the timing or form of payment only if any such change is (a) made at least twelve (12) months before the first payment is scheduled to commence, and (b) such change results in each payment being made no earlier than five (5) years after such payment was scheduled to begin under the prior election. For purposes of applying the requirements above, the right of Officer to receive his/her account in installment payments shall, as provided in Section 409A, be treated as the entitlement to a single payment. All payments shall be paid to Officer if living, or if not living, to his/her designated beneficiary (on a form provided by the Company) or, upon failure to make such designation or if the designated beneficiary shall predecease Officer, to Officer’s estate. If at the time of Officer’s death Officer is divorced and the last beneficiary designation on file with the Committee, or its designee, is Officer’s former spouse, the former spouse shall be deemed to have predeceased Officer and Officer’s remaining benefits shall be paid to Officer’s estate.

Notwithstanding the foregoing, Officer may make a separate election regarding distribution of his/her account in the event that Officer’s Separation from Service with the Company occurs on or within two years after a “Change in Control” (as defined by Section 409A); in such event, the amount to the credit of Officer will be distributed to Officer either in a lump sum or in annual installments not exceeding twenty (20) years, whichever is so elected by Officer as of the Effective Date. Officer may change this election only as provided in the preceding paragraph and in a manner as permitted in compliance with Section 409A. If installment payments are elected, the method of distribution shall be similar to the method described for installment payments under the preceding paragraph. In the absence of a separate election, payment shall be made in a lump sum five (5) days following Officer’s Separation from Service following a Change in Control; provided, however, that if Officer is a “specified employee” (as defined by Section 409A) on the date of Officer’s Separation from Service, payment will be delayed until the first day of the seventh month following Officer’s Separation from Service or Officer’s death, whichever is first.

For purposes hereof, a “Change in Control” shall have the same meaning as defined by Section 409A.

unpaid upon the date of any such breach:

a. Compliance with the Restrictive Covenants in Section 5.

b. Commencing with the date of Officer’s Separation from Service and continuing for one (1) year, Officer shall be available for consultation in respect of matters pertaining to the business and financial affairs of the Company, upon the request of the Company and at such reasonable and convenient times and places and for such compensation as may be mutually agreed upon.

c. In connection with Officer’s Separation from Service, Officer must give at least six (6) months advance written notice to the Chief Executive Officer of Trinity Industries, Inc. (“ Chief Executive Officer ”) of Officer’s intent to transition out of Officer’s position and separate from service with the Company. Officer must work with the Chief Executive Officer to develop a process for a smooth transition of Officer’s duties and responsibilities to Officer’s successor, which process is acceptable to the Chief Executive Officer and/or the Board of Directors of Trinity Industries, Inc. (the “ Board of Directors ”), in the Chief Executive Officer’s and/or the Board of Director’s discretion. In addition, through Officer’s actions prior to such Separation from Service, Officer must work with the Chief Executive Officer and exhibit to the satisfaction of the Chief Executive Officer and/or the Board of Directors, in the Chief Executive Officer’s and/or the Board of Director’s discretion, that Officer has effectively implemented the agreed on process for succession so as to allow for and facilitate the smooth transition of Officer’s duties and responsibilities to the duly selected and approved successor of Officer. For the avoidance of doubt, this condition shall be deemed not satisfied if Officer’s service is terminated by the Company for Cause.

Notwithstanding the foregoing:

d. The conditions set forth in a., b., and c. above shall be of no force and effect from and after the occurrence of a Change in Control.

e. The conditions set forth in a., b., and c. above shall be of no force and effect from and after the occurrence of Officer’s Separation from Service as a result of Officer’s death.

f. The conditions set forth in a., b., and c. above shall be of no force and effect from and after the occurrence of Officer’s Separation from Service as a result of Officer’s having been determined to be disabled under (i) any then effective long-term disability insurance policy or program sponsored by the Company which covers Officer, or (ii) if no such policy or program covers Officer, the terms of the Supplemental Profit Sharing Plan sponsored by the Company, or (iii) as determined by the Board of Directors.

g. The Chief Executive Officer and/or the Board of Directors, in the Chief Executive Officer’s and/or the Board of Director’s discretion, may waive the conditions set forth in a., b. and c. above from and after the occurrence of Officer’s Separation from Service as a result of Officer’s retirement.

