0000099780-14-000019 Sample Contracts

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PURCHASE AND SALE AGREEMENT (TRLT-II)
Purchase and Sale Agreement • February 20th, 2014 • Trinity Industries Inc • Railroad equipment • New York

This PURCHASE AND SALE AGREEMENT (TRLT-II), dated as of May 9, 2008, is among TRINITY RAIL LEASING VI LLC, a Delaware limited liability company (the “ Buyer ”), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the “ Seller ”) and TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (solely with respect to Sections 2.7 , 3.2 , 3.3 , 3.4 , 3.17(y) , 3.17(z) , 3.19 and 4.4 ) (“ TILC ”).

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 20th, 2014 • Trinity Industries Inc • Railroad equipment

WHEREAS, the Company has established the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan (“Plan”), and which Plan is made a part

CHANGE IN CONTROL AGREEMENT CLASS A-1
Change in Control Agreement • February 20th, 2014 • Trinity Industries Inc • Railroad equipment • Texas

This Change in Control Agreement (the “Agreement”) is entered into as of December 31, 2013, between Trinity Industries, Inc., a Delaware corporation (the “Company”) and _____________ (the “Executive”).

Contract
Deferred Compensation Plan and Agreement • February 20th, 2014 • Trinity Industries Inc • Railroad equipment

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 ”);

RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • February 20th, 2014 • Trinity Industries Inc • Railroad equipment

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between TRINITY INDUSTRIES, INC. (hereinafter called the “Company”) and (hereinafter called the “Grantee”);

TERM LOAN AGREEMENT dated as of May 9, 2008 among TRINITY RAIL LEASING VI LLC, THE COMMITTED LENDERS AND THE CONDUIT LENDERS
Term Loan Agreement • February 20th, 2014 • Trinity Industries Inc • Railroad equipment • New York

This Term Loan Agreement is dated as of May 9, 2008 and is among TRINITY RAIL LEASING VI LLC, a Delaware limited liability company (the “ Borrower ”), the committed lenders and the conduit lenders from time to time party hereto (each a “ Lender ” and collectively, the “ Lenders ”, as such terms are defined below), DVB BANK AG as Agent for the Lenders referred to herein (in such capacity, the “ Agent ”), and WILMINGTON TRUST COMPANY, in its capacity as Collateral Agent and Depositary for the Protected Parties referred to herein (in such capacity, the “ Collateral Agent ”).

RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • February 20th, 2014 • Trinity Industries Inc • Railroad equipment

THIS RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”), by and between TRINITY INDUSTRIES, INC. (hereinafter called the “Company”) and (hereinafter called the “Grantee”);

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