TRINITY INDUSTRIES INC
SECOND AMENDMENT TO THE CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17.2
<SEQUENCE>4
<FILENAME>d09606exv10w17w2.txt
<DESCRIPTION>SECOND AMENDMENT TO THE CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                 EXHIBIT 10.17.2

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         This Second Amendment to Credit Agreement (this "Second Amendment") is
executed effective as of September 26, 2003 (the "Effective Date"), by and among
Trinity Industries, Inc., a Delaware corporation (the "Borrower"), JPMorgan
Chase Bank, as the Administrative Agent (the "Administrative Agent"), and the
financial institutions parties hereto as Lenders (individually a "Lender" and
collectively the "Lenders").

                              W I T N E S S E T H:

     WHEREAS, the Borrower, the Administrative Agent, the Syndication Agents
and the Lenders are parties to that certain Credit Agreement dated as of June 4,
2002, as amended by that certain First Amendment to Credit Agreement dated as of
October 16, 2002 (as amended, the "Credit Agreement") (unless otherwise defined
herein, all terms used herein with their initial letter capitalized shall have
the meaning given such terms in the Credit Agreement); and

         WHEREAS, pursuant to the Credit Agreement, the Lenders have made Loans
to the Borrower; and

         WHEREAS, the Borrower has requested that the Lenders amend certain
terms of the Credit Agreement in certain respects; and

         WHEREAS, subject to the terms and conditions herein contained, the
Lenders party hereto have agreed to the Borrower's request.

         NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed, the
Borrower, the Administrative Agent and each Lender party hereto hereby agree as
follows:

         Section 1.        AMENDMENTS.  In reliance on the representations,
warranties, covenants and agreements contained in this Second Amendment, and
subject to the terms and conditions contained herein, the Credit Agreement is
hereby amended, effective as of the Effective Date, in the manner provided in
this Section 1.

                  1.1      ADDITIONAL DEFINITIONS. Section 1.01 of the Credit
Agreement is amended to add thereto in alphabetical order the definitions of
"Convertible Preferred Stock," "Equity Contribution," "ETC Indebtedness,"
"Second Amendment," "Second Amendment Closing Date" and "TILC Interest Coverage
Ratio" which shall read in full as follows:

                  "Convertible Preferred Stock" means the Borrower's 4.5% Series
B Redeemable Convertible Preferred Stock (a) containing the rights and
preferences set forth in the Certificate of Designations of Series B Redeemable
Convertible Preferred Stock of Trinity Industries, Inc. filed with the Secretary
of State of Delaware, and (b) issued pursuant to the Equity Contribution.

                  "Equity Contribution" means a cash contribution to the equity
capital of the Borrower in an aggregate gross amount equal to $60,000,000, such
contribution being made on June 25, 2003 in connection with the Borrower's
issuance of its Convertible Preferred Stock.

                                         1

<PAGE>

                  "ETC Indebtedness" means the Indebtedness evidenced by
Equipment Trust Certificate Financing (Series 12) in an aggregate amount not to
exceed $170,000,000, which Indebtedness is secured by leased rail equipment
pledged to a trustee acting on behalf of the holders of such Equipment Trust
Certificates.

                  "Second Amendment" means that certain Second Amendment to
Credit Agreement dated as of September 26, 2003, among the Borrower, the
Administrative Agent and the Lenders party thereto.

                  "Second Amendment Closing Date" means the date on which all
conditions precedent to the effectiveness of the Second Amendment shall have
been satisfied, which date shall be September 26, 2003.

                  "TILC Interest Coverage Ratio" means, on any day, the ratio of
(a) EBITDA derived from the assets pledged to (i) the TILC Conduit Indebtedness,
and (ii) the ETC Indebtedness for the Rolling Period ending on the then most
recent Quarterly Date to (b) cash interest payments made by the Borrower and its
Subsidiaries on a consolidated basis during such Rolling Period with respect to
the TILC Conduit Indebtedness and/or the ETC Indebtedness during such Rolling
Period.