5. Restrictive Covenants .

a. Non-Disclosure .

(i) During Officer’s employment with the Company, the Company shall grant Officer otherwise prohibited access to the Company’s trade secrets and confidential information which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or at the Company’s substantial expense, and which is of great competitive value to the Company. “ Confidential Information ” includes all trade secrets, inventions and confidential and proprietary information of the Company including, but not limited to, the following: all documents or information, in whatever form or medium, concerning or relating to any of the Company’s discoveries; designs; plans; strategies; models; processes; techniques; technical improvements; development tools or techniques; modifications; formulas; patterns; devices; data; product information; manufacturing and engineering processes, data and strategies; operations; products; services; business practices; policies; training manuals; principals; vendors and vendor lists; suppliers and supplier lists; customers and potential customers; contractual relationships; research; development; know-how; technical data; software; product construction and product specifications; project information and data; developmental or experimental work; plans for research or future products; improvements; interpretations, and analyses; database schemas or tables; infrastructure; marketing methods; finances and financial information and data; business plans; marketing and sales plans and strategies; budgets; pricing and pricing strategies; costs; customer and client lists and profiles; customer and client nonpublic personal information; business records; audits; management methods and information; reports, recommendations and conclusions; and other business information disclosed or made available to Officer by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. “ Confidential Information ” does not include, and there shall be no obligation hereunder with respect to, information that (A) is generally available to the public on the Effective Date or (B) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder. Throughout Officer’s employment with the Company and thereafter: (x) Officer shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; and (y) Officer shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of Officer’s duties.

(ii) If Officer shares Confidential Information with outside persons, other than as required to comply with applicable laws and as necessary to manage Officer’s personal finances or in accordance with the exceptions contained in this Section 5(a), Officer may be subject to Officer’s rights hereunder being forfeited upon a determination by the Company’s Human Resources Committee that Officer has violated this Section 5. Nothing in this Agreement prohibits Officer from reporting possible violations of U.S. federal or state law or regulations to any governmental agency or

entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, making other disclosures that are protected under the whistleblower provisions of U.S. federal or state law or regulation, or participating in an investigation or proceeding conducted by any governmental or law enforcement agency or entity. Officer does not need the prior authorization of the Company to make any such reports or disclosures, and Officer is not required to notify the Company that Officer has made such reports or disclosures.

(iii) This Plan also does not prohibit the disclosure of a trade secret (as that term is defined under applicable law) that: (A) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, where such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Officer files a lawsuit for reporting a suspected violation of the law, Officer may disclose the trade secret to Officer’s attorney and use the trade secret in the court proceeding if Officer files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

b. Non-Competition . In consideration for (i) this Plan and the payments and benefits provided herein; (ii) the Company’s promise to provide Confidential Information to Officer, (iii) the substantial economic investment made by the Company in the Confidential Information and the goodwill of the Company, (iv) the Company’s employment of Officer, and (v) the compensation and other benefits provided by the Company to Officer, to protect the Company’s Confidential Information and the business goodwill of the Company, Officer agrees to the following restrictive covenants and the covenants set forth in Sections 5(c), (d), (e), and (f). During Officer’s employment and for a twelve (12) month period subsequent to Officer’s Separation from Service (the “ Restricted Period ”), Officer agrees he or she will not, directly or indirectly, absent the express, written consent of the Chief Executive Officer or the Chairman of the Committee, or either of their respective designees, become or serve as, directly or indirectly, a director, officer, employee, owner, partner, advisor, agent, or consultant with, or engage in, any business that manufactures, provides or sells rail manufacturing, rail maintenance, rail leasing or rail management, tank or freight railcars, railcar parts or heads, or highway products, shipper services, and all other products and services provided, or seriously pursued, by the Company or its affiliates during Officer’s employment (“ Competing Business ”), in any state, or similar geographic territory, in which the Company or any of its affiliates operate as of the date of Officer’s Separation from Service and for which Officer performed services, had responsibility or received Confidential Information (“ Restricted Territory ”). Further, for a twelve (12) month period after Officer’s Separation from Service, Officer agrees not to serve as a consulting or testifying expert for any third party in any legal proceedings (including arbitration or mediation) or threatened legal proceedings involving the Company, unless called to do so by the Company or an Affiliate. Officer agrees to notify the Chief Executive Officer in writing, with a copy of such notice to the Chairman of the Committee, in the event

