a Delaware limited liability company,
as the Issuer of the Equipment Notes,
as Indenture Trustee for the Equipment Notes
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 | 18 | |||
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 | 20 | |||
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 | 26 | |||
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 |
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(continued)
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Section 3.09 Mandatory Replacement Account | 35 | |||
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 | 44 | |||
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 | 50 | |||
Section 4.03 Limitation on Suits | 53 | |||
Section 4.04 Waiver of Existing Defaults | 54 | |||
Section 4.05 Restoration of Rights and Remedies | 54 | |||
Section 4.06 Remedies Cumulative | 54 | |||
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 | 55 | |||
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS | 55 | |||
Section 5.01 Representations and Warranties | 55 | |||
Section 5.02 General Covenants | 61 | |||
Section 5.03 Portfolio Covenants | 67 | |||
Section 5.04 Operating Covenants | 71 | |||
ARTICLE VI THE INDENTURE TRUSTEE | 80 | |||
Section 6.01 Acceptance of Trusts and Duties | 80 | |||
Section 6.02 Absence of Duties | 80 | |||
Section 6.03 Representations or Warranties | 81 | |||
Section 6.04 Reliance; Agents; Advice of Counsel | 81 | |||
Section 6.05 Not Acting in Individual Capacity | 83 | |||
Section 6.06 No Compensation from Noteholders | 83 | |||
Section 6.07 Notice of Defaults | 83 | |||
Section 6.08 Indenture Trustee May Hold Securities | 83 | |||
Section 6.09 Corporate Trustee Required; Eligibility | 84 | |||
Section 6.10 Reports by the Issuer | 84 |
ii
(continued)
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Section 6.11 Compensation | 84 | |||
Section 6.12 Certain Rights of the Requisite Majority | 84 | |||
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 | 86 | |||
Section 8.01 Indemnity | 86 | |||
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 | 89 | |||
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 | 92 | |||
Section 10.03 Consent of Hedge Providers and Liquidity Facility Providers | 92 | |||
Section 10.04 Subordination and Priority of Payments | 93 | |||
Section 10.05 Execution of Amendments by Indenture Trustee | 93 | |||
ARTICLE XI SUBORDINATION | 93 | |||
Section 11.01 Subordination | 93 | |||
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 |
iii
(continued)
Page | ||||
Section 12.05 Indemnity for Government Obligations and Corporate Obligations | 97 | |||
Section 12.06 Reinstatement | 97 | |||
ARTICLE XIII MISCELLANEOUS | 98 | |||
Section 13.01 Right of Indenture Trustee to Perform | 98 | |||
Section 13.02 Waiver | 98 | |||
Section 13.03 Severability | 98 | |||
Section 13.04 Notices | 98 | |||
Section 13.05 Assignments | 100 | |||
Section 13.06 Currency Conversion | 100 | |||
Section 13.07 Application to Court | 101 | |||
Section 13.08 Governing Law | 102 | |||
Section 13.09 Jurisdiction | 102 | |||
Section 13.10 Counterparts | 102 | |||
Section 13.11 No Petition in Bankruptcy | 102 | |||
Section 13.12 Table of Contents, Headings, Etc | 102 |
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 |
iv
Exhibit | Description | |
Exhibit C-2 | Form of Annual Report | |
Exhibit D | Form of Full Service Lease | |
Exhibit E | Form of Net Lease |
v
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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
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Legal Department
Facsimile: (214) 589-8824
Confirmation Number: (214) 631-4420
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Lance Davis, Director of Finance
Facsimile: (214) 589-8271
Confirmation Number: (214) 589-8735
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Legal Department
Facsimile: (214) 589-8824
Confirmation Number: (214) 631-4420
99
to:
1100 North Market Street
Wilmington, Delaware 19890-1605
Facsimile: (302) 636-4140
Telephone: (302) 636-6000
Attention: Corporate Trust Administration
Re: TRIP Rail Master Funding LLC
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Lance Davis, Director of Finance
Facsimile: (214) 589-8271
Confirmation Number: (214) 589-8735
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Legal Department