                  1.2      AMENDMENT TO DEFINITIONS. The definitions of
"EBITDA," "Interest Coverage Ratio," "Leverage Ratio," "Loan Documents," "TILC
Conduit Indebtedness" and "Total Debt" set forth in Section 1.01 of the Credit
Agreement are amended to read in full as follows:

                  "EBITDA" means, as to any Person for any period, without
duplication, the amount equal to the following calculated for such Person and
its consolidated subsidiaries on a consolidated basis: net income determined in
accordance with GAAP, plus to the extent deducted from net income, the sum of
(a) Interest Expense, depreciation, amortization, income and franchise tax
expenses, plus (b) one-time cash charges in an aggregate amount not to exceed an
amount agreed to by the Lenders based upon existing facts and circumstances;
provided that non-recurring, non-cash gains or losses and/or extraordinary gains
or losses for any such period, including, but not limited to, gains or losses on
the disposition of assets (other than in connection with the sale of rail cars
from the lease fleet in the ordinary course of business) shall not be included
in EBITDA. EBITDA will be adjusted on a pro forma basis (determined in
accordance with GAAP) to give effect during applicable historical periods to
Permitted Acquisitions as if such Permitted Acquisitions had been made at the
beginning of the applicable period.

                  "Interest Coverage Ratio" means, on any day, the ratio of (a)
EBITDA (excluding any EBITDA for such Rolling Period derived from the assets
pledged to (i) the TILC Conduit Indebtedness, (ii) the ETC Indebtedness) for the
Rolling Period ending on the then most recent Quarterly Date less Capital
Expenditures (Non-Leasing Company) (excluding such Capital Expenditures
(Non-Leasing Company) financed with the proceeds of the Equity Contribution) for
such Rolling Period to (b) cash interest payments made by the Borrower and its
Subsidiaries on a consolidated basis during such Rolling Period, excluding any
such interest payments (as applicable) made with respect to the TILC Conduit
Indebtedness and/or the ETC Indebtedness during such Rolling Period.

                                         2

<PAGE>

                  "Leverage Ratio" means, on any day, the ratio of (a) Total
Debt of t he Borrower and its Subsidiaries on a consolidated basis as of the
date of determination to (b) EBITDA for the Rolling Period ending on the most
recent Quarterly Date as of the date of determination excluding EBITDA derived
from the assets pledged to (i) the TILC Conduit Indebtedness, and (ii) the ETC
Indebtedness, calculated on a pro forma basis.

                  "Loan Documents" means this Agreement, the First Amendment,
the Second Amendment, the Notes, the Subsidiary Guaranties, the Security
Instruments, the Intercreditor Agreement, the Letters of Credit, any Borrowing
Request, any Interest Election Request, any Assignment and Acceptance, the Fee
Letter, and all other agreements (including Hedging Agreements) relating to this
Agreement, the Loans, the Lender Indebtedness or the Collateral entered into
from time to time between or among the Borrower (or any or all of its
Subsidiaries) and the Administrative Agent or any Lender (or, with respect to
the Hedging Agreements, any Affiliates of any Lender), and any document
delivered by the Borrower or any of its Subsidiaries in connection with the
foregoing, as such documents, instruments or agreements may be amended, modified
or supplemented from time to time.

                  "TILC Conduit Indebtedness" means the Indebtedness created or
incurred after the date hereof (including Indebtedness pursuant to the warehouse
facility established by Credit Suisse First Boston, New York Branch and certain
other financial institutions, and any term out of such facility) in favor of a
wholly-owned special purpose subsidiary of TILC in an aggregate amount not to
exceed $600,000,000, such Indebtedness to be (i) used to finance a portion of
the lease fleet owned (or to be owned) by such subsidiary, (ii) secured by such
applicable railcars and associated underlying third party leases, and (iii)
non-recourse to the Borrower.

                  "Total Debt" means, for any period, all Indebtedness (other
than the TILC Conduit Indebtedness and the ETC Indebtedness) of the Borrower and
its Subsidiaries on a consolidated basis, excluding, without duplication, the
sum of (a) LC Exposure for such period plus (b) Existing LC Exposure for such
period.

                  1.3      AMENDMENT TO LETTER OF CREDIT SUBLIMIT. Sections
2.05(b) and 4.02(d) of the Credit Agreement are each amended by deleting the
references to "$100,000,000" in each such section and inserting in lieu thereof
a reference to "$150,000,000."

                  1.4      AMENDMENT TO PREPAYMENT OF LOANS. Section 2.11 of the
Credit Agreement is amended to add a new clause (f) thereto which shall read in
full as follows:

                           "(f) Notwithstanding anything to the contrary
                  contained in this Agreement or in any other Loan Document, on
                  or prior to the Second Amendment Closing Date, the Borrower
                  shall make a mandatory prepayment of the Term Loans in an
                  amount equal to $25,000,000, such prepayment to be applied on
                  a pro rata basis among the Term Lenders."