Officer accepts employment of any nature with any person, business, or entity during the Restricted Period.

c. Non-Solicitation . During the Restricted Period, other than in connection with Officer’s duties for the Company, Officer shall not, and shall not use any Confidential Information to, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons, (i) solicit business, or attempt to solicit business, from any Client or Prospective Client, (ii) interfere with, or attempt to interfere with, the Company’s relationship, contracts or business with any Client or Prospective Client or Supplier, or (iii) induce or persuade in any manner, or attempt to induce or persuade, any Client or Prospective Client or Supplier to curtail or cancel any business or contracts with the Company. This restriction applies only to business which is in the scope of services or products provided by the Company. “ Client or Prospective Client ” means any client or prospective client with whom the Company did business or who the Company solicited within the 24 month period preceding Officer’s termination of employment, and who or which: (1) Officer contacted, called on, serviced or did business with during Officer’s employment with the Company; (2) Officer learned of as a result of Officer’s employment with the Company; or (3) about whom Officer received Confidential Information. “ Supplier ” means any person or entity that provided goods or services to the Company at any time during the two (2) year period before the Officer’s Separation from Service.

d. Non-Recruitment . During the Restricted Period, other than in connection with Officer’s duties for the Company, Officer shall not, and shall not use any Confidential Information to, on behalf of Officer or on behalf of any other person or entity, directly or indirectly, hire, solicit, induce, recruit, engage, go into business with, or attempt to hire, solicit, induce, recruit, engage, go into business with, or encourage to leave or otherwise cease his/her employment with the Company, any individual who is an Employee or independent contractor of the Company or who was an Employee or independent contractor of the Company within the twelve (12) month period prior to Officer’s Separation from Service.

e. Non-Disparagement . Officer agrees that the Company’s goodwill and reputation are assets of great value to the Company which have been obtained and maintained through great costs, time and effort. Therefore, during Officer’s employment and after Officer’s Separation from Service for any reason, Officer shall not in any way disparage, libel or defame the Company, its business or business practices, its products or services, or its stockholders, managers, officers, directors, employees, investors or affiliates. Nothing in this Section 5(e) is intended to interfere with Officer’s right to engage in the conduct set forth in Section 5(a)(ii) or (iii).

f. Remedies . By participating in this Plan, Officer acknowledges that the geographic scope and duration of the restrictions and covenants contained in this Section 5 are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company’s business; (ii) Officer’s level of control over and

contact with the business in the Restricted Territory; and (iii) the amount of compensation and Confidential Information that Officer is receiving in connection with Officer’s employment with the Company. If Officer violates any of the restrictions contained in this Section 5, the Restricted Period shall be suspended and shall not run in favor of Officer until such time that Officer cures the violation to the satisfaction of the Company and the period of time in which Officer is in breach shall be added to the Restricted Period applicable to such covenant(s). Further, by executing this Agreement, Officer acknowledges that the restrictions contained in this Section 5, in view of the nature of the Company’s businesses, are reasonable and necessary to protect their legitimate business interests, business goodwill and reputation, and that any violation of these restrictions would result in irreparable injury and continuing damage to the Company. Accordingly, by executing this Agreement, Officer acknowledges and agrees that Officer, in the event of Officer’s breach or threatened breach of the provisions in this Section 5, the Company shall be entitled to a temporary restraining order and injunctive relief restraining Officer from the commission of such breach or threatened breach, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from Officer, damages incurred by the Company as a result of the breach, as well as the Company’s attorneys’ fees, costs and expenses related to such breach or threatened breach. In addition, in the event Officer violates any of the restrictions contained in this Section 5, all payments under this Plan shall immediately cease, no additional payments will be due to Officer pursuant to the Plan and any benefits that vested shall be forfeited, and, to the extent Officer has previously received payments pursuant to the Plan, upon written demand by the Company, Officer must immediately pay the Company the full amount of such prior payments. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees, and costs. The existence of any claim or cause of action by Officer against the Company, whether predicated on this Plan or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained in this Section 5, or preclude injunctive relief.

