EXHIBIT 10.18.3
AMENDMENT NO. 3 TO
WAREHOUSE LOAN AGREEMENT AND
RELATED DOCUMENTS
AMENDMENT NO. 3 TO WAREHOUSE LOAN AGREEMENT AND RELATED DOCUMENTS,
dated as of August 29, 2003 (this "Amendment"), is entered into by and among
TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (the "Manager"),
TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the "Borrower"), each
Lender party to the Agreement referenced below, CREDIT SUISSE FIRST BOSTON, NEW
YORK BRANCH, as Agent for the Lenders (in such capacity, the "Agent") and,
solely with respect to the amendments contained under the heading "Amendments to
Depository Agreement", WILMINGTON TRUST COMPANY, in its capacity as depository
(the "Depository") under the Depository Agreement (as defined below).
Capitalized terms used but not defined herein have the meaning set forth in the
Agreement referred to below.
RECITALS:
WHEREAS, (i) the Manager, the Borrower, the Lenders and the Agent are
parties to that certain Warehouse Loan Agreement dated as of June 27, 2002 (as
heretofore amended, the "Agreement"), (ii) the Manager and Borrower are parties
to that certain Operation, Maintenance, Servicing and Remarketing Agreement,
dated as of June 27, 2002 (as heretofore amended, the "Management Agreement")
and (iii) the Manager, the Borrower, the Depository and the Agent are parties to
that certain Depository Agreement, dated as of July 15, 2002 (as heretofore
amended, the "Depository Agreement");
WHEREAS, the parties hereto desire to amend the Agreement, the
Management Agreement and the Depository Agreement as hereinafter set forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
I. AMENDMENTS TO WAREHOUSE LOAN AGREEMENT:
1. The following definitions are hereby added to Section 1.01 of the
Agreement in appropriate alphabetical order:
"'Aggregated Default Interest' has the meaning set
forth in Section 2.05(a)."
"'Aggregated Default Interest Rate' means, for any
day during any Interest Period, the sum of the Adjusted
Eurodollar Rate for such Interest Period plus 500 basis
points."
"'CP Rate' means, with respect to any portion of a
Loan funded and maintained by a Conduit Lender through the
issuance of commercial paper for any day during any Interest
Period, the sum of (i) the rate applicable to such day in such
Interest Period as calculated in the manner specified by such
Conduit Lender in writing to the Agent and the Borrower as
such Conduit Lender's "CP
Rate" plus (ii) the Facility Margin; provided that prior
consent of the Borrower is required before such manner of
calculating the CP Rate can go into effect, which consent may
not be unreasonably withheld or delayed."
"'Scheduled Payment Date' means each of (i) the first
Settlement Date which falls 180 days or more after the
Revolving Termination Date, (ii) the sixth Settlement Date
thereafter and (iii) the sixth Settlement Date after the date
set forth in clause (ii) herein."
"'Termination Date' means June 27, 2025."
2. Section 1.01 of the Agreement is hereby amended by amending each of the
following definitions in its entirety to read as follows:
"'Advance Rate' means a rate of 75%, or such other
percentage not less than 75% and not to exceed 80% that is
agreed to by all of the Lenders from time to time in each of
their sole discretion as contemplated in Section 2.13."
"'Applicable Rate' means with respect to any Loan for
any day during any Interest Period the sum of the Adjusted
Eurodollar Rate for such Interest Period plus the Facility
Margin."
"'Borrowing Base' means, at any time, a Dollar amount
equal to the product of (i) the Advance Rate in effect at such
time and (ii) the difference of (A) the Aggregate FMV of all
Eligible Railcars at such time less (B) the Excluded Assets
Amount at such time."
"'Conduit Lender" shall mean Beethoven Funding
Corporation or any other Lender which is designated as a
Conduit Lender pursuant to Section 11.06(h)."
