Thrall Car Management Co Inc, et al. – ‘SC 13D/A’ on 11/5/01 re: Trinity Industries Inc – EX-4

On:  Monday, 11/5/01   ·   Accession #:  930661-1-502191   ·   File #:  5-20249

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          20     63K 
                          Ownership                                              
 2: EX-1        Joint Filing Agreement                                 1      7K 
 3: EX-3        Stockholder's Agreement                               27     90K 
 4: EX-4        Registration Rights Agreement                         18     69K 

EX-4   —   Registration Rights Agreement
Exhibit Table of Contents

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                                                                   EXHIBIT 4
                                                                   ---------

 REGISTRATION RIGHTS AGREEMENT

   This Registration Rights Agreement (this "Agreement") dated as of
October 26, 2001, is made by and between Trinity Industries, Inc., a Delaware   
corporation ("Parent"), and Thrall Car Management Company, Inc., a Delaware     
corporation ("Newco").                                                          

         WHEREAS, Parent, Newco, TCMC Acquisition Corp., an Illinois corporation
("Merger Sub"), and Thrall Car Manufacturing Company, an Illinois corporation   
and wholly owned subsidiary of Newco ("Company"), have entered into an Agreement
and Plan of Merger dated as of August 13, 2001 (the "Merger Agreement"),        
pursuant to which Merger Sub will merge with and into Company, with Company     
becoming a wholly owned subsidiary of Parent;                                   

     WHEREAS, pursuant to the Merger Agreement, Newco will acquire Seven
Million One Hundred Fifty Thousand (7,150,000) shares (collectively, the        
"Shares") of Parent's common stock, $1.00 par value per share ("Common Stock"); 
and                                                                             

      WHEREAS, Parent wishes to grant to Newco certain registration rights
with respect to the Shares;                                                     

 NOW, THEREFORE, in consideration of the premises and the mutual
premises, representations, warranties and covenants hereinafter set forth, the  
parties hereto, intending to be legally bound, agree as follows:                

 ARTICLE 1
 DEFINITIONS

       For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Article 1:                                     
---------     

"Agreement" is defined in the preamble of this Agreement.     

        "Business Day" means any day except a Saturday, Sunday or other day in
which commercial banks in Dallas, Texas are closed.                             

"Common Stock" is defined in the recitals to this Agreement.  

"Demand Registration" is defined in Section 2.1.              
                     -----------

       "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor law, and regulations and rules issued pursuant to that Act or  
any successor law, all as the same shall be in effect at the time.              

"Holder Indemnitees" is defined in Section 2.7.               
                   -----------

         "Holders" means (i) Newco and (ii) any valid transferee of Shares under
the Stockholder's Agreement dated the date hereof between Parent and Newco from 
Newco or from a Holder described in this subparagraph (ii).                     

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"Indemnified Party" is defined in Section 2.7.                
                 -----------

"Indemnifying Party" is defined in Section 2.7.               
                   -----------

"Losses" is defined in Section 2.7.                           
-----------     

  "Merger Agreement" is defined in the recitals to this Agreement.

"Merger Sub" is defined in the recitals to this Agreement.    

"Newco" is defined in the preamble to this Agreement.         

"Newco Indemnitees" is defined in Section 2.7.                
                 -----------

"Notice" is defined in Section 2.1.                           
-----------     

"Parent" is defined in the preamble to this Agreement.        

"Participating Holders" means the Holders offering Registrable
Securities for sale pursuant to a Demand Registration or a Piggy-Back           
Registration.                                                                   

"Piggy-Back Registration" is defined in Section 2.2.          
                             -----------

      "Qualified Selling Stockholders" means (i) the Participating Holders
and (ii) any other Selling Stockholder (or group of Selling Stockholders whose  
rights to participate in a Piggy-Back Registration arise out of a single        
agreement with Parent) that owns at least the same number of shares of          
then-outstanding Common Stock as the Holders.                                   

         "Registrable Securities" means (i) the Shares and (ii) any Common Stock
issued or issuable at any time or from time to time in respect of the Shares or 
the Common Stock described in this subparagraph (ii) upon a stock split, stock  
dividend, recapitalization or other similar event involving Parent.             

   The terms "register," "registered", and "registration" refer to a
registration effected by preparing and filing a registration statement in       
compliance with the Securities Act, and the declaration or ordering by the SEC  
of the effectiveness of such registration statement.                            