6. Death . In the event of Officer’s death prior to the receipt of any or all of the installments under this Plan, such installments as are then unpaid shall be paid, in the same form and over the same period as such installments would have been paid to Officer, to the beneficiary or beneficiaries designated in writing on a form provided by the Company and filed with the Secretary of the Company by Officer during his/her lifetime or, upon failure to make such designation or if such designee or designees shall have predeceased Officer, then to Officer’s estate. If at the time of Officer’s death Officer is divorced and the last beneficiary designation on file with the Committee, or its designee, is Officer’s former spouse the former spouse shall be deemed to have predeceased Officer and Officer’s remaining benefits shall be paid to Officer’s estate. Officer shall have the right to change the beneficiary designation from time to time by instrument in writing delivered to the Secretary of the Company.

7. Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of section 401(a) of the Code and that “is unfunded and is maintained by an employer

primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974, as amended. The Plan shall be administered and interpreted (i) in a manner consistent with that intent, and (ii) in accordance with Section 409A and related Treasury guidance and regulations. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

8. Nonassignabilitv . Officer, during his/her lifetime, and his/her designated beneficiary or beneficiaries after his/her death, shall not be entitled to commute, encumber, sell or otherwise dispose of his/her or their rights to receive the benefits provided for herein, and the right thereto shall be nonassignable and nontransferable and shall not be subject to execution, attachment or similar process.

9. Participation in Other Plans . Nothing herein contained shall in any manner modify, impair or effect the existing or future rights or interests of Officer to receive any employee benefits to which he is or would otherwise be entitled, or as a participant in the present or any future incentive bonus plan, stock option plan or pension or profit sharing plan of the Company.

10. Benefit . This Agreement shall be binding upon and inure to the benefit of any successor of the Company, including any person, firm, corporation or other entity which, by merger, consolidation, purchase or otherwise, acquires all or substantially all of the assets or business of the Company.

11. Amendment or Termination. This Agreement may be amended or terminated in whole or in part by mutual written agreement of the parties hereto; provided however, no termination of this Agreement shall have the effect of accelerating any payments due under this Agreement.

* * * * * * * *

[ Remainder of Page Intentionally Left Blank

Signature Page Follows .]

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first hereinabove written.



			TRINITY INDUSTRIES, INC.


			By:
			Name:
			Title:


			OFFICER


			Name:

Exhibit 10.18.1

__________________________________________

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 10.7.1.1

TRINITY INDUSTRIES, INC.

RESTRICTED STOCK GRANT AGREEMENT

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between TRINITY INDUSTRIES, INC. (hereinafter called the “Company”) and (hereinafter called the “Grantee”);

WITNESSETH:

WHEREAS, the Grantee complies with the requirements of eligibility for the award of Restricted Stock under the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (the “Plan”); and

WHEREAS, the Company has determined to award to the Grantee ( ) shares o f Common Stock of the Company, subject to the terms and conditions hereinafter set forth, as a retention incentive, to encourage a sense of proprietorship by the Grantee and to stimulate the active interest of the Grantee in promoting the development, growth, performance and financial success of the Company by affording the Grantee an opportunity to obtain an increased proprietary interest in the Company so as to assure a closer identification between the Grantee’s interest and the interest of the Company;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

1. Grant of Restricted Shares.

2. Shareholder Status.

3. Restrictions.




(i)		for	% of the Restricted Shares;
(ii)		for	% of the Restricted Shares;
(iii)		for	% of the Restricted Shares;
(iv)		for	% of the Restricted Shares;
(v)		for	% of the Restricted Shares;
(vi)	death;
(vii)	Disability as defined in the Plan;
(viii)	a Change in Control as defined in the Plan; or
(ix)	the consent, at any time after three years from the date of this grant, to the removal of the restrictions by the Human Resources Committee (the “Committee”) in its sole discretion.

All of the Restricted Shares shall be forfeited by the Grantee to the Company if prior to the lapse of the Restrictions on Transferability the Grantee’s employment with the Company terminates for any reason other than death or Disability or as provided by paragraph 7 hereof. The Restricted Shares may also be forfeited in order to satisfy amounts recoverable by the Company that the Committee determines pursuant to the Policy for Repayment on Restatement of Financial Statements as may be in effect at the time of the determination, which Policy is incorporated herein by reference. Upon forfeiture, the Company shall have all right, title and interest in the Restricted Shares and the Grantee shall have no further right, title or interest therein. Until the Restrictions on Transferability shall lapse, any certificates representing the Restricted Shares shall bear a legend giving notice of such restrictions as follows:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED PURSUANT TO A RESTRICTED STOCK GRANT AGREEMENT DATED AS OF , AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF OR ENCUMBERED AT ANYTIME WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY.