Facsimile: (214) 589-8824
Confirmation Number: (214) 631-4420
the address specified in the applicable Series Supplement
100
101
102
103
TRIP RAIL MASTER FUNDING LLC | ||||
By: | TRIP RAIL HOLDINGS LLC, | |||
its manager, by TRINITY INDUSTRIES | ||||
LEASING COMPANY, its manager | ||||
By: | /s/ C. Lance Davis | |||
Name: | Cary Lance Davis | |||
Title: | Vice President |
S-1
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 | |||
S-2
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ACCOUNT INFORMATION
Page 1
151 Boulevard Jacqmain
B-1210 Brussels, Belgium
f/k/a CedelBank, société anonyme
67 Boulevard Grand-Duchesse Charlotte
L-1331 Luxembourg
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011, between the Issuer and the Indenture Trustee. |
Dated: * | By: | , | ||
Account Holder | ||||
Page 1
* | Certification must be dated on or after the15th day before the date of the Euroclear or Clearstream certificate to which this certification relates. |
Page 2
FORM OF CERTIFICATE
TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM
as Indenture Trustee and Note Registrar
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011, between the Issuer and the Indenture Trustee. |
Page 1
Date: | Yours faithfully, | |||
By: | ||||
Morgan Guaranty Trust Company of | ||||
New York, Brussels Office, as Operator of the Euroclear Clearance System Clearstream, société anonyme | ||||
Page 2
FORM OF CERTIFICATE TO DEPOSITORY REGARDING INTEREST
151 Boulevard Jacqmain
B-1210 Brussels, Belgium
f/k/a CedelBank, société anonyme
67 Boulevard Grand-Duchesse Charlotte
L-1331 Luxembourg
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended, restated or otherwise modified from time to time, the “Master Indenture”), between the Issuer and the Indenture Trustee. (Capitalized terms used but not defined herein shall have the meanings given to them in the Master Indenture). |
[Name of Holder] | ||||
By: | ||||
Name: | ||||
Title: | ||||
Page 1
[Address]
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended, restated or otherwise modified from time to time, the “Master Indenture”), between the Issuer and the Indenture Trustee. (Capitalized terms used but not defined herein shall have the meanings given to them in the Master Indenture). |
Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the Euroclear Clearance System Clearstream, société anonyme | ||||
By: | ||||
Name: | ||||
Title: | ||||
Page 1
FORM OF TRANSFER CERTIFICATE FOR EXCHANGE
OR TRANSFER FROM 144A BOOK-ENTRY NOTE
TO REGULATION S BOOK-ENTRY NOTE
as Indenture Trustee and Note Registrar
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended, restated or otherwise modified from time to time, the “Master Indenture”), between the Issuer and the Indenture Trustee. (Capitalized terms used but not defined herein shall have the meanings given to them in the Master Indenture). |
Page 1
Dated: | [Insert name of Transferor] | |||
By: | ||||
Name: | ||||
Title: | ||||
Page 2
55 Water Street
50th Floor
New York, New York 10041
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended, restated or otherwise modified from time to time, the “Master Indenture”), between the Issuer and the Indenture Trustee. |
Dated : | [Insert name of Purchaser] | ||||
as Purchaser | |||||
By: | |||||
Title: | |||||
Page 1
BENEFICIAL INTEREST IN A REGULATION S TEMPORARY BOOK ENTRY NOTE
151 Boulevard Jacqmain
B-1210 Brussels, Belgium
Clearstream Banking, société anonyme
f/k/a CedelBank, société anonyme
67 Boulevard Grand-Duchesse Charlotte
L-1331 Luxembourg
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended, restated or otherwise modified from time to time, the “Master Indenture”), between the Issuer and the Indenture Trustee. |
Dated : | [Insert name of Transferee] | ||||
By: | |||||
Name: | |||||
Title: | |||||
Page 1
UNRESTRICTED BOOK-ENTRY NOTE TO 144A BOOK-ENTRY NOTE
as Note Registrar
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
as Issuer
2525 Stemmons Freeway
Dallas, TX 75207
Re: | Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended, restated or otherwise modified from time to time, the “Master Indenture”), between the Issuer and the Indenture Trustee. (Capitalized terms used but not defined herein shall have the meanings given to them in the Master Indenture). |
Page 1
Dated : | [Insert name of Transferee] | ||||
By: | |||||
Name: | |||||
Title: | |||||
