Trinity North American Rail Car, Inc., a corporation organized and existing under and by
virtue of the General Corporation law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous written consent of
its members, filed with the minutes of the Board, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Trinity North American Rail Car,
Inc. be amended by changing Article I thereof so that , as amended, said Article
shall read as follows: “Article I: The name of the corporation is Trinity North American Freight Car, Inc.”
SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given
unanimous written consent to said amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforementioned amendment was duly adopted in accordance with the applicable
provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Trinity North American Rail Car, Inc. has caused this certificate to
be signed by Michael G. Fortado, its Vice President and attested by James E. Perry, its Assistant
Secretary this 21st day of July, 2005.
Thrall Trinity Freight Car, Inc., a corporation organized and existing under and by virtue of
the General Corporation law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous written consent of
its members, filed with the minutes of the Board, adopted a resolution proposing and declaring
advisable the following amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Thrall Trinity Freight Car, Inc.
be amended by changing Article I thereof so that , as amended, said Article shall
read as follows:
“Article I: The name of the corporation is Trinity North American Rail Car, Inc.”
SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given
unanimous written consent to said amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforementioned amendment was duly adopted in accordance with the applicable
provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Thrall Trinity Freight Car, Inc. has caused this certificate to be
signed by Michael G. Fortado, its Vice President and attested by James E. Perry, its Assistant
Secretary this 21st day of July, 2005.
The name of the corporation is THRALL TRINITY FREIGHT CAR, INC.
ARTICLE II
Registered Office and Agent
The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
Purpose
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
ARTICLE IV
Authorized Capital Stock
The total number of shares of stock which the corporation shall have
authority to issue is Ten Thousand (10,000) shares of Common Stock, with a par
value of one dollar ($1.00) per share.
ARTICLE V
Sole Incorporator
The name and mailing address of the sole incorporator is:
THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 25th day of October, 2001.