Upon the lapse of the Restrictions on Transferability with respect to any of the Restricted Shares, such shares without the restrictive legend noted above shall be delivered to Grantee or Grantee’s personal representative, provided that the Grantee or Grantee’s personal representative has made appropriate arrangements with the Company in accordance with Section 27 of the Plan for applicable taxes which are required to be withheld under federal, state or local law or the tax withholding requirement has otherwise been satisfied.

4. No Rights of Continued Service.

5. Interpretation of this Agreement.

6. Subject to Plan.

7. Confidentiality

8. Acceptance and Stock Power.

DATED as of the ^th day of , 200___.




		TRINITY INDUSTRIES, INC.


		NAME:		WILLIAM A. MCWHIRTER
		TITLE:		SENIOR VICE PRESIDENT &
				CHIEF FINANCIAL OFFICER

		GRANTEE


		NAME:

IRREVOCABLE STOCK POWER

FOR VALUE RECEIVED , the undersigned does hereby sell, assign and transfer, to Trinity Industries, Inc., (___) shares of the common stock of Trinity Industries, Inc. awarded to the undersigned and for which restrictions have not lapsed pursuant to a Restricted Stock Grant Agreement dated as of , 200___ for ___ shares standing in the name of the undersigned on the books of said Company.





DATE		NAME

EXHIBIT 10.7.2.1

TRINITY INDUSTRIES, INC.

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT, dated as of , (“Grant Date”) by and between Trinity Industries, Inc., a Delaware Corporation (“Company”), and

name (“Director”), is entered into as follows:

WHEREAS, the Company has established the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (“Plan”), and which Plan is made a part

hereof;

WHEREAS, terms defined in the Plan shall have the same meaning in this Agreement unless otherwise specifically stated; and

WHEREAS, the Board of Directors of the Company has determined that the Director be granted Restricted Stock Units subject to the terms of the Plan and

the terms stated below, as hereinafter set forth;

NOW, THEREFORE, the parties hereby agree as follows:


1.	Grant of Units


2.	Vesting Schedule


3.	Restrictions

The Units granted hereunder may not be sold, pledged or otherwise transferred and may not be subject to lien, garnishment, attachment or other legal

process.


4.	Dividend Equivalents

If on any date the Company shall pay any dividend or other distribution on the Stock (other than a dividend in Stock), the Director shall be paid an amount in cash for each Unit equal to the amount of dividend or distribution paid on the Stock, less any amounts required to be held for federal, state or local withholding taxes.


5.	Changes in Stock


6.	Form and Timing of Payment

The Company shall distribute to the Director a number of shares of Stock equal to the aggregate number of vested Units credited to the Director within 60 days from the date of the Director’s “Separation from Service” as defined by Section 409A of the Internal Revenue Code or earlier upon a “Change of Control” as defined by Section 409A of the Internal Revenue Code.


7.	Taxes


8.	Miscellaneous


•	All amounts credited to the Director’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company.

The Director’s interest in the Account shall make Director only a general, unsecured creditor of the Company.


•	The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this

Agreement.


•	Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon delivery to the Director at Director’s

address then on file with the Company.


•	Neither the Plan nor this Agreement nor any provisions under either shall be construed so as to grant the Director any right to remain as a Director of

the Company.

(e) Except as provided in paragraph 4 hereof, nothing herein shall be construed as to grant Director any stock ownership rights commonly associated

with stock ownership including voting rights until such time as shares of Stock are issued to the Director in accordance with paragraph 6 hereof.

(f) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.


(g)	This Agreement may be changed or modified by written amendment, without Director’s consent or signature, if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Internal Revenue Code and any regulations or other guidance issued thereunder.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the day and year first hereinabove written.

TRINITY INDUSTRIES, INC.