Page 2
TRANSFERS TO NON-QIB ACCREDITED INVESTORS
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
Attention: Corporate Trust Administration
Page 1
Very truly yours, | ||||
By: | ||||
Name: | ||||
Title: | ||||
Address: | ||||
Page 2
FORM OF MONTHLY REPORT
TRIP Rail Master Funding LLC | CONFIDENTIAL | |
Monthly Servicer Report for Calculation Date: | ||
FLOW OF FUNDS |
Collection Account ++ Funds Available for Distribution | ||||
Collection Account Balance | — | |||
Funds Available from: | — | |||
Monthly Rent | — | |||
Railroad Mileage Credits | — | |||
Net Cash Proceeds of Asset Dispositions (other than Casualties and Condemnations) | — | |||
Casualty Proceeds | — | |||
Sale Proceeds | — | |||
Pass-Thru Amount Received | — | |||
Interest Deposited from earnings on the Collection Account and accounts | — | |||
Other Deposits to Collection Account | — | |||
Interest on Liquidity Reserve Account | — | |||
Released from the Liquidity Recent Account | — | |||
Total Available for Distribution | — | |||
Distribution of Available Funds | ||||
1 Required Expense Amount | ||||||||||||||
To the payment of current Operating Expenses at the Payment Date | — | |||||||||||||
Required Expense Reserve | — | |||||||||||||
Current Balance of Expense Account | — | |||||||||||||
Balance of Expense Account after Required Expense Reserve | — | |||||||||||||
2 To the payment of Service Provider Fees | ||||||||||||||
To the payment of the Manager | — | |||||||||||||
To the payment of the insurance Manager | — | |||||||||||||
To the payment of the Indenture Trustee | — | |||||||||||||
To the payment of the Administrator | — | |||||||||||||
— | ||||||||||||||
3 Manager Advances | ||||||||||||||
To the repayment of any outstanding Manager Advances | — | |||||||||||||
To the payment of any interest accrued on outstanding Manager Advances | — | |||||||||||||
4 Interest Amount | ||||||||||||||
(i) Class A1a interest amount | — | |||||||||||||
Class A1b interest amount | — | |||||||||||||
Class A2 interest amount | — | |||||||||||||
(ii) interest owed to Liquidity Facility Provider | — | |||||||||||||
(iii) Senior Hedge Payment | — | |||||||||||||
(iv) indemnification obligations payable to Liquidity Facility Provider | — | |||||||||||||
Scheduled Principal Payment Amount for Current Period | — | |||||||||||||
5 Liquidity Reserve Account | ||||||||||||||
(i) Repay principal amounts drawn under each Liquidity Facility | ||||||||||||||
(ii) Period Interest on Equipment Notes | $ | — | (9 mos current interest payment) | |||||||||||
Liquidity Reserve Target Balance | $ | — | ||||||||||||
Current Liquidity Reserve Account Balance | $ | — | ||||||||||||
Deposit to or release from Liquidity Reserve Account | — | |||||||||||||
6 Scheduled Principal Payment Amounts | TRIP Rail Master Funding LLC | |||||||||||||
Monthly Report for the period | ||||||||||||||
to |
Page 1
TRIP Rail Master Funding LLC | CONFIDENTIAL | |
Monthly Service Report for Calculation Date: |
Class A1a Scheduled Principal Payment Amount | — | |||||||
Class A1b Scheduled Principal Payment Amount | — | |||||||
Class A2 Scheduled Principal Payment Amount | — | |||||||
Scheduled Principal Payment Amount for Current Period | — | |||||||
7 Payment of Outstanding Principal of Rapid Amortization Notes | — | |||||||
8 Early Amortization Event | ||||||||
If an Early Amortization Event shall have occurred and be continuing,an amount equal to the then Outstanding Principal Balance of the Equipment Notes | — | — | ||||||
9 Additional Interest Amounts | — | |||||||
10 Redemption or Early Prepayment Premium to Note Holders | — | |||||||
11 Subordinated Hedge Payments | — | |||||||
12 Issuer Indemnities payable to the Purchaser | — | |||||||
13 Manager Reimbursement of Optional Modification Expenses | — | |||||||
14 Excess Cash | ||||||||
To be distributed to the sale Member | $ | — |
Trinity Industries Leasing Company as Manager | ||||
By: | ||||
Monthly Report for the period
to
Page 2
TRIP Rail Master Funding LLC | CONFIDENTIAL | |
Monthly Service Report | ||
PORTFOLIO CHARACTERISTICS-after giving effect to all payments |
current Loan to value | |||||
Current outstanding principle balance Equipment Notes | — | (a) | |||
Adjusted value of the Portfolio Railcars | — | ||||
Amounts on Deposit in the optional Reinvestments Acct | — | ||||
Amounts on Deposit in the Mandatory Replacements Acct | — | ||||