"'Manager's Fee' means as of any Settlement Date an
amount equal to (i) the Base Component (as defined in the
Management Agreement), without giving effect to any
adjustment, amendment or other modification thereto not
expressly approved in writing by the Agent (acting with the
consent of the Required Lenders), if the Manager is TILC or
one of its Affiliates, (ii) such other percentage as may be
agreed among the Manager, the Borrower, the Agent, each
Conduit Lender and the Required Lenders, if the Agent or one
of its Affiliates is the Manager or (iii) such other
percentage as may be agreed among the Manager, the Borrower
and the Agent, if the Manager is not TILC, the Agent or one of
their Affiliates, in each case of the Monthly Rent actually
collected under the Portfolio Leases during the measuring
period ending on the Calculation Date immediately preceding
such Settlement Date."
3. The definition of "Committed Amount" contained in Section 1.01 of the
Agreement is hereby amended by deleting "$200,000,000" occurring therein and by
inserting in its place "$300,000,000".
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4. The definition of "Default Margin" contained in Section 1.01 of the
Agreement is hereby amended by deleting "500 basis points" occurring therein and
by inserting in its place "375 basis points".
5. The definition of "Interim Maturity Date" contained in Section 1.01 of
the Agreement is hereby deleted in its entirety.
6. The definition of "Excluded Assets Amount" contained in Section 1.01 of
the Agreement is hereby amended by inserting the following clause (vii)
immediately after clause (vi) thereof and by relettering the remaining clauses:
"(vii) the amount by which the Aggregate FMV of all
Eligible Railcars leased to a Lessee organized under the laws
of, or having its principal place of business in, Mexico or a
subdivision thereof, exceeds 7% of the Committed Amount; plus"
7. The definition of "Final Maturity Date" contained in Section 1.01 of
the Agreement is hereby deleted in its entirety and the words "Final Maturity
Date" are hereby deleted in each occurrence throughout the Agreement and the
words "third Scheduled Payment Date" are hereby inserted in each such
occurrence.
8. The definition of "Liquidity Reserve Target Amount" contained in
Section 1.01 of the Agreement is hereby amended (i) by deleting the word "two"
occurring therein and by inserting in its place the word "six" and (ii) by
deleting the proviso occurring therein.
9. The definition of "Required Lenders" contained in Section 1.01 of the
Agreement is hereby amended by (i) inserting ", collectively, (x) the Agent and
(y)" immediately after the occurrence of the word "means" and (ii) replacing the
percentage "66 2/3%" contained therein with the percentage "70.0%".
10. The definition of "Revolving Termination Date" contained in Section
1.01 of the Agreement is hereby amended by deleting the date "August 29, 2003"
occurring therein and by inserting in its place "August 27, 2004".
11. Article II of the Agreement is hereby amended by inserting the
following Section 2.13 at the end thereof:
"SECTION 2.13 ADJUSTMENTS TO ADVANCE RATE AND
BORROWING BASE. The percentage included in the definition of
"Advance Rate" may be changed in accordance with the
parameters set forth in such definition by agreement of all of
the Lenders. The Agent shall give the Borrower and the Lenders
prior notice of any change in such percentage. Any change in
any such percentage shall take effect on the next succeeding
Settlement Date.
12. Section 2.01 of the Agreement is hereby amended in its entirety to read
as follows:
"(a) Each Lender severally agrees, subject to the
Agent's determination that the terms and conditions of
Sections 2.02 and 4.02 applicable to any Funding
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Date have been (i) satisfied or, (ii) solely to the extent
permitted by the last sentence of this clause (a) temporarily
waived by the Agent or, (iii) in all other cases, waived by
the Agent and all of the Lenders, and on the other terms and
conditions set forth in this Agreement, to make Loans to the
Borrower pursuant to this Section 2.01 on each Funding Date
during the Availability Period in order to fund the
acquisition of Railcars and related Leases by the Borrower on
such Funding Date. The Loans advanced on any Funding Date with
respect to any Railcars and related Leases shall not: (i) in
the case of any Committed Lender, exceed (after giving effect
to all Loans of such Committed Lender and any Conduit Lender
designated by such Committed Lender repaid concurrently with
the making of such Loans) its Available Commitment; (ii)
exceed the lesser of (A) the Unused Commitment Amount and (B)
the product of the Advance Rate multiplied by the aggregate
Fair Market Value of all Eligible Railcars included in such
Railcars; or (iii) when added to the aggregate amount of the
Loans then outstanding (after giving effect to all Loans
repaid concurrently with the making of such Loans), exceed the
lesser of (A) the Commitment Amount and (B) the Borrowing Base
(after giving effect to the addition to and/or removal of the
respective Fair Market Values of any Eligible Railcars to be
added to or removed from the Portfolio on such Funding Date).