Name: William A. McWhirter

Title: Senior Vice President and Chief

Financial Officer

Director

Exhibit 21



Trinity Industries, Inc. Active Subsidiaries as of December 31, 2018
Name of Subsidiary	Domicile	Ownership Percentage
CJB Prime Property, LLC	Delaware	100	%
CJB Canada Mfg. Corp.	Brit Columbia	100	%
Heritage Aviation Services LLC	Nevada	100	%
International Industrial Indemnity Company	Vermont	100	%
Reunion General Agency, Inc.	Texas	100	%
Trinity Argentina S.R.L.	Argentina	100	%
Trinity Corporate Services, LLC	Delaware	100	%
Vigilant Systems, Inc.	Texas	100	%
Trinity Heads, Inc.	Delaware	100	%
Trinity Highway Products, LLC	Delaware	100	%
QEAS, Inc.	Delaware	100	%
Quixote Transportation Safety, Inc.	Delaware	100	%
E-Tech Testing Services, Inc.	Delaware	100	%
Energy Absorption Systems, Inc.	Delaware	100	%
EAS Road Products, Inc.	Delaware	100	%
EAS Road Products (Singapore Branch), Inc.	Delaware	100	%
Energy Absorption Systems (Europe), Inc.	Delaware	100	%
Quixote International Enterprises, LLC	Delaware	100	%
Trinity Z, LLC	Delaware	100	%
Trinity B, LLC	Delaware	100	%
Trinity Highway Rentals, Inc.	Delaware	100	%
Trinity Industries International, Inc.	Delaware	100	%
Trinity Industries Leasing Company	Delaware	100	%
RIV 2013 Rail Holdings LLC	Delaware	31	%	*
Trinity Rail Leasing 2012 LLC	Delaware	100	%
RIV II, LLC	Delaware	100	%
RIV III, LLC	Delaware	100	%
TILX GP III, LLC	Delaware	100	%
Trinity Rail Leasing III LP	Texas	1	%
TILX LP III, LLC	Delaware	100	%
Trinity Rail Leasing III LP	Texas	99	%
TILX GP IV, LLC	Delaware	100	%
Trinity Rail Leasing IV LP	Texas	1	%
TILX LP IV, LLC	Delaware	100	%
Trinity Rail Leasing IV LP	Texas	99	%
TILX GP V, LLC	Delaware	100	%
Trinity Rail Leasing V LP	Texas	1	%
TILX LP V, LLC	Delaware	100	%
Trinity Rail Leasing V LP	Texas	99	%
Trinity Marks Company	Delaware	100	%
Trinity Rail, Inc.	Delaware	100	%
Trinity Rail Management, Inc.	Delaware	100	%
TILX GP I, LLC	Delaware	100	%
Trinity Rail Leasing I LP	Texas	1	%
TILX LP I, LLC	Delaware	100	%
Trinity Rail Leasing I LP	Texas	99	%
TrinityRail Canada Inc.	Brit Columbia	100	%
Trinity Rail Leasing 2010 LLC	Delaware	100	%



Trinity Rail Leasing 2017 LLC	Delaware	100	%
Trinity Rail Leasing 2018 LLC	Delaware	100	%
Trinity Rail Leasing VI LLC	Delaware	100	%
Trinity Rail Leasing VII LLC	Delaware	100	%
Trinity Rail Leasing Warehouse Trust	Delaware	100	%
TRIP Rail Holdings LLC	Delaware	43	%	*
TRIP Rail Leasing LLC	Delaware	100	%
TRIP Rail Master Funding LLC	Delaware	100	%
TrinityRail Investment Holding Company LLC	Delaware	100	%
TRIHC 2018 LLC	Delaware	100	%
Trinity Industries Metals Laboratory, Inc.	Delaware	100	%
Trinity Industries Railcar Corporation	Delaware	100	%
Trinity Logistics Group, Inc.	Texas	100	%
Trinity Central Maintenance, LLC	Delaware	100	%
Trinity Rail Group, LLC	Delaware	100	%
Thrall International Holdings, LLC	Illinois	100	%
TrinityRail Commercial Services, LLC	Delaware	100	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico	33	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico	33	%
Trinity North American Freight Car, Inc.	Delaware	100	%
Trinity Parts & Components, LLC	Delaware	100	%
TrinityRail Maintenance Services, Inc.	Delaware	100	%
MCM Railyard, LLC	Delaware	100	%
Trinity Rail de Mexico, S. de R.L. de C.V.	Mexico	67	%
Trinity Rail Sabinas, S. de R.L. de C.V.	Mexico	67	%
Trinity Tank Car, Inc.	Delaware	100	%
TrinityRail Products, LLC	Delaware	100	%
TrinityRail Asset Management Company, Inc.	Delaware	100	%
TRN Services, LLC	Delaware	100	%
Waldorf Properties, Inc.	Delaware	100	%
Gambles, Inc.	Alabama	100	%
McConway & Torley - Anniston, Inc.	Delaware	100	%
Mosher Steel Company	Texas	100	%
Platzer Shipyard, Inc.	Delaware	100	%
Standard Forgings Corporation	Delaware	100	%
Trinity Financial Services, Inc.	Delaware	100	%