        "Registration Expenses" means all expenses of registration, other than
Selling Expenses, incurred by Parent in complying with Sections 2.1 and 2.2     
                                                  ------------     ---
hereof, including, without limitation, all registration, qualification and      
filing fees, exchange listing fees, printing expenses, escrow fees and          
disbursements of counsel for Parent, fees and expenses with respect to blue sky 
or other state securities laws and the expense of any special audits incident to
or required by any such registration and amendments or supplements in connection
therewith.                                                                      

"Request" is defined in Section 2.1.                          
-----------   

        "Restricted Securities" has the meaning given to such term in Rule 144
promulgated under the Securities Act.                                           

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         "SEC" means the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act.                            

       "Securities Act" means the Securities Act of 1933, as amended, or any
successor law and the regulations and rules issued pursuant to that Act or any  
successor law, all as the same shall be in effect at the time.                  

"Selling Expenses" means the underwriting discounts, selling  
commissions and stock transfer taxes applicable to the Registrable Securities   
registered by a Holder and all fees and expenses of counsel and any accountants 
for such Holder.                                                                

  "Selling Stockholders" means the stockholders of Parent offering
securities for sale pursuant to a Demand Registration or a Piggy-Back           
Registration.                                                                   

"Shares" is defined in the recitals to this Agreement.        

     "Underwritten Public Offering" means a public offering in which the
Common Stock is offered and sold on a firm commitment basis through one or more 
underwriters, all pursuant to an underwriting agreement between Parent and/or   
one or more stockholders of Parent and such underwriter(s).                     

 ARTICLE 2
 REGISTRATION RIGHTS

2.1      Requested Registration.                                                
----------------------                                        

               (a) Subject to the terms hereof (and except as otherwise provided
      in Section 2.11), at any time and from time to time after the second
------------                                            
     anniversary of the date of this Agreement, the Holder(s) may make a
written request (the "Request") that Parent register under the
      Securities Act on Form S-3 (or if Parent is not eligible to use Form
      S-3, then Form S-1 or Form S-2), or any similar form then in effect,
         all or any portion of the Registrable Securities held by the Holders (a
     "Demand Registration"). The Request shall (i) specify the number of
         shares of Registrable Securities intended to be offered and sold (which
amount shall be no less than Two Million Five Hundred Thousand
         (2,500,000) shares of Common Stock), (ii) express the present intention
    of the Holders participating in such request to offer or cause the
     offering of such Registrable Securities for distribution, and (iii)
       describe the nature or method of the proposed offer and sale thereof.
         Within ten (10) Business Days after receipt of the Request, Parent will
      give written notice of the receipt thereof (the "Notice") to all the
         Holders who did not participate in the Request. Parent shall include in
    any Demand Registration all Registrable Securities with respect to
      which Parent has received written requests for the inclusion therein
   within ten (10) Business Days after the delivery by Parent of the
         Notice. Each such request for inclusion of Registrable Securities shall
        (i) specify the number of shares of Registrable Securities intended to
       be offered and sold and (ii) contain the undertaking of the Holder to
        provide all such information and materials and take all such action as
         may be required in order to permit Parent to comply with all applicable
       requirements of the SEC and to obtain any desired acceleration of the
effective date of such Demand Registration.                   

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       (b)   As soon as practicable after receipt of a Request, Parent shall
use all reasonable efforts to promptly effect such Demand Registration
(including, without limitation, filing post-effective amendments,     
appropriate qualifications under applicable blue sky laws or other    
compliance).                                                          

        (c)   Notwithstanding the foregoing, (i) Parent shall not be obligated
   to cause any special audit to be undertaken in connection with any Demand
     Registration and (ii) Parent shall be entitled to postpone for a reasonable
    period of time the filing of any Demand Registration otherwise required to
be prepared and filed by it (A) to the extent necessary to prepare the
  financial statements of Parent for the fiscal period most recently ended
    prior to the Request; (B) if filing a Demand Registration would materially
adversely affect (including, without limitation, through the premature
     disclosure thereof) a proposed financing, reorganization, recapitalization,
     merger, consolidation or similar transaction; or (C) if Parent notifies the
     Holders participating in the Request that in the good faith judgment of the
Board of Directors of Parent, such registration would be seriously    
   detrimental to Parent, and the Board of Directors of Parent has concluded
     to defer the filing of such registration statement; provided, however, that
in the event of a delay pursuant to clause (B), Parent shall not be   
entitled to delay the filing for more than ninety (90) days and in the
  event of a delay pursuant to clause (C), Parent shall not be entitled to
delay the filing for more than one hundred eighty (180) days.         