Each Borrowing shall be in an aggregate principal amount of
$5,000,000, in the case of the first Borrowing hereunder, or
$1,000,000, in the case of subsequent Borrowings, or, in each
case, any larger amount (except that any such Borrowing may be
in the aggregate amount of the unused Commitments) and shall
be made from the several Committed Lenders ratably in
proportion to their respective Commitments. The Lenders have
no obligation to make any Loan hereunder except as expressly
set forth in this Agreement. Within the foregoing limits, the
Borrower may borrow under this Section 2.01, repay, or, to the
extent permitted by Section 2.07, prepay, Loans and reborrow
under this Section 2.01. In connection with the transactions
on any Funding Date, the Agent may in its sole discretion
grant the Borrower a temporary waiver for a specified period
of time to perform its obligations under clauses (a) or (b) or
the last sentence of clause (c) of Section 2.02 and to fulfill
the conditions set forth in Section 4.02 (other than clauses
(b), (c), (d), (g) or (n) thereof).
(b) Notwithstanding any other provision of this
Agreement which requires Borrowings to be made from the
Committed Lenders (or from their related Conduit Lenders)
ratably in proportion to the respective Commitments of such
Committed Lenders, or which requires payments of principal and
interest on the Loans to be made and allocated, or Loans to be
continued or converted, based on Commitment Percentages rather
than outstanding principal amounts:
(1) If, as a result of any increase in a Committed
Lender's Commitment, its Commitment Percentage is
greater than the percentage which the Loans of such
Committed Lender and its related Conduit Lenders
constitutes of the aggregate outstanding Loans of all
Lenders, then any further Borrowing will be made from
such Committed Lender and its related Conduit Lenders
on a non-pro-rata basis until their outstanding Loans
constitute
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the same percentage of all the outstanding Loans as
such Committed Lender's Commitment Percentage,
(2) payments of principal and interest on the Loans will
be made to the Lenders according to the respective
outstanding principal amounts of such Loans, and
(3) outstanding Loans will be continued and converted
according to their outstanding principal amounts
rather than the Committed Percentages of the
applicable Lenders."
13. Section 2.01(ii)(B) of the Agreement is hereby amended by inserting the
words "then in effect" immediately after the words "Advance Rate" therein.
14. Section 2.05(a) of the Agreement is hereby amended in its entirety to
read as follows:
"(a) Rate of Interest. (i) Each Loan shall bear
interest on the outstanding principal amount thereof, for each
day during each Interest Period applicable thereto, at a rate
per annum equal to the Applicable Rate for such day, or if any
Conduit Lender shall so designate (in accordance with the
definition of CP Rate) for any Loan funded and maintained by
such Conduit Lender through the issuance of commercial paper,
the CP Rate for such day; provided that any change to the
interest rate shall not take effect until the next succeeding
Interest Period after such designation. Such interest shall be
payable in arrears on each Settlement Date and on the
Termination Date.
(ii) At any time during which an Event of Default has
occurred and is continuing, each Loan shall bear additional
interest (in addition to the interest payable pursuant to
Section 2.05(a)(i)) on the outstanding principal amount
thereof, for each day during each Interest Period applicable
thereto, at a rate per annum equal to the Default Margin and
such accrued additional interest shall be aggregated on the
last day of such Interest Period (all such aggregated
additional interest, the "Aggregated Default Interest"). Such
Aggregated Default Interest shall bear interest on the
outstanding amount thereof, for each day during each Interest
Period applicable thereto, at a rate per annum equal to the
Aggregated Default Interest Rate and such accrued interest
shall be aggregated on the last day of such Interest Period
with the Aggregated Default Interest and shall be deemed
"Aggregated Default Interest" upon such aggregation.