                  1.5      AMENDMENT TO INVESTMENT COVENANT. Section 7.04(f) of
the Credit Agreement is amended to read in full as follows:

                           "(f) investments existing on the Second Amendment
                  Closing Date and set forth in Schedule 7.04."

                                        3

<PAGE>

                  1.6      AMENDMENT TO RESTRICTED PAYMENTS COVENANT. Section
7.06 of the Credit Agreement is amended to read in full as follows:

                           "SECTION 7.06 RESTRICTED PAYMENTS. The Borrower will
                  not, and will not permit any of its Subsidiaries to, declare
                  or make, or agree to pay or make, directly or indirectly, any
                  Restricted Payment, except (a) the Borrower may declare and
                  pay dividends with respect to its capital stock payable solely
                  in additional shares of its common stock, (b) Subsidiaries may
                  declare and pay dividends ratably with respect to their
                  capital stock, (c) the Borrower may make Restricted Payments
                  pursuant to and in accordance with stock option plans or other
                  benefit plans for management or employees of the Borrower and
                  its Subsidiaries, including, without limitation, pursuant to
                  any severance packages for management or employees of the
                  Borrower and its Subsidiaries and approved by the Board of
                  Directors of the Borrower, (d) provided no Default has
                  occurred which is continuing, the Borrower may, for each
                  Fiscal Year, commencing with the Fiscal Year ending December
                  31, 2003, declare and pay dividends in an aggregate amount not
                  in excess of $15,000,000 (the "Dividend Basket"); provided,
                  that, in the event the ratings established by S&P and Moody's
                  for the Index Debt are increased to BBB- (stable)/Ba1 (stable)
                  or above, and for so long as such Index Debt remains at or
                  above such level or category with respect to both S&P and
                  Moody's (and further provided no Default has occurred which is
                  continuing), the Dividend Basket shall be increased to an
                  aggregate amount not in excess of $20,000,000 for any Fiscal
                  Year; provided, further that, in the event the ratings
                  established by S&P and Moody's for the Index Debt are
                  increased to BBB- (stable)/Baa3 (stable) or above, and for so
                  long as such Index Debt remains at or above such level or
                  category with respect to both S&P and Moody's (and further
                  provided no Default has occurred which is continuing), the
                  Dividend Basket shall be increased to an aggregate amount not
                  in excess of $35,000,000 for any Fiscal Year, and (e) provided
                  no Default has occurred which is continuing, the Borrower may,
                  for each Fiscal Year, commencing with the Fiscal Year ending
                  December 31, 2003, declare and pay dividends (in addition to
                  those contemplated by clause (d) of this definition) in
                  respect of its Convertible Preferred Stock in an aggregate
                  amount not in excess of $3,500,000 (the "CPS Dividend
                  Basket"); provided, that, in the event the Borrower elects (by
                  written notice to the Administrative Agent) to reduce the CPS
                  Dividend Basket, the Dividend Basket shall (subject to the
                  foregoing terms and conditions) increase (on a dollar for
                  dollar basis) by an aggregate amount equal to the lesser of
                  (i) the amount of the reduction to the CPS Dividend Basket,
                  and (b) $2,000,000."

                  1.7      AMENDMENTS TO FINANCIAL COVENANTS. Sections 7.09(a),
(b) and (d) of the Credit Agreement are amended to read in full as follows:

                           "(a)     The Borrower will not permit the Interest
                  Coverage Ratio to be less than the ratio for each Rolling
                  Period indicated below:

                                        4

<PAGE>
-------------------------------------------------------------------
                        Period                             Ratio
                        ------                             -----
-------------------------------------------------------------------
Rolling Period ending September 30, 2003               1.75 to 1.00
-------------------------------------------------------------------
Rolling Period ending December 31, 2003                2.25 to 1.00
-------------------------------------------------------------------
Rolling Period ending March 31, 2004                   2.25 to 1.00
-------------------------------------------------------------------
Each Rolling Period thereafter                         2.75 to 1.00
-------------------------------------------------------------------

                           (b)      The Borrower will not permit the Leverage
                  Ratio to be greater than the ratio for each Rolling Period
                  indicated below:

-------------------------------------------------------------------
                           Period                          Ratio
                           ------                          -----
-------------------------------------------------------------------
Rolling Period ending September 30, 2003               3.50 to 1.00
-------------------------------------------------------------------
Rolling Period ending December 31, 2003                3.00 to 1.00
-------------------------------------------------------------------
Each Rolling Period thereafter                         2.75 to 1.00
-------------------------------------------------------------------

                           (d)      The Borrower will not permit the Asset
                  Coverage Ratio to be less than 2.50 to 1.00 at any time."