        (d)   Parent shall be obligated to register Registrable Securities for
the Holders pursuant to this Section 2.1 on two occasions only.       
----------- 

         (e)   Notwithstanding any request for a Demand Registration, Parent, at
   its sole option, may initiate a registration for Common Stock for its own
 account relating to an Underwritten Public Offering. In such event, any
outstanding request by the Holders for a Demand Registration shall    
immediately be converted into a right to sell Registrable Securities  
     pursuant to and subject to Section 2.2 hereof and shall not be considered a
-----------     
Demand Registration.                                                  

     (f)   For purposes of this Section 2.1, Parent shall be entitled to
   -----------
  accept as a valid Request from the Holders a Request from Newco (or from
   Mr. Craig Duchossois if Newco no longer exists or ceases to be controlled
    by Mr. Richard Duchossois, or from the person designated by the Holders of
a majority of the Registrable Securities then outstanding if Mr. Craig
Duchossois is unable or unwilling to so serve).                       

2.2  Parent Registration.                                                       
-------------------                                                   

        (a)   Subject to the terms hereof (and except as otherwise provided in
Section 2.10), if at any time or from time to time after the second   
-------------                                                         
anniversary of the date of this Agreement, Parent shall determine to  
register any of its Common Stock for its own account relating to an   
Underwritten Public Offering, Parent shall:                           

                         (i) promptly, but in any event at least thirty (30)
                 days before Parent files a registration statement pursuant to
                an Underwritten Public Offering, give to each Holder written
notice thereof; and                         

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                      (ii) include in such registration (a "Piggy-Back
                Registration") (and any related qualification under blue sky
               laws or other compliance), and in the underwriting involved
           therein, such Registrable Securities as each Holder may
               request in a writing delivered to Parent within twenty (20)
                days after the delivery of Parent's written notice delivered
pursuant to Section 2.2(a)(i) above.        
----------------    

                (b) Parent shall have the right to terminate or withdraw any
         Piggy-Back Registration initiated by it under this Section 2.2 prior to
                                                   -----------
      the effectiveness of such registration whether or not any Holder has
     elected to include its Registrable Securities in such registration,
      provided, however, that in such event, Parent shall promptly pay all
        reasonable out-of-pocket costs and expenses of the Holders (including,
      without limitation, all reasonable fees and disbursements of one law
        firm chosen to represent the Holders) incurred in connection with such
terminated registration.                                      

              (c) Without limiting the generality or effect of any other
         provision hereof, Parent shall not be required to effect any Piggy-Back
Registration pursuant to this Section 2.2 incidental to the   
         -----------
   registration of any of its securities in connection with mergers,
acquisitions, exchange offers, subscription offers, dividend  
     reinvestment plans or stock option or other employee benefit plans.

2.3      Underwriting.                                                          
------------                                                  

                  (a) The underwriter or underwriters of any Demand Registration
shall be selected by the Holders delivering the Request, which
       underwriter or underwriters shall be reasonably acceptable to Parent,
    and the underwriter or underwriters of any Piggy-Back Registration
        shall be selected by Parent. Each Holder's rights under this Article 2
                                                                     ---------
shall be conditioned upon such Holder's participation as a    
 Participating Holder in such underwriting, and the inclusion of
    Registrable Securities in the underwriting shall be limited to the
         extent provided herein. Parent, each Participating Holder and all other
    Selling Stockholders shall enter into an underwriting agreement in
customary form with the managing underwriter selected for such
        Underwritten Public Offering as provided above. If a Holder refuses to
      enter into, and perform such Holder's obligations as a Participating
 Holder under, such underwriting agreement, then the Registrable
         Securities held by such Holder will not be included in any registration
effected pursuant thereto.                                    