Aggregated Default Interest and the interest thereon shall be
payable in arrears on the date on which the aggregate
principal amount of the Loans have been paid in full pursuant
to the terms of this Agreement."
15. Section 2.06 of the Agreement is hereby amended in its entirety to read
as follows:
"SECTION 2.06 REPAYMENT AND MATURITY OF LOANS. On
each of the first two Scheduled Payment Dates, the Borrower
shall repay, and there shall become due and payable (together
with accrued interest thereon), one-third of the
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aggregate principal amount of the Loans outstanding as of the
Revolving Termination Date, and the Loans of each Lender shall
be ratably repaid. On the third Scheduled Payment Date, the
Borrower shall repay, and there shall become due and payable,
the remainder of the aggregate outstanding principal amount of
the Loans and all accrued interest thereon (including all
Aggregate Default Interest and all accrued interest thereon),
and the Loans of each Lender shall be ratably repaid. In the
event that any of such payments are not made when due, the
Agent may, with the prior written consent of each Lender
(which such consent shall be in the sole discretion of each
such Lender) extend any such payment date on terms
satisfactory to such Lenders (in their sole discretion);
provided that, any such extension shall not extend any such
payment beyond the Termination Date. For the avoidance of
doubt, principal amounts of the Loans prepaid after the
Revolving Termination Date in accordance with Section 2.07(a)
or (b) below shall not reduce the amount of any repayment
scheduled to become due and payable on any Scheduled Payment
Date in accordance with this Section 2.06."
16. Section 2.07(b) of the Agreement is hereby amended by inserting the
following clause (iv) at the end thereof:
"(iv) On the first Business Day after receipt thereof
by the Borrower, and notwithstanding the provisions of Section
2.07(c)(i), (ii) or (iii), any Net Cash Proceeds received from
an Asset Disposition in connection with a Securitization
permitted by Section 7.05(iii) shall be applied in accordance
with the provisions of clauses second, third, fourth, fifth,
sixth, seventh, ninth, tenth, and twelfth of Section
2.07(c)(ii) in such order."
17. Section 2.07(b)(iii) of the Agreement is hereby amended by deleting the
parenthetical contained therein and inserting the following parenthetical:
"(or, (x) if such Collateral Deficiency exists solely
as a result of an exclusion of a designation by the Agent of
any Designated Ineligible Type of Railcar or Lease or as a
result of an exclusion of one or more Eligible Railcars
pursuant to clause (x) of the definition of "Excluded Assets
Amount", the second succeeding Settlement Date, or (y) if such
Collateral Deficiency exists solely as a result of a reduction
in the Borrowing Base caused solely by a reduction of the
percentage which then constituted the Advance Rate as
contemplated in Section 2.13, the sixth Settlement Date after
notice of such reduction is delivered to the Borrower)"
18. Section 2.07(c)(i) clause fifth of the Agreement is hereby amended by
inserting the parenthetical "(except for Aggregated Default Interest and accrued
and unpaid interest thereon)" immediately after the occurrence of the words
"accrued and unpaid interest".
19. Section 2.07(c)(i) clause eleventh of the Agreement is hereby amended
by inserting the phrase "and, thereafter, only if the outstanding Manager
Advances have been paid in full, then to the ratable payment of the unpaid
Aggregated Default Interest and any accrued and unpaid interest thereon" at the
end of such clause eleventh.
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20. Section 2.07(c)(ii) clause fifth of the Agreement is hereby amended by
inserting the parenthetical "(except for Aggregated Default Interest and accrued
and unpaid interest thereon)" immediately after the occurrence of the words
"accrued and unpaid interest".