                  1.8      ADDITIONAL FINANCIAL COVENANT. Section 7.09 of the
Credit Agreement is amended to add a new clause (e) thereto which shall read in
full as follows:

                           "(e)     The Borrower will not permit the TILC
                  Interest Coverage Ratio to be less than 1.50 to 1.00 for each
                  Rolling Period ending on and after September 30, 2003."

                  1.9      AMENDMENT TO EXHIBIT E AND SCHEDULE 7.04. Exhibit E
and Schedule 7.04 to the Credit Agreement are each hereby deleted in their
entirety and each replaced by Exhibit E and Schedule 7.04, respectively,
attached to this Second Amendment.

         Section  2.       EFFECTIVENESS OF AMENDMENT. This Second Amendment
shall be effective automatically and without the necessity of any further action
by the Administrative Agent, the Borrower or any Lender when counterparts hereof
have been executed by the Administrative Agent, the Borrower and the Required
Lenders, and all conditions to the effectiveness hereof set forth herein
(including, without limitation, the conditions set forth in Section 3 hereof)
have been satisfied.

         Section  3.       CLOSING DELIVERIES. Unless otherwise provided herein,
simultaneously with the execution and delivery hereof, and as a condition to the
effectiveness hereof, the Borrower shall deliver or pay to, or cause the
delivery or payment to, the Administrative Agent: (a) the prepayment on the Term
Loans due on or prior to the date hereof pursuant to Section 2.11(f) of the
Credit Agreement (after giving effect to this Second Amendment), (b) the
amendment fee due and payable in accordance with Section 4 hereof, (c) such
arrangement and other fees due and payable to the Administrative Agent and/or
its Affiliates (for their own account) pursuant to any separate agreement among
or between the Borrower, the Administrative Agent and its Affiliates, (d) the
fees and expenses of counsel to the Administrative

                                        5

<PAGE>
Agent due and payable in accordance with Section 5 hereof, and (e) such
certificates of Authorized Officers of the Borrower, certified copies of
resolutions of the Board of Directors of the Borrower, and such other documents,
instruments and agreements as the Administrative Agent shall require to evidence
the due authorization, execution and delivery of this Second Amendment and the
transactions contemplated hereby.

         Section 4.        AMENDMENT FEE. Upon execution of this Second
Amendment by the Required Lenders (any such Lender executing and delivering this
Second Amendment to the Administrative Agent prior to 5:00 p.m. (Dallas, Texas
time) on September 26, 2003, being referred to herein as an "Executing Lender"),
the Borrower shall pay to the Administrative Agent for the ratable benefit of
the Executing Lenders a fee in the aggregate amount of two-tenths of one percent
(.20%) of the aggregate Commitments of all Executing Lenders on the date hereof.
Such fee shall be distributed by the Administrative Agent ratably to each such
Executing Lender provided that such Executing Lender has executed and delivered
this Second Amendment to the Administrative Agent prior to 5:00 p.m. (Dallas,
Texas time) on September 26, 2003.

         Section  5.       LEGAL FEES. Upon execution of this Second Amendment
by the Required Lenders, the Borrower shall pay all reasonable fees and expenses
of counsel to the Administrative Agent incurred by the Administrative Agent in
connection with this Second Amendment and all related documents and
transactions.

         Section  6.       REPRESENTATIONS AND WARRANTIES OF THE BORROWER. To
induce the Lenders and the Administrative Agent to enter into this Second
Amendment, the Borrower hereby represents and warrants to the Administrative
Agent and the Lenders as follows:

                  6.1      REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each
representation and warranty of the Borrower contained in the Credit Agreement
and the other Loan Documents is true and correct on the date hereof after giving
effect to the amendments set forth in Section 1 hereof.

                  6.2      DUE AUTHORIZATION, NO CONFLICTS. The execution,
delivery and performance by the Borrower of this Second Amendment are within the
Borrower's corporate powers, have been duly authorized by necessary action,
require no action by or in respect of, or filing with, any governmental body,
agency or official and do not violate or constitute a default under any
provision of applicable law or any material agreement binding upon the Borrower
or its Subsidiaries, or result in the creation or imposition of any Lien upon
any of the assets of the Borrower or its Subsidiaries except for Permitted
Encumbrances.

                  6.3      VALIDITY AND BINDING EFFECT. This Second Amendment
constitutes the valid and binding obligations of the Borrower enforceable in
accordance with its terms, except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditor's rights
generally, and (b) the availability of equitable remedies may be limited by
equitable principles of general application.