                 (b) If the managing underwriter for a Piggy-Back Registration
  determines in its reasonable judgment that the inclusion of such
         Registrable Securities would materially adversely affect such offering,
   the managing underwriter may limit some or all of the Registrable
         Securities that may be included in the registration and underwriting as
       follows: the number of Registrable Securities that may be included in
      the registration and underwriting by a Participating Holder shall be
     determined by multiplying the number of shares of securities of all
  Selling Stockholders that the managing underwriter is willing to
      include in such registration and underwriting, times a fraction, the
         numerator of which is the number of Registrable Securities requested to
         be included in such registration and underwriting by such Participating
         Holder, and the denominator of which is either (i) at any time that the
     Holders hold in the aggregate less than 15% of the then-outstanding
         shares of Common Stock, the total number of securities that all Selling
       Stockholders have requested to have included in such registration and
underwriting, or (ii) at any time that the Holders hold in the
        aggregate at least 15% of the then-outstanding shares of Common Stock,
the total number of securities                                

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         that all Qualified Selling Stockholders have requested to have included
        in such registration and underwriting. To facilitate the allocation of
      shares in accordance with the above provisions, Parent may round the
    number of shares allocable to any such Participating Holder to the
nearest one hundred (100) shares. If any Participating Holder 
    disapproves of the terms of any such underwriting, it may elect to
 withdraw therefrom by written notice to Parent and the managing
      underwriter, delivered not less than seven days before the effective
date of such registration.                                    

2.4      Expenses of Registration. All Registration Expenses incurred in        
------------------------                                      
connection with all registrations pursuant to Sections 2.1 and 2.2 shall be     
                                ------------     ---
borne by Parent. Unless otherwise stated herein, all Selling Expenses relating  
to securities registered on behalf of any Participating Holder shall be borne by
such Participating Holder.                                                      

2.5      Registration Procedures. In the case of each registration,             
-----------------------                                       
qualification or compliance effected by Parent pursuant to this Agreement,      
Parent will keep each Participating Holder advised in writing as to the         
initiation of each registration, qualification and compliance and as to the     
completion thereof. At its expense, Parent shall:                               

                (a)   prepare and file with the SEC a registration statement
         with respect to such securities and use all reasonable efforts to cause
         such registration statement to become and remain effective with respect
    to a registration statement filed regarding an Underwritten Public
        Offering, for the lesser of (i) 90 days or (ii) until the distribution
described in such registration statement has been completed;  

          (b)   furnish to each underwriter participating in the
      Underwritten Public Offering associated with such registration, such
       number of copies of a prospectus, including a preliminary prospectus,
     in conformity with the requirements of the Securities Act, and such
        other documents as such underwriter may reasonably request in order to
  facilitate the public sale of the Registrable Securities by such
         underwriter, and promptly furnish to each underwriter and Participating
        Holder notice of any stop-order or similar notice issued by the SEC or
        any state agency charged with the regulation of securities, and notice
  of NYSE or any other securities exchange listing relating to the
Registrable Securities sought to be registered;               

                  (c)   furnish prospectuses, including preliminary prospectuses
       and amendments and supplements thereto, to the Participating Holders,
all in accordance with applicable securities laws;            

                (d)   apply to register or otherwise qualify the Registrable
      Securities offered by the Participating Holders or any of them under
all applicable blue sky laws of any state;                    

              (e)   notify the Participating Holders promptly of (i) any
     action by the SEC to suspend the effectiveness of such registration
        statement or the institution or threatening of any proceeding for such
purpose (a "stop order") or (ii) the receipt by Parent of any 
         notification with respect to the suspension of the qualification of the
      Registrable Securities included in such registration pursuant to the
 registration statement in any jurisdiction or the initiation or
  threatening of any proceeding for such purpose. Immediately upon
      receipt of any such notice, the Participating Holders shall cease to
        offer or sell any Registrable Securities included in such registration
     pursuant to the registration statement in the jurisdiction to which
        such stop order or suspension relates. Parent shall use all reasonable
efforts to prevent the                                        

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issuance of any such stop order or the suspension of any such 
 qualification and, if any such stop order is issued or any such
 qualification and, if any such stop order is issued or any such
qualification is suspended, to obtain as soon as possible the 
      withdrawal or revocation thereof, and shall notify the Participating
   Holders at the earliest practicable date of the date on which the
 Participating Holders may offer and sell Registrable Securities
pursuant to the registration statement; and                   

                (f)   Parent shall notify the Participating Holders promptly
       of the occurrence of any event or the existence of any facts that, in
  the judgment of Parent, should be set forth in such registration
       statement. Immediately upon receipt of such notice, the Participating
 Holders shall cease to offer or sell any Registrable Securities
       pursuant to such registration statement, cease to deliver or use such
      registration statement and, if so requested by the Parent, return to
    Parent, at Parent's expense, all copies (other than permanent file
      copies) of such registration statement. Parent shall, as promptly as
practicable, take such action as may be necessary to amend or 
         supplement such registration statement in order to set forth or reflect
   such event or facts. Parent shall furnish copies of such proposed
         amendment or supplement to the Participating Holders and shall not file
         or distribute such amendment or supplement without the prior consent of
Participating Holders, which consent shall not be unreasonably
withheld.                                                     