* Trinity Industries Leasing Company (TILC) is also the managing member of TRIP Rail Holdings, LLC and RIV 2013 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, 2019

/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, 2019

/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, 2018 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, 2019

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, 2018 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, 2019

Exhibit 95

Mine Safety Disclosures

The Company owned or operated sand, gravel, shale, clay, and aggregate quarries during the year ended December 31, 2018 . The Financial Reform Act ("Dodd-Frank") requires us to disclose in our periodic reports filed with the SEC, specific information about each of our quarries comprised of notices, violations, and orders ¹ made by the Federal Mine Safety and Health Administration ("MSHA") pursuant to the Federal Mine Safety and Health Act of 1977. The business activities which give rise to these disclosures pertain to certain of our infrastructure-related businesses, which were transferred to Arcosa in connection with the spin-off transaction; therefore, the following table is a summary of the reportable information required for our quarries that operated only during the portion of the year for which such businesses were under Trinity's ownership:



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)	1	—	—		—	—	$	912	²	1	¹¹	No	No	—	—	—
Belton (4101043)	—	—	—		—	—	$	118	³	—		No	No	—	—	—
Malloy Bridge (4102946)	—	—	—		—	—	$	354	⁵	—		No	No	—	—	—
Cottonwood (4104553)	—	—	—		—	—	$	236	⁴	—		No	No	—	—	—
Wills Point (4104113)	—	—	—		—	—	$	—	⁵	—		No	No	—	—	—
Indian Village (1600348)	—	—	—		—	—	$	354	⁵	—		No	No	—	—	—
Kopperl (4104450)	—	—	—		—	—	$	1,140	⁵	—		No	No	—	—	—
Wills Point II (4104071)	—	—	—		—	—	$	118	⁴	—		No	No	—	—	—
Asa (4104399)	—	—	—		—	—	$	256	³	—		No	No	—	—	—
Paradise (4103253)	—	—	—		—	—	$	118	³	—		No	No	—	—	—
Anacoco (1600543)	—	—	—		—	—	$	826	⁶	—		No	No	—	—	—
Curry (4105307)	—	—	—		—	—	$	354	⁵	—		No	No	—	—	—
Streetman (4101628)	—	—	—		—	—	$	236	⁴	—		No	No	—	—	—
Boulder (0504415)	1	—	—		—	—	$	2,039	⁷	—		No	No	—	—	—
Frazier Park (0400555)	—	—	—		—	—	$	573	⁸	—		No	No	—	—	—
Livingston (0100034)	—	—	—		—	—	$	118	³	—		No	No	—	—	—
Erwinville (1600033)	4	—	—		—	—	$	6,956	⁹	—		No	No	—	—	—
Brooks (1500187)	—	—	—		—	—	$	—		—		No	No	—	—	—
Brooklyn (1200254)	2	—	—		—	—	$	652	¹⁰	—		No	No	—	—	—



1		Significant and Substantial (S&S) citations are reported on this form. Non-S&S citations are not reported on this form but any assessments resulting from non-S&S citations are reported.
2		One S&S citation and two non-S&S citation were issued.
3		One non-S&S citation was issued.
4		Two non-S&S citations were issued.
5		Three non-S&S citations were issued.
6		Seven non-S&S citations were issued.
7		One S&S citation and three non-S&S citations were issued.
8		Three non-S&S citations were issued. Proposed amounts are still pending.
9		Four S&S citations and twelve non-S&S citations were issued.
10		Two S&S citations and two non-S&S citations were issued.
11		On April 12, 2018, a fatality occurred within the property boundaries of the Rye Plant. MSHA's investigation and determination that the fatality would be non-chargeable as a Mining-Related Fatality pursuant to Accident/Illness Investigations Procedure Handbook Number PH11-I-1 was still pending at the time of the Arcosa spin-off.