                                        6

<PAGE>
                  6.4      NO DEFENSES. The Borrower has no defenses to payment,
counterclaim or rights of set-off with respect to the indebtedness, obligations
and liabilities of the Borrower under the Loan Documents existing on the date
hereof.

                  6.5      ABSENCE OF DEFAULTS. After giving effect to the
amendments set forth in Section 1 hereof, neither a Default nor an Event of
Default has occurred which is continuing.

         Section 7.        MISCELLANEOUS.

                  7.1      REAFFIRMATION OF LOAN DOCUMENTS. Any and all of the
terms and provisions of the Credit Agreement and the other Loan Documents shall,
except as amended and modified hereby, remain in full force and effect. The
Borrower hereby agrees that the amendments and modifications herein contained
shall in no manner adversely affect or impair the indebtedness, obligations and
liabilities of the Borrower under the Loan Documents.

                  7.2      PARTIES IN INTEREST. All of the terms and provisions
of this Second Amendment shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns.

                  7.3      COUNTERPARTS. This Second Amendment may be executed
in counterparts, and all parties need not execute the same counterpart; however,
no party shall be bound by this Second Amendment until counterparts hereof have
been executed by the Borrower and the Required Lenders. Facsimiles shall be
effective as originals.

                  7.4      COMPLETE AGREEMENT. THIS SECOND AMENDMENT, THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.

                  7.5      HEADINGS. The headings, captions and arrangements
used in this Second Amendment are, unless specified otherwise, for convenience
only and shall not be deemed to limit, amplify or modify the terms of this
Second Amendment, nor affect the meaning thereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed by their respective Authorized Officers on the
date and year first above written.

                            [Signature Pages Follow]

                                        7

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    TRINITY INDUSTRIES, INC.

                                    By: /s/ S. Theis Rice
                                        S. Theis Rice,
                                        Vice President, Legal Affairs

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                              JPMORGAN CHASE BANK, as a Revolving
                              Lender, a Term Lender and as Administrative Agent

                              By: /s/ Michael J. Lister
                                  Michael J. Lister,
                                  Vice President

                                [Signature Page]
<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    DRESDNER BANK AG, NEW YORK AND
                                    GRAND CAYMAN BRANCHES, as a Revolving Lender

                                    By: /s/ Deborah Carlson
                                    Name: Deborah Carlson
                                    Title: Director

                                    By: /s/ Stephen Kovach
                                    Name: Stephen Kovach
                                    Title:   Vice President

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    THE ROYAL BANK OF SCOTLAND PLC, as a
                                    Revolving Lender

                                    By: /s/ David Apps
                                    Name: David Apps
                                    Title:   Senior Vice President

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    BANK ONE, NA, as a Revolving Lender

                                    By: /s/ Randall Taylor
                                    Name: Randall Taylor
                                    Title: Managing Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    THE BANK OF TOKYO - MITSUBISHI, LTD.,
                                    as a Revolving Lender

                                    By: /s/ D. Barnell
                                    Name: D. Barnell
                                    Title: Vice President

                                    By: /s/ J. Mearns
                                    Name: J. Mearns
                                    Title: Vice President and Manager

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    WACHOVIA BANK, N.A., as a Revolving Lender
                                    and a Term Lender

                                    By: /s/ Frederick E. Blumer
                                    Name: Frederick E. Blumer
                                    Title: Vice President

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    BNP PARIBAS, as a Revolving Lender

                                    By: /s/ Jeff Tebeaux
                                    Name: Jeff Tebeaux
                                    Title: Vice President

                                    By: /s/ Henry F. Setina
                                    Name: Henry F. Setina
                                    Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    CREDIT SUISSE FIRST BOSTON, CAYMAN
                                    ISLANDS BRANCH, as a Revolving Lender

                                    By: /s/ Karl Studer
                                    Name: Karl Studer
                                    Title: Director

                                    By: /s/ Erik Boehmer
                                    Name: Erik Boehmer
                                    Title: Assistant Vice President

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                                    THE BANK OF NOVA SCOTIA, as a Revolving
                                    Lender

                                    By: /s/ Chris J. Allen
                                    Name: Chris J. Allen
                                    Title: Managing Director & Office Head

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    Landmark CDO Limited
                                    By: Aladdin Capital Management LLC
                                        As Manager

                                        By: /s/  Joesph Moroney, CFA
                                        Name: Joesph Moroney, CFA
                                        Title: Authorized Signatory