2.6      Cooperation.   In connection with any registration effected by Parent  
-----------                                                   
pursuant to this Agreement, Parent shall                                        

           (a)    enter into such customary agreements (including an
       underwriting agreement containing such representations and warranties
by Parent and such other terms and provisions, including      
indemnification provisions, as are customarily contained in   
     underwriting agreements for comparable offerings) and take all such
         other actions as the Participating Holders or the underwriters, if any,
       participating in such registration may reasonably request in order to
expedite or facilitate such registration;                     

                 (b)   furnish, at the request of the Participating Holders or
   any underwriter participating in such registration, (i) a comfort
        letter or letters, dated the date of the final prospectus with respect
         to the registration and/or the date of the closing for the registration
 from the independent certified public accountants of Parent and
addressed to the Participating Holders and any underwriters   
         participating in such registration, which letter or letters shall state
         that such accountants are independent with respect to Parent within the
         meaning of Rule 1.01 of the Code of Professional Ethics of the American
  Institute of Certified Public Accountants and shall address such
      matters as the Participating Holders and underwriters may reasonably
         request and as may be customary in transactions of a similar nature for
         similar entities and (ii) an opinion, dated the date of the closing for
      the registration, of the counsel representing Parent with respect to
       such registration (which counsel may be the General Counsel of Parent
         or other counsel reasonably satisfactory to the Participating Holders),
         addressed to the Participating Holders and any such underwriters, which
       opinion shall address such matters as they may reasonably request and
     as may be customary in transactions of a similar nature for similar
entities; and                                                 

            (c)   make available for inspection by the Participating
       Holders, the underwriters, if any, participating in such registration
  (which inspecting underwriters shall, if reasonably possible, be
limited to any manager or managers for such participating     
underwriters), counsel                                        

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   for the Participating Holders, one accountant or accounting firm retained
by Participating Holders and any such underwriters, or any other agent
   retained by the Participating Holders or such underwriters, all financial
     and other records, corporate documents and properties of Parent, and supply
 such additional information, as they shall reasonably request; provided
that any such party shall keep the contents thereof confidential.     

2.7  Indemnification.                                                           
---------------                                                       

      (a) To the extent permitted by law, Parent will indemnify and hold
   harmless each Participating Holder and each of its officers and directors
     and partners, if any, and each person controlling each Participating Holder
within the meaning of Section 15 of the Securities Act (the "Holder   
     Indemnitees"), against all expenses, claims, losses, damages or liabilities
    (or actions in respect thereof) (including, without limitation, reasonable
fees and other expenses actually incurred in connection with any suit,
    action or proceeding) (collectively, "Losses") to the extent to which such
  Holder Indemnitee is subject, including any of the foregoing incurred in
   settlement of any litigation, commenced or threatened, to the extent such
     Losses arise out of or are based on any untrue statement (or alleged untrue
statement) of a material fact contained in any registration statement,
     prospectus, offering circular or other document filed with the SEC pursuant
    to this Agreement, or any amendment or supplement thereto, incident to any
  such registration, qualification or compliance effected pursuant to this
Agreement, or arise out of or are based on any omission (or alleged   
     omission) to state therein a material fact required to be stated therein or
    necessary to make the statements therein, in light of the circumstances in
 which they were made, not misleading, or any violation by Parent of the
   Securities Act in connection with any such registration, qualification or
   compliance effected pursuant to this Agreement, and Parent will reimburse
    each Holder Indemnitee for any legal or other expenses reasonably incurred
 in connection with investigating, preparing or defending any such Loss;
   provided, however, that the indemnity contained herein shall not apply to
  amounts paid in settlement of any Loss if settlement is effected without
   the consent of Parent (which consent shall not unreasonably be withheld);
   provided, further, that Parent will not be liable in any such case to the
     extent that any such Loss arises out of or is based on any untrue statement
   or omission or alleged untrue statement or omission made in reliance upon
and in conformity with information furnished to Parent expressly for  
    inclusion in such registration by a Holder Indemnitee specifically for use
    therein. Notwithstanding the foregoing, insofar as the foregoing indemnity
relates to any such untrue statement (or alleged untrue statement) or 
omission (or alleged omission) made in the preliminary prospectus but 
  eliminated or remedied in the amended prospectus on file with the SEC at
the time the registration statement becomes effective or in the final 
   prospectus filed with the SEC pursuant to the applicable rules of the SEC
  or in any supplement or addendum thereto, the indemnity contained herein
  shall not inure to the benefit of any Holder Indemnitee if a copy of the
final prospectus filed pursuant to such rules, together with all      
    supplements and addenda thereto, was not furnished to the person or entity
    asserting the Loss at or prior to the time required by the Securities Act.