21. Section 2.07(c)(ii) clause ninth of the Agreement is hereby amended by
inserting the phrase "and, thereafter, only if the aggregate outstanding amount
of all Loans has been paid in full, then to the ratable payment of the unpaid
Aggregated Default Interest and any accrued and unpaid interest thereon" at the
end of such clause ninth.
22. Section 2.07(c)(iii) clause fifth of the Agreement is hereby amended by
inserting the parenthetical "(except for Aggregated Default Interest and accrued
and unpaid interest thereon)" immediately after the occurrence of the words
"accrued and unpaid interest".
23. Section 2.07(c)(iii) clause seventh of the Agreement is hereby amended
by inserting the phrase "and, thereafter, only if the aggregate outstanding
amount of all Loans has been paid in full, then to the ratable payment of the
unpaid Aggregated Default Interest and any accrued and unpaid interest thereon"
at the end of such clause seventh.
24. Section 2.10 of the Agreement is amended by inserting the words
"(including without limitation in Section 2.01 (b))" after the words "otherwise
provided herein".
25. Section 6.01(f) of the Agreement is hereby amended by inserting the
following immediately at the end of the first sentence thereof:
",together with an executed and fully completed
officer's certificate substantially in the form of Exhibit M
hereto (if expenses are to be reimbursed to the Manager as
described in such certificate)."
26. Section 6.01(k) of the Agreement is hereby amended by replacing the
words "the Required Lenders" with the words "any Lender".
27. The first sentence of Section 6.10(a) of the Agreement is hereby
amended in its entirety to read as follows:
"Upon reasonable notice and during normal business
hours, each Facility Party will permit representatives
appointed by the Agent or any Lender (at the expense of the
Agent or such Lender, as applicable, except as set forth in
the proviso hereto), including independent accountants,
agents, employees, attorneys and appraisers, to visit, audit
and inspect its property and operations, including its books,
records, reports and other papers related to the Collateral or
to its accounts receivable and inventory, its facilities and
its other business assets, and to make photocopies or
photographs thereof and to write down and record any
information such representatives obtain and shall permit the
Agent or any Lender or such representatives to investigate and
verify the accuracy of information provided to the Agent or
Lenders and to discuss all such matters with the officers and
independent accountants and representatives of each Facility
Party; provided that (i) so long as no Event of Default or
Manager Event of Default has occurred and is continuing, the
Borrower shall pay the costs and expenses incurred in
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connection with one such audit or inspection a year conducted
at the request of the Agent or the Required Lenders and (ii)
if an Event of Default or a Manager Event of Default shall
have occurred and be continuing, the Borrower shall pay the
costs and expenses of any and all such inspections conducted
at the request of the Agent or the Required Lenders."
28. Section 6.14 of the Agreement is hereby amended in its entirety to read
as follows:
"SECTION 6.14 MANAGER. The Borrower acknowledges and
agrees that, subject to the provisions of the next sentence,
while any Obligation remains outstanding, TILC shall remain
the Manager. The Borrower, the Manager and the Agent further
agree that, upon the occurrence and continuance of an Event of
Default, a Manager Default or a Manager Event of Default and
as otherwise provided in the Management Documents, the Agent
(acting at the direction of the Required Lenders), without the
consent of any Facility Party, shall have the right to remove
the Manager, terminate any Management Document(s), appoint a
new Manager that is reasonably satisfactory to both the Agent
and the Required Lenders, in accordance with Section 8.04 of
the Management Agreement, and enter into new Management
Document(s) with such new Manager; provided that, as a
condition precedent to the Agent removing and replacing the
Manager, the Agent shall request from each of Moody's and S&P,
a determination whether, as a result of such removal or
replacement, it would cause the rating of the Notes to be
reduced or withdrawn."