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    Landmark II CDO Limited
                                    By:      Aladdin Capital Management LLC
                                             As Manager

                                             By: /s/  Joesph Moroney, CFA
                                             Name: Joesph Moroney, CFA
                                             Title: Authorized Signatory

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    AMMC CDO I, LIMITED
                                    By:      American Money Management Corp.,
                                             as Collateral Manager

                                             By: /s/  David P. Meyer
                                             Name: David P. Meyer
                                             Title: Vice President

                                [Signature Page]
<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    AMMC CDO II, LIMITED
                                    By: American Money Management Corp.,
                                        as Collateral Manager

                                         By: /s/  David P. Meyer
                                         Name: David P. Meyer
                                         Title: Vice President

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    Gallatin Funding I Ltd.
                                    By: Bear Stearns Asset Management Inc.
                                        as its Collateral Manager

                                        By: /s/ Jonathan Berg
                                        Name: Jonathan Berg
                                        Title: Vice President

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    Atrium CDO

                                    By: /s/  David H. Lerner
                                    Name: David H. Lerner
                                    Title: Authorized Signatory

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    CSAMI

                                    By: /s/  David H. Lerner
                                    Name: David H. Lerner
                                    Title: Authorized Signatory

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    CSAMII

                                    By: /s/  David H. Lerner
                                    Name: David H. Lerner
                                    Title: Authorized Signatory

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             First Dominion Funding I

                                             By: /s/  David H. Lerner
                                             Name: David H. Lerner
                                             Title: Authorized Signatory

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             First Dominion Funding II

                                             By: /s/  David H. Lerner
                                             Name: David H. Lerner
                                             Title: Authorized Signatory

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                       Franklin CLO I, Limited
                                       Franklin CLO II, Limited
                                       Franklin CLO III, Limited
                                       Franklin Floating Rate Trust
                                       Franklin Floating Rate Master Serioes
                                       Franklin Floating Rate Daily Access Fund

                                       By: /s/  Richard Hsu
                                       Name: Richard Hsu
                                       Title: Asst. Vice President

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                    INDOSUEZ CAPITAL FUNDING VI, LIMITED
                                    By: Indosuez Capital as Collateral Manager

                                    By: /s/  Charles Kobayashi
                                    Name: Charles Kobayashi
                                    Title: Principal and Portfolio Manager

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             ARCHIMEDES FUNDING III. LTD.
                                             By: ING Capital Advisors LLC,
                                                 as Collateral Manager

                                             By: /s/  Steven Gorsk
                                             Name: Steven Gorsk
                                             Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                          ARCHIMEDES FUNDING IV (CAYMAN), LTD..
                                          By: ING Capital Advisors LLC,
                                              as Collateral Manager

                                              By: /s/  Steven Gorsk
                                              Name: Steven Gorsk
                                              Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             BALANCED HIGH-YIELD FUND II, LTD.
                                             By: ING Capital Advisors LLC,
                                                 as Asset Manager

                                                 By: /s/  Steven Gorsk
                                                 Name: Stevn Gorsk
                                                 Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

      The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             ENDURANCE CLO I, LTD.
                                             C/o  ING Capital Advisors LLC,
                                                  as Portfolio Manager

                                                  By: /s/  Steven Gorsk
                                                  Name: Steven Gorsk
                                                  Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             ORYX CLO, LTD.
                                             By:  ING Capital Advisors LLC,
                                                  as Collateral Manager

                                                  By: /s/ Steven Gorsk
                                                  Name: Steven Gorsk
                                                  Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             NEMEAN CLO, LTD.
                                             By: ING Capital Advisors LLC,
                                                 as Investment Manager

                                                By: /s/ Steven Gorsk
                                                Name: Steven Gorsk
                                                Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             SEQUILS-ING I (HBDGM), LTD.
                                             By: ING Capital Advisors LLC,
                                                 as Collateral Manager

                                                 By: /s/ Steven Gorsk
                                                 Name: Steven Gorsk
                                                 Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                        /s/ James Dingler

                                        Madison Avenue CDO IV, Limited
                                        By Metropolitan Life Insurance Company,
                                           as Collateral Manager
                                        Name: James Dingler
                                        Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                         /s/  James Dingler

                                         By Metropolitan Life Insurance Company
                                         Name: James Dingler
                                         Title: Director

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             Clydesdale CLO 2001-1, Ltd.