       (b) To the extent permitted by law, each Participating Holder will,
severally but not jointly, if Registrable Securities held by such     
Participating Holder are included in the securities as to which a     
     registration, qualification or compliance is being effected pursuant to the
terms hereof, indemnify and hold harmless Parent, each of Parent's    
    directors and officers, each person who controls Parent within the meaning
  of Section 15 of the Securities Act, and each other Selling Stockholder,
each of such person's officers and directors and each person          

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     controlling such persons within the meaning of Section 15 of the Securities
 Act (collectively, the "Parent Indemnitees"), against all Losses to the
 extent to which such Parent Indemnitee is subject, including any of the
foregoing incurred in settlement of any litigation, commenced or      
threatened, to the extent such Losses arise out of or are based on any
     untrue statement (or alleged untrue statement) of a material fact contained
    in any such registration statement, prospectus, offering circular or other
     document filed with the SEC pursuant to this Agreement, or any amendment or
supplement thereto incident to any such registration, qualification or
     compliance effected pursuant to the Agreement, or arise out of or are based
on any omission (or alleged omission) to state therein a material fact
    required to be stated therein or necessary to make the statements therein,
   in light of the circumstances in which they were made, not misleading, or
any violation by such Participating Holder of the Securities Act in   
     connection with any such registration, qualification or compliance effected
   pursuant to this Agreement, and will reimburse each Parent Indemnitee for
any legal or other expenses reasonably incurred in connection with    
  investigating, preparing or defending any such Loss, in each case to the
extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such   
 registration statement, prospectus, offering circular or other document
filed with the SEC pursuant to this Agreement in reliance upon and in 
conformity with information furnished to Parent by such Participating 
 Holder expressly for inclusion in such registration; provided, however,
that the indemnity contained herein shall not apply to amounts paid in
     settlement of any Loss if settlement is effected without the consent of the
  Participating Holder (which consent shall not be unreasonably withheld).
   Notwithstanding the foregoing, insofar as the foregoing indemnity relates
    to any such untrue statement (or alleged untrue statement) or omission (or
alleged omission) made in the preliminary prospectus but eliminated or
 remedied in the amended prospectus on file with the SEC at the time the
   registration statement becomes effective or in the final prospectus filed
  pursuant to applicable rules of the SEC or in any supplement or addendum
   thereto, the indemnity contained herein shall not inure to the benefit of
   any Parent Indemnitee if a copy of the final prospectus filed pursuant to
such rules, together with all supplements and addenda thereto, was not
 furnished to the person or entity asserting the Loss at or prior to the
time required by the Securities Act. The liability of a Participating 
Holder under this Section 8(b) shall in no event exceed the proceeds  
------------                      
 received by it from sales of Registrable Securities giving rise to such
obligations.                                                          

          (c) Each party entitled to indemnification under this Section 2.7 (the
                                                           -----------
 "Indemnified Party") shall give notice to the party required to provide
    indemnification (the "Indemnifying Party") promptly after such Indemnified
   Party has actual knowledge of any action or proceeding commenced against,
     or written demand made on, any such party in respect of which indemnity may
     be sought, and shall permit the Indemnifying Party to assume the defense of
     any such claim or any litigation resulting therefrom; provided that counsel
    for the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party may    
   participate in such defense at such party's expense, and provided further
     that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this
    Agreement unless the failure to give such notice is materially prejudicial
 to an Indemnifying Party's ability to defend such action; and, provided
further, that the Indemnifying Party shall not assume the defense for 
matters as to which there is a conflict of interest or as to which the
Indemnifying Party is asserting separate or different defenses, which 
  defenses are inconsistent with the defenses of the Indemnified Party. No
Indemnifying Party, in the defense of any such claim                  

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  or litigation, shall, except with the consent of each Indemnified Party,
     consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in
    respect to such claim or litigation. No Indemnified Party shall consent to
   entry of any judgment or enter into any settlement without the consent of
each Indemnifying Party.                                              