29. Section 9.01(b) of the Agreement is hereby amended in its entirety to
read as follows:
"Out of Formula. A Collateral Deficiency shall exist
on any two consecutive Settlement Dates (after giving effect
to all Loans made pursuant to Section 2.01 and all amounts
applied to repay the Loans pursuant to Section 2.07(c) on each
such Settlement Date), unless (i) such Collateral Deficiency
exists solely as a result of a designation by the Agent of any
Designated Ineligible Type of Railcar or Lease or as a result
of an exclusion of one or more Eligible Railcars pursuant to
clause (ix) of the definition of "Excluded Asset Amount", in
which case such Collateral Deficiency shall exist on any three
consecutive Settlement Dates (after giving effect to all Loans
made pursuant to Section 2.01 and all amounts applied to repay
the Loans pursuant to Section 2.07(c) on each such Settlement
Date) or (ii) such Collateral Deficiency exists solely as a
result of a reduction in the Borrowing Base caused solely by a
reduction of the percentage which then constituted the Advance
Rate as contemplated in Section 2.13, in which case such
Collateral Deficiency shall exist on any six consecutive
Settlement Dates after the Agent delivers notice of the
percentage reduction to the Borrower (after giving effect to
all Loans made pursuant to Section 2.01 and all amounts
applied to repay the Loans pursuant to Section 2.07(c) on each
such Settlement Date)."
30. Section 9.01(d)(iii) of the Agreement is hereby amended by (i) deleting
the expressions "Article VII" and "or (d)(iii)" and (ii) by replacing the comma
after the expression (d)(i) with an "or".
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31. The preamble Section 11.03 of the Agreement is hereby amended in its
entirety to read as follows:
"Neither this Agreement nor any other Loan Document
nor any of the terms hereof or thereof may be amended,
changed, waived, discharged or terminated except, (a) in the
case of this Agreement, upon the Agent requesting from each of
Moody's and S&P a determination whether, as a result of any
such amendment (except for changes to the definition of
"Committed Amount," "Scheduled Payment Date" or the dates on
which payments are due pursuant to Section 2.06, or other
changes or agreements in respect of the subject matter herein
which are, in the judgment of the Agent, ministerial or
address mechanical matters not raising any substantive
credit-related concerns, including in respect of such
repayment and release matters associated with Asset
Dispositions under Section 7.05), it would cause the rating of
the Notes to be reduced or withdrawn, and (b) in the case of
this Agreement or any other Loan Document, pursuant to an
agreement or agreements or a consent or consents in writing
entered into by the Borrower, each other Facility Party which
is party thereto, the Required Lenders, and the Agent;
provided that the foregoing shall not restrict the ability of
the Required Lenders to waive any Event of Default prior to
the time the Agent shall have declared, or the Required
Lenders shall have requested the Agent to declare, the Loans
immediately due and payable pursuant to Article IX; provided,
however, that:"
32. Section 11.03(i)(A) of the Agreement is hereby amended by (i) deleting
the words "Final Maturity Date" occurring therein and replacing them with the
words "Termination Date" and (ii) deleting the words "Interim Maturity Date"
occurring therein and replacing them with the words "Scheduled Payment Date".
33. Schedule 1.01 of the Agreement is hereby amended in its entirety to
read as set forth in Schedule 1.01 hereto.
34. The Agreement is hereby amended by inserting an "Exhibit M" thereto
identical to Exhibit M hereto, and by making appropriate revisions to the Table
of Contents reflecting such insertion.
II. AMENDMENT TO OPERATION, MAINTENANCE, SERVICING AND
REMARKETING AGREEMENT
1. Section 8.02 of the Management Agreement is hereby amended by inserting
the following clause (i) immediately after clause (h) therein and by
re-lettering the remaining clauses:
"(i) If the senior unsecured and uncredit enhanced
long term debt rating of Trinity shall be downgraded to B3 or
below by Moody's or to B- or below by S&P."
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III. AMENDMENTS TO DEPOSITORY AGREEMENT
1. Section 2.01 of the Depository Agreement is hereby amended by inserting
the following immediately after the first occurrence of the words "The
Borrower":
"shall, or cause the Manager to, pay all Cash Flows and other
amounts payable by the Borrower under the Loan Documents directly into
the Collection Account and"
2. Section 3.01 of the Depository Agreement is hereby amended by inserting
and "Section 3.05" immediately following the occurrence of "Section 3.04".