                                             By: /s/  Richard W. Stewart
                                             Name: Richard W. Stewart
                                             Title: Managing Director

                                             Nomura Corporate Research
                                             and Asset Management Inc.
                                                       as
                                                Collateral Manager

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                             Nomura Bond Loan

                                             By: /s/  Richard W. Stewart
                                             Name: Richard W. Stewart
                                             Title: Managing Director

                                             By: UFJ Trust Bank Limited
                                                 as Trustee
                                             By: Nomura Corporate Research and
                                                 Asset Management Inc.
                                                 Attorney in Fact

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                         Octagon Investment Partners III, Ltd.
                                         By: Octagon Credit Investors, LLC
                                             as Portfolio Manager

                                             By: /s/  Michael B. Nechamkin
                                             Name: Steven Gorsk
                                             Title: Portfolio Manager

                                [Signature Page]

<PAGE>

                                 SIGNATURE PAGE
                                       TO
                      SECOND AMENDMENT TO CREDIT AGREEMENT
                                  BY AND AMONG
                            TRINITY INDUSTRIES, INC.,
                  JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
            AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS

                       CONSENT OF ADDITIONAL TERM LENDERS

         The undersigned Term Lenders hereby consent and agree to this Second
Amendment to Credit Agreement.

                                          Protective Life Insurance Company

                                             By: /s/  Diane S. Griswold
                                             Name: Diane S. Griswold
                                             Title: AVP

                                [Signature Page]

<PAGE>

                                                                       EXHIBIT E

                                    [FORM OF]
                             COMPLIANCE CERTIFICATE

                              _____________, 200__

JPMorgan Chase Bank, as Administrative Agent
2200 Ross Avenue, 3rd Floor
Dallas, Texas  75201
Attention: Mike Lister

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of June 4, 2002 (as
amended, restated, supplemented or otherwise modified and in effect from time to
time, the "Credit Agreement"), by and among Trinity Industries, Inc., a Delaware
corporation ("Borrower"), the Lenders named therein, JPMorgan Chase Bank, as
Administrative Agent to the Lenders ("Administrative Agent"), and the other
Agents named therein. Capitalized terms used herein without definition and which
are defined in the Credit Agreement shall have the respective meanings assigned
to such terms in the Credit Agreement.

Pursuant to Section 6.01(c) of the Credit Agreement, the undersigned Financial
Officer of Borrower hereby certifies to Administrative Agent as follows: (a) the
information furnished in the calculations attached hereto was true and correct
as of the last day of the Fiscal [Year] [Quarter] ended _____________; (b) as of
the date of this Compliance Certificate, there exists no Default or Event of
Default or condition which would, with either or both the giving of notice or
the lapse of time, result in a Default of an Event of Default; and (c) the
financial statements delivered herewith were prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
prior periods.

IN WITNESS WHEREOF, the undersigned officer has executed this Compliance
Certificate as of the date first written above.

                                             TRINITY INDUSTRIES, INC.

                                             By: ______________________________

                                             Name: ____________________________

                                             Title: ___________________________

                                  Exhibit E-1

<PAGE>

                        COMPLIANCE CERTIFICATE WORKSHEET

1.       MINIMUM INTEREST COVERAGE RATIO - SECTION 7.09(a)

         (a)      consolidated net income                         $____________

         (b)      to the extent deducted in the calculation of    $____________
                  consolidated net income, Interest Expense

         (c)      to the extent deducted in the calculation of    $____________
                  consolidated net income, depreciation and
                  amortization

         (d)      to the extent deducted in the calculation of    $____________
                  consolidated net income, income and
                  franchise tax expenses

         (e)      to the extent deducted in the calculation of    $____________
                  consolidated net income, one-time cash
                  charges not to exceed an amount agreed to by
                  the Lenders

         (f)      to the extent deducted in the calculation of    $____________
                  consolidated net income, $ non-recurring,
                  non-cash gains or losses and/or
                  extraordinary gains or losses, including,
                  but not limited to, gains or losses on the
                  disposition of assets (other than in
                  connection with the sale of rail cars from
                  the lease fleet in the ordinary course of
                  business)

         (g)      EBITDA (the sum of items (a), (b), (c), (d)     $____________
                  and (e) above, minus item (f) above)

         (h)      EBITDA derived from the assets pledged to       $____________
                  the TILC Conduit Indebtedness and the ETC
                  Indebtedness

         (i)      Capital Expenditures (Non-Leasing Company)      $____________
                  (excluding such expenditures $ financed with
                  the proceeds of the Equity Contribution,
                  which such expenditures, as of the date
                  hereof, aggregate $_________)