  (d) If the indemnification provided for in this Section 2.7 is
                                               -----------
unavailable to an Indemnified Party in respect of any Loss referred to
therein, then each Indemnifying Party, in lieu of indemnifying such   
   Indemnified Party, shall contribute to the amount paid or payable by such
 Indemnified Party as a result of such Loss (i) in such proportion as is
     appropriate to reflect the relative benefits received by Parent, on the one
hand, and all Selling Stockholders, on the other, from the offering of
     Parent's securities, or (ii) if the allocation provided by clause (i) above
     is not permitted by applicable law, in such proportion as is appropriate to
    reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of Parent, on the one hand, and the Selling   
    Stockholders, on the other, in connection with the statements or omissions
that resulted in such Loss, as well as any other relevant equitable   
    considerations. The relative benefits received by Parent, on the one hand,
    and the Selling Stockholders, on the other, shall be the net proceeds from
 the offering (before deducting expenses) received by Parent, on the one
 hand, and the Selling Stockholders, on the other. The relative fault of
    Parent, on the one hand, and the Selling Stockholders, on the other, shall
  be determined by reference to, among other things, whether the untrue or
alleged untrue statement of material fact or the omission or alleged  
     omission to state a material fact relates to information supplied by Parent
     or by the Selling Stockholders and the parties' relevant intent, knowledge,
    access to information and opportunity to correct or prevent such statement
     or omission. Parent and the Selling Stockholders agree that it would not be
 just and equitable if contribution pursuant to this Section 2.7(d) were
                                                --------------
based solely upon the number of entities from whom contribution was   
    requested or by any other method of allocation which does not take account
   of the equitable considerations referred to above in this Section 2.7(d).
                                                            --------------
    The amount paid or payable by an Indemnified Party as a result of the Loss
 referred to above in this Section 2.7(d) shall be deemed to include any
--------------    
  legal or other expenses reasonably incurred by such Indemnified Party in
connection with investigating or defending any such action or claim,  
 subject to the provisions of Section 2.7(c) hereof. No person guilty of
  --------------
  fraudulent misrepresentation (within the meaning of Section 11(f) of the
   Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act).                                 

2.8  Holdback Agreements. Each Participating Holder, if requested by the        
-------------------                                                   
managing underwriter in a registration pursuant to this Agreement, shall not    
effect any public sale or distribution of securities of Parent of the same class
as the securities included in such Demand Registration or Piggy-Back            
Registration, including a sale pursuant to Rule 144, during such period of time 
following the closing date of each offering made pursuant to such Demand        
Registration or Piggy-Back Registration as may be requested by Parent or such   
managing underwriter. In no event shall such period exceed the shorter of one   
hundred eighty (180) days or the shortest period of time so requested from any  
other Selling Stockholder that holds more than 5% of the outstanding amount of  
the same class of securities as included in such Demand Registration or         
Piggy-Back Registration.                                                        

2.9  Certain Information. Each Participating Holder agrees, with respect to any 
-------------------                                                   
Registrable Securities included in any registration, to furnish to Parent such  
information regarding such Participating Holder, the Registrable Securities and 
the distribution proposed by such Participating                                 

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Holder as Parent may reasonably request in writing and as shall be required in  
connection with any registration, qualification or compliance referred to in    
Sections 2.1 and 2.2.                                                           
------------     ---                                                            

2.10   Rule 144 Reporting. With a view to making available the benefits of      
------------------                                                
certain rules and regulations of the SEC that may at any time permit the sale of
Restricted Securities to the public without registration, Parent agrees to use  
its best lawful efforts to:                                                     

      (a) make and keep public information available, as those terms are
       understood and defined in Rule 144 under the Securities Act, at all times
 during which Parent is subject to the reporting requirements of the
Exchange Act;                                                     

  (b) file with the SEC in a timely manner all reports and other
    documents required of Parent under the Securities Act and the Exchange
Act at all times during which Parent is subject to such reporting 
requirements; and                                                 

  (c) so long as any Holder owns any Registrable Securities that
 are Restricted Securities, to furnish to such Holder forthwith upon
      request a written statement by Parent as to Parent's compliance with the
reporting requirements of said Rule 144 and with regard to the    
     Securities Act and the Exchange Act at all times during which Parent is
subject to such reporting requirements, a copy of the most recent 
   annual or quarterly report of Parent, and such other non-confidential
    reports and documents of Parent and other non-confidential information
in the possession of or reasonably obtainable by Parent as such or
     Purchaser may reasonably request in availing such Purchaser of any rule
regulation of the SEC allowing Purchaser to sell any such shares  
without registration.                                             

2.11   Termination. The registration rights granted in Sections 2.1 and 2.2     
  -----------                                     ------------     ---
shall terminate, and such registration rights will not be exercisable by any    
Holder at such time as all shares of Registrable Securities held by such Holder 
may immediately be sold under Rule 144 promulgated under the Securities Act (as 
amended from time to time) during any ninety-day (90-day) period.               

