Amendment No. 8 to the Warehouse Loan Agreement

Execution Copy

AMENDMENT NO. 8 TO
WAREHOUSE LOAN AGREEMENT AND
RELATED DOCUMENTS

     AMENDMENT NO. 8 TO WAREHOUSE LOAN AGREEMENT AND RELATED DOCUMENTS, dated as of August 25, 2005 (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”), the LENDERS party hereto, and CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent for the Lenders (in such capacity, the “Agent). Capitalized terms used but not defined herein have the meaning set forth in the Warehouse Loan Agreement referred to below.

RECITALS:

     WHEREAS, 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 “Warehouse Loan Agreement”); and

     WHEREAS, the parties hereto desire to amend the Warehouse Loan 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:

PART I
AMENDMENTS

     SUBPART 1.1 Section 1.01 of the Warehouse Loan Agreement is hereby amended as set forth below.

               SUBPART 1.1.1 Clause (i) of the definition of “Excluded Assets Amount” is amended in its entirety to read as follows:

“(i) the amount by which (x) the Aggregate FMV of all Eligible Railcars which are either (A) not subject to a Lease or (B) subject to a Lease with respect to which payment obligations owed by the applicable Lessee, which in aggregate exceed more than 5 percent of the aggregate Monthly Rent then payable by such Lessee under such Lease, are more than 120 days past the stated due dates for such payment obligations, exceeds (y) 5 percent of the Aggregate FMV of all Eligible Railcars; plus”

               SUBPART 1.1.2 The definition of “Facility Margin” is amended in its entirety to read as follows:

“Facility Margin” means (i) at any time during the Availability Period, 85 basis points and (ii) thereafter, 85 basis points plus an additional 25 basis points for each period of three consecutive Interest Periods during which any Loan remains outstanding.

               SUBPART 1.1.3 The definition of “Revolving Termination Date” is amended in its entirety to read as follows:

“Revolving Termination Date” means the earlier of (i) August 25, 2007 or such later date to which the Revolving Termination Date may have been extended pursuant to Section 2.08, (ii) unless waived by the Required Lenders, the date upon which any Manager Event of Default shall occur or (iii) such earlier date upon which the Commitments shall have been terminated in their entirety in accordance with this Agreement.

     SUBPART 1.2 Clause (a) of Section 2.09 of the Warehouse Loan Agreement is hereby amended by deleting the number “40” contained in the first sentence thereof and inserting the number “30” in place thereof.

     SUBPART 1.3 Schedule A hereto is hereby substituted for Schedule A of the Warehouse Loan Agreement.

PART II
MISCELLANEOUS

     SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the Agent has received signature pages duly executed by each party to this Amendment (including each Lender).

     SUBPART 2.2 Representations and Warranties. The Manager and the Borrower each represent and warrant that its respective representations and warranties contained in Article V of the Warehouse Loan 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.

     SUBPART 2.3 Effect of Amendment. All provisions of the Warehouse Loan 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 Warehouse Loan Agreement (or in any other Transaction Document) to the Warehouse Loan Agreement shall be deemed to be references to the Warehouse Loan Agreement as amended hereby.

     SUBPART 2.4 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. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

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     SUBPART 2.5 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     SUBPART 2.6 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 Warehouse Loan 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:		/s/ Eric Marchetto
				Name: ERIC MARCHETTO
				Title: Vice President
		TRINITY RAIL LEASING TRUST II
		By:		/s/ Eric Marchetto
				Name: ERIC MARCHETTO
				Title: Vice President

		CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent and as a Committed Lender
		By:		/s/ Mark Golombeck
				Name: Mark Golombeck
				Title: Director
		By:		/s/ Anthony Giordano
				Name: ANTHONY GIORDANO
				Title: Director

		GRAMERCY CAPITAL CORPORATION, as a Conduit Lender
		By Credit Suisse, New York Branch, as attorney-in-fact
		By:		/s/ Joseph Soave
				Name: Joseph Soave
				Title: Director
		By:		/s/ Mark Lengel
				Name: MARK LENGEL
				Title: Director
		GREENWICH FUNDING CORPORATION, as a Conduit Lender
		By Credit Suisse, New York Branch, as attorney-in-fact
		By:		/s/ Joseph Soave
				Name: Joseph Soave
				Title: Director
		By:		/s/ Mark Lengel
				Name: MARK LENGEL
				Title: Director
		ALPINE SECURITIZATION CORP, as a Conduit Lender
		By Credit Suisse, New York Branch, as attorney-in-fact
		By:		/s/ Joseph Soave
				Name: Joseph Soave
				Title: Director
		By:		/s/ Mark Lengel
				Name: MARK LENGEL
				Title: Director

		DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender
		By:		/s/ David O. Taylor
				Name: David O. Taylor
				Title: Vice President
		By:		/s/ Brad Ellis
				Name: Brad Ellis
				Title: Vice President
		BEETHOVEN FUNDING CORPORATION, as a Conduit Lender
		By:		/s/ Matthew M. Dorr
				Name: Matthew M. Dorr
				Title: Vice President

		COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as a Committed Lender
		By :		/s/ Brett Deltino
				Name: Brett Deltino
				Title: Executive Director
		By:		/s/ Jacqueline L. Arambulo
				Name: Jacqueline L. Arambulo
				Title: Vice President
		NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender
		By:		/s/ Matthew M. Dorr
				Name: Matthew M. Dorr
				Title: Vice President

SCHEDULE A

Industry Concentration Chart

		II				III				IV
I		All Types				Tanker				Freight
Industry		of Railcars				Railcars				Railcars
Agriculture			25	%			25	%			15	%
Automotive			15	%
Chemical (non-petrochemical)			30	%*			30	%*
Coal			25	%
Lumber			15	%
Mining and Mineral			15	%
Paper and Packaging			15	%
Petrochemical			30	%*			30	%*			15	%
Petroleum			25	%			25	%
Steel			15	%
Transportation/ Intermodal			15	%