         (j)      cash interest payments (excluding such          $____________
                  payments made with respect to $ the TILC
                  Conduit Indebtedness and the ETC
                  Indebtedness)

         (k)      Interest Coverage Ratio (item (g) above less     _____ to 1.00
                  items (h) and (i) above to divided by item
                  (j) above)

         (l)      Minimum Interest Coverage Ratio (from            _____ to 1.00
                  Section 7.09(a))

2.       MAXIMUM LEVERAGE RATIO - SECTION 7.09(b)

         (a)      Indebtedness (other than the TILC Conduit       $____________
                  Indebtedness and the ETC Indebtedness)

                                  Exhibit E-2

<PAGE>

         (b)      LC Exposure                                     $____________

         (c)      Total Debt (item (a) above minus item (b)       $____________
                  above)

         (d)      EBITDA (from item 1(g) above) less item 1(h)    $____________
                  above

         (e)      Leverage Ratio (item (c) above divided by        ____ to 1.00
                  item (d) above)

         (f)      Maximum Leverage Ratio (from Section 7.09(b))    ____ to 1.00

3.       MINIMUM NET WORTH - SECTION 7.09(c)

         (a)      Amount from Section 7.09(c)(i) of the Credit    $ 800,000,000
                  Agreement

         (b)      cumulative consolidated net income              $____________

         (c)      50% of item (b) above                           $____________

         (d)      100% of net cash proceeds from the issuance     $____________
                  of Equity

         (e)      Consolidated Net Worth                          $____________

         (f)      Minimum Consolidated Net Worth (the sum of      $____________
                  items (a), (c) and (d) above)

4.       MINIMUM ASSET COVERAGE RATIO - SECTION 7.09(d)

         (a)      Book Value of accounts receivable (net of       $____________
                  applicable reserves)

         (b)      Book Value of inventory (net of applicable      $____________
                  reserves)

         (c)      Book Value of property, plant and equipment     $____________
                  (net)

         (d)      Asset Value (the sum of items (a), (b) and      $____________
                  (c) above)

         (e)      Aggregate Credit Exposure                       $____________

         (f)      Existing LC Exposure                            $____________

         (g)      Asset Coverage Ratio (item (d) above divided     ____ to 1.00
                  by the sum of items (e) and (f) above)

         (h)      Minimum Asset Coverage Ratio                     2.50 to 1.00

5.       MINIMUM TILC INTEREST COVERAGE RATIO - SECTION 7.09(e)

         (a)      EBITDA derived from the assets pledged to       $____________
                  the TILC Conduit Indebtedness $ and the ETC
                  Indebtedness

                                  Exhibit E-3

<PAGE>

         (b)      cash interest payments made with respect to     $_____________
                  the TILC Conduit Indebtedness and the ETC
                  Indebtedness

         (c)      TILC Interest Coverage Ratio (item (a) above     _____ to 1.00
                  divided by item (b) above)

        (d)       Minimum TILC Interest Coverage Ratio (from        1.50 to 1.00
                  Section 7.09(e))

6.       CAPITAL EXPENDITURES -SECTION 7.11

         (a)      Capital Expenditures (Leasing Company)          $_____________

         (b)      Maximum Capital Expenditures (Leasing           $  150,000,000
                  Company) per Fiscal Year (from Section 7.11)

                                   Exhibit E-4

<PAGE>

                                  SCHEDULE 7.04

                              EXISTING INVESTMENTS

<TABLE>
<CAPTION>
                                                  REMAINING
                                                  INVESTMENT
COMPANY                           INTEREST        COMMITMENT
-------                           --------        ----------
<S>                               <C>             <C>
Transport Capital                  17.0%             $ -0-
American Made                       48.3               1.7 mil
Communispace                         3.0               -0-
Townsend Tarnell                     3.5               -0-
GoFigure Technologies               27.0               -0-
Vellis Knowledge                    25.0               -0-
EPCAD                               25.0               -0-
7th View                            21.0               -0-
Q-Hire                              15.0               -0-
Media Truck                         10.0               -0-
Alpha Biosystems                    17.0               -0-
Knowledge 2 Share                   50.0               -0-
e-World Freight                      5.0               -0-
Iktan                                1.0               -0-
WorldO.com                           5.0               -0-
Starguide Digital                    1.0               -0-
Hybrigen                             2.0               -0-
Point to Point                      10.0               -0-
                                                     -----
TOTAL                                                $ 1.7 MIL
                                                     =====
</TABLE>

                                Schedule 7.04 - 1

</TEXT>
</DOCUMENT>