3. Article III of the Depository Agreement is hereby amended by inserting
the following "Section 3.05" immediately after "Section 3.04" therein:
SECTION 3.05 ALLOCATIONS OF NET CASH PROCEEDS. The Depository
shall apply the amount of any Net Cash Proceeds held in the Collection
Account at the time and in the manner directed by the Agent (which
manner shall be in accordance with Section 2.07 of the Loan Agreement).
MISCELLANEOUS:
1. Effectiveness. This Amendment becomes effective on the date on which
the Agent has received executed signature pages of each party to this Amendment
(including each Lender).
2. Representations and Warranties. The Manager and the Borrower each
represent and warrant that its respective representations and warranties
contained in Article V of the Agreement are true and correct on and as of the
date of this Amendment as though made on and as of such date, except to the
extent that such representations and warranties expressly relate to an earlier
date.
3. Effect of Amendment. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
After this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to the Agreement shall be deemed to be
references to the Agreement as amended hereby.
4. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.
5. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York.
6. Section Headings. The various headings of this Amendment are included
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first written above.
TRINITY INDUSTRIES LEASING
COMPANY
By: __________________________________
Name:
Title:
TRINITY RAIL LEASING TRUST II
By: __________________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH
as Agent and as a Committed Lender
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
WILMINGTON TRUST COMPANY, in its
capacity as Depository
By: __________________________________
Name:
Title:
S-11
GRAMERCY CAPITAL CORPORATION, as a
Conduit Lender
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
GREENWICH FUNDING CORPORATION, as
a Conduit Lender
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
ALPINE SECURITIZATION CORP, as a
Conduit Lender
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
S-12
DRESDNER BANK AG, NEW YORK
BRANCH, as a Committed Lender
By: __________________________________
Name:
Title:
By: __________________________________
Name:
Title:
BEETHOVEN FUNDING CORPORATION, as
a Conduit Lender
By: __________________________________
Name:
Title:
S-13
SCHEDULE 1.01
LENDERS AND COMMITMENTS
Commitment Commitment Commitment
Lender Amount Percentage Date
------ ------ ---------- ----
Credit Suisse First Boston,
New York Branch $ 200,000,000 66.66667% June 27, 2002
Dresdner Bank AG, New
York Branch $ 100,000,000 33.33333% August 29, 2003
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Totals $ 300,000,000 100.0000%
Exhibit M
FORM OF OFFICER'S CERTIFICATE
Trinity Rail Leasing Trust II
2525 Stemmons Freeway
Dallas, Texas 75207
Attn: [NAME]
Ladies and Gentlemen:
Reference is made to that certain Warehouse Loan Agreement,
dated as of June 27, 2002 (as amended, supplemented, amended and restated or
otherwise modified in writing from time to time, the "Loan Agreement"), among
Trinity Industries Leasing Company (the "Manager"), Trinity Rail Leasing Trust
II (the "Company"), the banks and other lending institutions from time to time
party thereto (the "Lenders") and Credit Suisse First Boston, New York Branch,
as Agent for the Lenders (the "Agent"). Capitalized terms used but not defined
herein have the meaning set forth in the Loan Agreement.
This constitutes a certification of the following and is
related to expenses reimbursed to the Manager on [insert date] Settlement Date
pursuant to Section 5.01 of the Management Agreement and in accordance with
Section 2.07(c) of the Loan Agreement:
1. The funds being reimbursed to the Manager relate to
expenses that have been paid by or on behalf of the Company;
2. The referenced expenses were incurred and paid while the
railcars were funded in the Company;
3. The referenced expenses relate to eligible maintenance and
other expenses incurred in connection with the railcars funded in the Company as
described in the Loan Agreement;
4. The Manager has sufficient 3rd party invoices, related to
the referenced expenses being reimbursed (to the extent applicable), available
for the Agent's inspection should the Agent make such a request.
TRINITY RAIL LEASING TRUST II
By: _________________________
Name:
Title: