THE MEMBERSHIP INTERESTS REFERENCED HEREIN HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT
REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT
ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE
MANAGERS OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR THE SUBMISSION TO
THE MANAGERS OF THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO THE MANAGERS TO THE EFFECT THAT ANY
TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER. ADDITIONALLY, ANY SALE OR OTHER
TRANSFER OF MEMBERSHIP INTERESTS IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THIS
LIMITED LIABILITY COMPANY AGREEMENT.
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated the 31st day of December, 2006, is
hereby duly adopted as the limited liability company agreement of Trinity Parts & Components, LLC,
a Delaware limited liability company, by the Managers, and is hereby ratified, confirmed and
approved as such by the Member.
ARTICLE I
DEFINITIONS
1.1 Definitions. The following terms used in this Agreement shall have the following meanings
(unless otherwise expressly provided therein):
“Act”means the Delaware Limited Liability Company Act, as the same may be amended from time
to time.
“Agreement”means this Limited Liability Company Agreement of the Company as originally
adopted and as amended from time to time.
“Business Day”means a day other than a Saturday, Sunday, or other day that is a nationally
recognized holiday.
“Capital Contribution”means any contribution to the capital of the Company in cash or
property by the Member whenever made.
“Certificate”means the Certificate of Formation of the Company.
“Code”means the Internal Revenue Code of 1986, as amended.
“Company”means Trinity Parts & Components, LLC, a Delaware limited liability company.
“Fiscal Year”means the Company’s fiscal year, which shall be the calendar year.
“Majority”means, with respect to any referenced group of Managers, a combination of any of
such Managers constituting more than fifty percent (50%) of the number of Managers of such
referenced group who are then elected and qualified.
“Manager”means each person designated as a Manager on Exhibit A, attached hereto and
hereby made a part hereof, or any other Person or Persons that succeed such Person or Persons in
that capacity or are elected to act as additional Managers of the Company as Provided herein.
“Member”means Trinity Rail Group, LLC, a Delaware limited liability company.
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“Membership Interest”means the entire equity interest (or “limited liability company
interest”as that term is used in the Act) of the Member in the Company and all rights and
liabilities associated therewith, which shall be expressed as a percentage on Exhibit A.
“Person”means a natural person or any corporation, limited liability company, partnership,
limited partnership, joint venture, trust, estate, governmental entity or other entity.
1.2 Other Definitional Provisions. All terms used in this Agreement that are not defined in
this Article 1 have the meanings contained elsewhere in this Agreement. Defined terms used
herein in the singular shall import the plural and vice versa.
ARTICLE 2
FORMATION
2.1 Name and Formation. The name of the Company is “Trinity Parts & Components, LLC.” The
Company was formed as a limited liability company upon the issuance of the Certificate of Formation
to the Company from the Secretary of State of the State of Delaware pursuant to the Act.
2.2 Effective Date. This agreement will become effective as of 11:58 p.m. on December 31,2006.
2.3 Principal Place of Business. The principal office and place of business of the Company
are set forth on Exhibit A. The Company may locate its place of business and principal
office at any other place or places as the Managers may from time to time deem necessary or
advisable.
2.4 Registered Office and Agent. The registered office and registered agent of the Company
shall be the registered office and registered agent named in the Certificate and set forth on
Exhibit A. The Company may change the registered office and registered agent as the
Managers may from time to time deem necessary or advisable.
2.5 Duration. The period of duration of the Company is perpetual from the date its
Certificate was filed with the Secretary of State of Delaware with an effective date of 11:58 p.m.
on December 31, 2006, unless the Company is earlier dissolved in accordance with either the
provisions of this Agreement or the Act.
2.6 Purposes and Powers.
(a) The purpose for which the Company is organized is to transact any or all lawful business
for which limited liability companies may be organized under the Act.
(b) The Company shall have any and all powers that are necessary or desirable to carry out the
purposes and business of the Company, to the extent the same may be legally exercised by limited
liability companies under the Act. The Company shall carry out the foregoing activities pursuant
to the arrangements set forth in the Certificate of the Company and this Agreement.
2.7 Foreign Qualification. The Member shall cause the Company to comply, to the extent
legally possible, with all requirements necessary to qualify the Company as a foreign limited
liability company in each jurisdiction in which the Company conducts business. To the extent
required by law or as the Managers
determine is otherwise advisable, the Manager shall execute, acknowledge, swear to and deliver all
certificates and other instruments conforming with this Agreement that are necessary or appropriate
to
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qualify, continue and terminate the Company as a foreign limited liability company in all
jurisdictions in which the Company conducts business.
ARTICLE 3
RIGHTS AND DUTIES OF MANAGERS
3.1 Management. The powers of the Company shall be exercised by or under the authority of,
and the business and affairs of the Company shall be managed under, it’s designated Manager or
Managers. In addition to the powers and authorities expressly conferred by this Agreement upon the
Managers, the Managers may exercise all such powers of the Company and do all such lawful acts and
things as are not directed or required to be exercised or done by the Member by the Act or this
Agreement, including, but not limited to, contracting for or incurring debts, liabilities and other
obligations on behalf of the Company.
3.2 Number and Qualifications. The number of Managers of the Company shall not be less that
one (1) nor more than five (5), as may be determined by the Member from time to time, but no
decrease in the number of managers shall have the effect or shortening the term of any incumbent
Manager. Managers need not be residents of the State of Delaware. The Managers in their
discretion may elect a chairman of the Managers who shall preside at meeting of the Managers.
3.3 Election. At the first annual meeting of the Member and at each annual meeting
thereafter, the Member shall elect one or more Managers to hold office until the next succeeding
annual meeting. Unless removed in accordance with this Agreement, each Manager shall hold office
for the term for which such Person is elected and until such Person’s successor shall be elected
and qualified.
3.4 Vacancy. Any vacancy occurring for any reason in the number of Managers shall be filled
by the Member. A Manager elected to fill a vacancy shall be elected for the unexpired term of the
predecessor in office.
3.5 Removal. At a meeting called expressly for such purpose, all or any lesser number of
Managers may be removed at any time, with or without cause, by the Member.
3.6 Place of Meetings. All meetings of the Managers of the Company may be held either within
or outside the State of Delaware.
3.7 Annual Meetings. The annual meeting of Managers shall be held, without further notice,
immediately following the annual meeting of the Member, and at the same place, or at such other
time and place as shall be fixed with the consent in writing of all the Managers.
3.8 Regular Meetings. Regular meetings of the Managers may be held without notice at such
time and place either within or outside the State of Delaware as shall from time to time be
determined by the Managers.
3.9 Special Meetings. Special meetings of the Managers may be called by any Manager on three
(3) days’ notice to each Manager, either personally or by mail, telephone or by telecopy.
3.10 Quorum. At all meetings of the Managers, the presence of a Majority shall be necessary
and sufficient to constitute a quorum for the transaction of business unless a greater number is
required by law. At a meeting at which a quorum is present, that act of a Majority shall be the
act of the Managers, except as otherwise
provided by law or this Agreement. If a quorum shall not be present at any meeting of the
Managers,
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the Managers present at the meeting may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
3.11 Attendance and Waiver of Notice. Attendance of a Manager at any meeting shall constitute
a waiver of notice of such meeting, except where a Manager attends a meeting for the express
purpose of objecting to the transaction of any business on the ground that the meeting in not
lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Managers need be specified in the notice or waiver of notice of
such meeting.
3.12 Actions Without a Meeting and Telephone Meetings. Notwithstanding any provision
contained in this Article 3, all actions of the managers provided for therein may be taken
by written consent without a meeting, or any meeting thereof may be held by means of a conference
telephone. Any such action which may be taken by the Managers without a meeting shall be effective
only if the written consent or consents are in writing, set forth the action so taken, and are
signed by the Managers constituting not less than the minimum number of Managers that would be
necessary to take such action at a meeting at which all the Managers entitled to vote on the action
were present and voted.
3.13 Compensation. Managers, as such, shall not receive any stated salary for their services,
but shall receive such compensation for their services as may be from time to time agreed upon by
the Member. In addition, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Managers, provided that nothing contained in
the Agreement shall be construed to preclude any Manager from serving the Company in any other
capacity and receiving compensation for such service.
3.14 Officers. The Managers may, from time to time, designate one or more persons to be
officers of the Company. No officer need be a Member or a Manager. Any officers so designated
shall have such authority and perform such duties as the Managers may, from time to time, delegate
to them. The Managers may assign titles to particular officers, including, without limitation,
chairman, president, vice president, secretary, assistant secretary, treasurer, and assistant
treasurer. Each officer shall hold office until such person’s successor shall be duly designated
and shall qualify or until such person’s death or until such person shall resign or shall have been
removed in the manner hereinafter provided. Any number of offices may be held by the same person.
The salaries or other compensation, if any, of the officers and agents of the Company shall be
fixed from time to time by the managers. Any officer may be removed as such, either with or
without cause, by the Managers whenever in their judgment the best interests of the Company will be
served thereby. Any vacancy occurring in any office of the Company (other than Manager) may be
filled by the Managers.
3.15 Indemnification. The Managers shall be indemnified and held harmless by the Company,
including advancement of expenses, but only to the extent that the Company’s assets are sufficient
therefore, from and against all claims, liabilities, and expenses arising out of any management of
Company affairs, but excluding those caused by the gross negligence or willful misconduct of the
Manager, subject to all limitations and requirements imposed by the Act. These indemnification
rights are in addition to any rights that the Managers may have against third parties. THE
FOREGOING INDEMNIFICATION SPECIFICALLY INCLUDES THOSE CLAIMS THAT ARISE OUT OF THE INDEMNIFIED
PARTY’S SOLE, JOINT OR CONTRIBUTORY NEGLIGENCE, BUT SPECIFICALLY EXCLUDES THOSE CLAIMS THAT ARISE
OUT OF THE INDEMNIFIED PARTY’S WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE. THE INDEMNIFIED
PARTY WOULD NOT HAVE ENTERED THIS AGREEMENT IF NOT FOR THIS INDEMNIFICATION.
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ARTICLE 4
RIGHTS AND DUTIES OF THE MEMBER
4.1 Place of Meetings. All meetings of the Member shall be held at the principal office of
the Company or at such other place within or outside the State of Delaware as may be determined by
the Member and set forth in the respective notice or waivers of notice of such meeting.
4.2 Annual and Special Meetings. The annual and special meetings of the Member for the
election of Managers and the transaction of such other business as may properly come before the
meeting shall be held at such time and date as shall be designated by the Member from time to time.
4.3 Actions Without a Meeting. Notwithstanding any provision contained in this Article
4, all actions of the Member provided for herein may be taken by written consent without a
meeting. Any such action which maybe taken by the Member without a meeting shall be effective only
if the consent is in writing, sets forth the action so taken, and is signed by the Member.
4.4 Voting for Managers. Managers shall be elected by the Member.
4.5 Number. There shall be only one (1) Member of the Company, that being Trinity Rail Group,
LLC, a Delaware limited liability company, its successor or assignee.
ARTICLE 5
CAPITALIZATION
5.1 Capital Contributions.
(a) Upon the execution of this Agreement, the Member shall contribute cash or property to the
Company in the amount set forth as the Capital Contribution of such Member on Exhibit A
attached hereto. Such cash or property shall be the Capital Contribution of the Member and, upon
such contribution, the Member shall receive its Membership Interest.
(b) If at any time the Member determines that the Company has insufficient funds to carry out
the purposes of the Company, the Member may make additional contributions to the capital of the
Company.
(c) No Member shall be paid interest on any Capital Contribution.
5.2 Withdrawal or Reduction of Capital Contributions.
(a) The Member shall not receive out of the Company’s property any part of its Capital
Contribution until all liabilities of the Company have been paid or there remains property of the
Company sufficient to pay such liabilities.
(b) Except as may be otherwise specifically provided in this Agreement, the Member shall have
the right to withdraw all or any part of its Capital Contribution
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5.3 Liability of the Member. The Member shall not be liable for the debts, liabilities or
obligations of the Company beyond it Capital Contributions. The Member shall not be required to
contribute the capital of, or to loan any funds to, the Company.
ARTICLE 6
DISTRIBUTIONS
6.1 Distributions. Subject to Section 6.2, the Company shall make all distributions
as such times as determined by the Member.
6.2 Limitation Upon Distribution. No distribution shall be declared and paid unless, if after
the distribution is made, the value of assets of the Company would exceed the liabilities of the
Company, except liabilities to the Member on account of its Capital Contributions.
ARTICLE 7
BOOKS AND ACCOUNTS
7.1 Records and Reports. At the expense of the Company, the Managers shall maintain records
and accounts of all operations and expenditures of the Company.
7.2 Returns and Other Elections. The Managers shall cause the preparation and timely filing
of all tax returns required to be filed by the Company pursuant to the Code and all other tax
returns deemed necessary and required in each jurisdiction in which the Company does business.
Copies of such returns, or pertinent information therefrom, shall be furnished to the Member within
seventy-five (75) days after the end of each Fiscal Year of the Company. All elections permitted
to be made by the Company under federal or state laws shall be made by the Managers with the
consent of the Member.
ARTICLE 8
DISSOLUTION AND TERMINATION
8.1 Dissolution.
(a) The Company shall be dissolved upon the first of the following to occur:
(i) Upon the election to dissolve the Company by the Member.
(ii) Upon the death, retirement, resignation, expulsion, bankruptcy, legal incapacity or
dissolution of the Member, or the occurrence of any other event which terminates the continued
membership of the Member; or
(iii) The entry of a decree of judicial dissolution under the Act.
(b) Upon dissolution of the Company, the business and affairs of the Company shall terminate,
and
the assets of the Company shall be liquidated under this Article 8.
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(c) Dissolution of the Company shall be effective as of the day on which the event occurs
giving rise to the dissolution, but the Company shall not terminate until there has been a winding
up of the Company’s business and affairs, and the assets of the Company have been distributed as
provided in Section 8.2.
(d) Upon dissolution of the Company, the Managers may cause any part or all of the assets of
the Company to be sold in such manner as the Managers shall determine in an effort to obtain the
best prices for such assets; provided, however, that the Managers may distribute assets of the
Company in kind to the Member to the extent practicable.
8.2 Distribution of Assets Upon Dissolution. In settling accounts after dissolution, the
assets of the Company shall be paid in the following order:
(a) First, to creditors, in the order of priority as provided by applicable law, except those
to the Member on account of its Capital Contributions; and
(b) Second, any remainder shall be distributed to the Member.
8.3 Certificate of Cancellation. When all liabilities and obligations of the Company have
been paid or discharged, or adequate provision has been made therefore, and all of the remaining
property and assets of the Company have been distributed to the Member according to its respective
rights and interests, the Certificate of Cancellation shall be executed on behalf of the Company by
the Managers or the Member and shall be filed with the Secretary of State of Delaware, and the
Managers and the Member shall execute, acknowledge and file any and all other instruments necessary
or appropriate to reflect the dissolution and termination of the Company.
ARTICLE 9
TRANSFERS OF MEMBERSHIP INTERESTS
The Member may sell, assign or otherwise transfer all or any portion of the Member’s
Membership Interest at any time to any Person.
ARTICLE 10
MISCELLANEOUS PROVISIONS
10.1 Notices.
(a) All notifications, notices, demands or requests provided for, or permitted to be given,
pursuant to this Agreement must be in writing.
(b) All notification, notices, demands and requests to be sent to the Company or to any
Manager shall be deemed to have been given, unless explicitly stated otherwise, if sent by (i)
certified or registered mail, return receipt requested; (ii) Federal Express or other comparable
overnight courier with regular, daily service; (iii) hand delivery; or (iv) telecopy during Normal
business hours to the place of business of the recipient, addressed or telecopied, as the case may
be, to the Manager or the Company at the last known address
or telecopy number of such Person, or at such other address or telecopy number as that Manager may
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from time to time specify by written notice to the Company.
(c) All notice, notification, demands or requests so given shall be deemed given and received
(i) if mailed, seven (7) days after being deposited in the mail; (ii) if sent via overnight
courier, the next Business Day after the date marked for delivery; (iii) if hand delivered, the
next Business Day after being hand delivered, or (iv) if telecopied; the next Business Day after
being telecopied.
(d) The parties hereto and their respective successors and assigns shall have the right from
time to time and at any time during the term of this Agreement to change their respective
addresses, and each shall have the right to specify as its address any other address by giving to
the other parties at least thirty (30) days written notice thereof, in the manner prescribed in
Section 10.1(b); provided, however, that to be effective any such notice must be actually
received (as evidenced by a return receipt).
10.2 Application of Delaware Law. This Agreement and the application or interpretation
hereof, shall be governed exclusively by the laws of the State of Delaware, and specifically the
Act.
10.3 Headings and Sections. The headings in this Agreement are inserted for convenience only
and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of
this Agreement or any provision hereof. Unless the context requires otherwise, all references in
this Agreement to Sections or Articles shall be deemed to mean and refer to Sections or Articles of
this Agreement.
10.4 Amendments. Except as otherwise expressly set forth in this Agreement, this Agreement
may be amended, supplemented or restated only upon the written consent of the Member. Upon
obtaining the approval of any amendment to the Certificate, the Managers shall cause the
Certificate of Amendment in accordance with the Act to be prepared and such certificate of
Amendment shall be executed by at least one Manager and shall be filed in accordance with the Act.
10.5 Number and Gender. Where the context so indicates, the masculine shall include the
feminine, the neuter shall include the masculine and feminine, the singular shall include the
plural.
10.6 Binding Effect. Except as herein otherwise provided to the contrary, this Amendment
shall be binding upon and inure to the benefit of the Member, its distributees, heirs, legal
representatives, executors, administrators, successors and assigns.
10.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original and shall be binding upon the Member who executed the same, but
all of such counterparts shall constitute the same Agreement.
Remainder of Page Intentionally Left Blank
Signature Pages to Follow.
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IN WITNESS WHEREOF, the undersigned, being the Managers of the Company, have caused this
Agreement to be duly adopted by the Company on this 31st day of December,
2006.
The undersigned, being the sole Member of the Company, does hereby ratify, confirm and approve
the adoption of the Agreement as the limited liability company agreement of the Company, and does
hereby assume and agree to be bound by and to perform all of the terms and provisions set forth in
this Agreement on this 31st day of December, 2006.
TRINITY RAIL GROUP, LLC,
a Delaware limited liability company