— | (b) | ||||
Initial Aggregate Principal Amt of the Equipments Notes | — | (c1) | |||
Initial Appraised value of all Portfolio Railcars then owned by the Issuer | — | (c3) | |||
Current Loan to Value | 0.00% | (a/b) | |||
Initial Loan to value | 0.00% | (c1+c2)/c3 | |||
Outstanding Principal Balance On Notes | |||||
Outstanding Principal Balance of Equipment Notes at Current Payment Date | — | ||||
Scheduled Targeted Principal Balance | — | ||||
Debt Service Coverage Ration | |||||
Sum of collection for last six consecutive collection Periods | — | (a) | |||
Cumulative amount deposited to the expense Account during six preceding collection periods | — | (b1) | |||
Cumulative amount of Required Expense payments made to manager during six preceding collection periods | — | (b2) | |||
Sum of service provider Fees paid during the last six consecutive collection periods | — | (c) | |||
Sum of deposits to the Liquidity Reserve during six preceding collection periods | — | (d) | |||
Principal Payment current Month 1 | — | ||||
Principal Payment prior Month 2 | — | ||||
Principal Payment prior Month 3 | — | ||||
Principal Payment prior Month 4 | — | ||||
Principal Payment prior Month 5 | — | ||||
Principal Payment prior Month 6 | — | ||||
Aggregate amount of principal payment over the last six payment dates | — | (e) | |||
Aggregate required to reduce the principal balance to the scheduled Targeted Principal Balance | — | (e1) | |||
Aggregate amount Interest payable over the last six payment dates | — | (f) | |||
Debt Service Coverage Ratio | — | (a-(b1+b2+c+d))/(e+e1+f) | |||
Early Amortization Threshold | |||||
Current Debt Service Coverage Ratio | — | ||||
Early Amortization Threshold Requirement | 1.05 | ||||
Monthly Utilization Rate as of the calculation Date | 100 | % | |||
Early Amortization Threshold Requirement | 80 | % | |||
A Manger Termination Event has occurred | No | ||||
No Early Amortization Requirement at this time |
Monthly Report for the Period
_______ to _______
Page 3
Payment Date Schedule as of the Calculation Date
Account Number | Amount for | |||||||||||
Flow of funds Allocations | /Partner | Distribution | Distribution | |||||||||
Collection Proceeds | 0 | $ | — | |||||||||
Net proceeds from Car Sale | 0 | $ | — | |||||||||
1 Required Expense Amount | ||||||||||||
To the payment of manager | ||||||||||||
Trinity Industries Leasing Company Operating Account | $ | — | ||||||||||
To the Payment of the Required Expense Account | 0 | $ | — | |||||||||
2 Service Provider Fees | ||||||||||||
To the payment of the Manager | ||||||||||||
Trinity industries Leasing Company Operating Account | $ | — | ||||||||||
To the payment of the Indenture Trustee | $ | — | ||||||||||
To the payment of the Administrator | $ | — | ||||||||||
3 Manager Advances | ||||||||||||
To the payment of the manager | ||||||||||||
Trinity industries Leasing Company Operating Account | $ | — | ||||||||||
4 Interest Amount | 0 | $ | — | |||||||||
5 Liquidity Reserve Account | 0 | $ | — | |||||||||
6 Scheduled Principal Payment Amount | 0 | $ | — | |||||||||
7 Principal Payment of Rapid Amortization Notes | $ | — | ||||||||||
8 Early Amortization Event (Principal Payment to Noteholders) | $ | — | ||||||||||
9 Additional Interest Amounts | $ | — | ||||||||||
10 Redemption or Early or Prepayment Premium to Noteholders | $ | — | ||||||||||
11 Subordinated Hodge Payments | $ | — | ||||||||||
12 Issue Indemnities Payable to the Purchaser | $ | — | ||||||||||
13 Manager Reimbursements of Optional Modification Expenses | 0 | $ | — | |||||||||
14 Release of Excess Funds TRIP Rail Holdings LLC Distribution Account | $ | — | ||||||||||
TOTAL ALLOCATIONS | $ | — | $ | — | ||||||||
TRMF Collection Account | $ | — |
Wire Instructions
Chase Bank of Taxes
ABA # 000. 000.000
Account # 00000000000
Ref: TRMF Distribution
Monthly Report for the period
to
Page 4
FORM OF ANNUAL REPORT
Annual Concentration Limits Review
As of December 31,20##
Mexico Concentration Restriction | ||||
(A) Aggregate Adjusted Value of Portfolio Railcars | $ | — | ||
(B) Aggregate Adjusted Value of Portfolio Railcars under lease to all Mexican Lessees | $ | — | ||
(as defined in Annex A to Master indenture ) | ||||
Percentage of portfolio Railcars under lease to all Mexican Lessees (B/A) | 0 | % | ||
(not to exceed 20%) | ||||
Customer Concentration Limitation | ||||
(D) Aggregate Adjusted Value of Portfolio Railcars | $ | — | ||
(E) Greatest Adjusted Value of Portfolio Railcars leased to an individual Lessee that has a rating of at least “BBB-” or “Baa3” from S&P or Moody’s respectively(or at leased to an Affiliate of such a Person) | $ | — | ||
Percentage of Portfolio Railcars leased to an individual Lessee that has a rating of at least “BBB-” or “Baa3” from S&P or Moddy’s,respectively (or leased to an Affiliate of such a Person) (E/D) | 0 | % | ||
(not to exceed 15%) | ||||
(F) Greatest Adjusted Value of Portfolio Railcars leased to an individual Lessee (or leases to an Affiliate thereof), regardless of rating (F / D) | $ | — | ||
Percentage of Portfolio Railcars leased to an individual Lessee (or leased to an Affiliate thereof), regardless of rating | 0 | % |
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RAILROAD CAR LEASE AGREEMENT
1 | Add “the Railway Association of Canada and the Transport Canada specifications” for Canadian leases. |
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2 | To be changed based on domicile of Lessee. |
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Lessee to Lessor: | ||||||
TO: Trinity Industries Leasing Company | ||||||
2525 Stemmons Freeway | ||||||
Dallas, Texas 75207 | ||||||
Facsimile: 214-589-7402 | ||||||
ATTENTION: | Thomas C. Jardine | |||||
Vice President, | ||||||
Portfolio Management | ||||||
Lessor to Lessee: | ||||||
ATTENTION: | ||||||
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LESSOR: TRINITY INDUSTRIES LEASING COMPANY | ||||
By: | ||||
Thomas C. Jardine | ||||
Vice President, Portfolio Management | ||||
LESSEE: | ||||
By: | ||||
Title: | ||||
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Approximate | ||||||
Capacity (gallons | Base Monthly Rent | |||||
Number of Cars | Type and Description | or cubic feet) | (Per Car) | |||
X | X | $XX.XXX |
1. | Modifications — In accordance with Article 18 of Railroad Car Lease Agreement, any change in car design required by the AAR, DOT, FRA or other governmental authority during the term of this lease will cause the monthly rent to increase for each car on the month following its modification as follows: |
A. | For a modification with a useful life equal to the car itself, monthly car rent will increase by a monthly rate of $1.75 per car for each $100 of Lessor’s cost incurred in the course of making such modification. | ||
B. | For a modification with a useful life less than that of the car, monthly car rent will increase to equal the cost of such modification, including the implicit cost of money at 10% per annum, divided by the number of months of estimated remaining life of the modification. |
2. | High Mileage — In accordance with Article 7, in the event that a car travels more than 30,000 miles (empty and loaded) in any calendar year, the Lessee shall pay the Lessor $0.03 per mile for each mile over 30,000 traveled by such car. |
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TRINITY INDUSTRIES LEASING COMPANY | ||||
By: | ||||
Vice President, Portfolio Management | ||||
LESSEE | ||||
By: | ||||
Title: | ||||
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RAILROAD CAR NET LEASE AGREEMENT
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Lessee to Lessor: | ||||
Trinity Industries Leasing Company | ||||
2525 Stemmons Freeway | ||||
Dallas, Texas 75207 | ||||
Facsimile: 214-589-7402 | ||||
ATTENTION: Thomas C. Jardine | ||||
Vice President, Portfolio Management | ||||
Lessor to Lessee: | ||||
ATTENTION: |
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LESSOR: TRINITY INDUSTRIES LEASING COMPANY | ||||
By: | ||||
Thomas C. Jardine | ||||
Vice President | ||||
LESSEE: | ||||
By: | ||||
Name: | ||||
Title: | ||||
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LESSEE: | ||||
By: | ||||
Name: | ||||
Title: | ||||
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Approximate | Base | |||||
Capacity | Monthly | |||||
Number | (gallons or | Rental | ||||
of Cars | Type and Description | cubic feet) | (Per Car) | |||
TRINITY INDUSTRIES LEASING COMPANY | ||||
By: | ||||
Vice President, Portfolio Management | ||||
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LESSEE: | ||||
By: | ||||
Name: | ||||
Title: | ||||
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