 ARTICLE 3
 MISCELLANEOUS

3.1    Governing Law.  This Agreement shall be governed in all respects by the  
-------------                                                     
internal laws of the State of Delaware.                                         

3.2    Transfers. A transfer of the registration rights provided for in this    
---------                                                         
Agreement shall only be valid if Parent is given written notice at the time of  
said transfer, stating the name and address of said transferee and identifying  
the Registrable Securities with respect to which the registration rights are    
being transferred, and, provided, that the transferee of such rights assumes the
obligations of a Holder under this Agreement by signing a counterpart signature 
page to this Agreement in substantially the form of Exhibit A.                  

3.3    Amendment. This Agreement may be amended, modified and supplemented only 
---------                                                         
by written agreement of Parent and the holders of at least a majority of the    
Shares issued pursuant to the Merger Agreement.                                 

3.4    Notices. All notices, requests, demands and other communications required
-------                                                           
or permitted under this Agreement must be in writing and shall be deemed to have
been duly given when                                                            

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(a) delivered by hand (with written confirmation of receipt), (b) sent by       
telecopier (with written confirmation of receipt), provided that a copy is      
mailed by registered mail, return receipt requested or (c) when received by the 
addressee, if sent by a nationally recognized overnight delivery service        
(receipt requested), in each case to the appropriate addresses and telecopier   
numbers set forth below (or to such other addresses and telecopier numbers as a 
party may designate by notice to the other parties):                            

If to Newco, to:                            

c/o Duchossois Industries, Inc.             
Attention: Corporate Secretary              
845 Larch Avenue                            
Elmhurst, Illinois 60126-1196               
Facsimile: (630) 530-6051                   

      or to such other person or address as Newco shall furnish to Parent.

If to Parent, to:                           

Trinity Industries, Inc.                    
Attention: General Counsel                  
2525 Stemmons Freeway                       
Dallas, Texas 75207                         
Facsimile: (214) 589-8824                   

with a copy to:                             

Haynes and Boone, LLP                       
901 Main Street                             
Suite 3100                                  
Dallas, Texas 75202                         
Attention: Michael M. Boone                 
Facsimile: (214) 651-5940                   

If to a Holder (other than Newco), to:      

                Such Holder's address set forth on such Holder's Counterpart
             Signature Page or to such other person or address as such
Holder shall furnish to Parent in writing.  

3.5      Delays or Omissions. Except as expressly provided herein, no delay or  
-------------------                                           
omission to exercise any right, power or remedy accruing to any party to this   
Agreement shall impair any such right, power or remedy of such party nor shall  
it be construed to be a waiver of any breach or default, or an acquiescence     
therein, or of or in any similar breach or default thereafter occurring; nor    
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,      
consent or approval of any kind or character on the part of any party of any    
breach or default under this Agreement, or any waiver on the part of any party  
of any provisions or conditions of this agreement, must be in writing and shall 
be effective only to the extent specifically set forth in such writing. All     
remedies, either under this Agreement or by law or otherwise afforded to any    
party to this Agreement, shall be cumulative and not alternative.               

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3.6  Severability. Whenever possible, each provision of this Agreement shall be 
------------                                                          
interpreted in such a manner as to be effective and valid under applicable law, 
but if any provision of this Agreement is held to be prohibited by or invalid   
under applicable law, such provision shall fail to be in effect only to the     
extent of such prohibition or invalidity, without invalidating the remainder of 
this Agreement or of any such provision.                                        

3.7  Assignment. This Agreement and all of the provisions hereof shall be       
----------                                                            
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, but except as otherwise provided for or       
permitted herein neither this Agreement nor any of the rights, interests or     
obligations hereunder shall be assigned by any party hereto without the prior   
written consent of the other party.                                             

3.8  Counterparts. This Agreement may be executed simultaneously in two or more 
------------                                                          
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument.                          

3.9  Headings. The headings of the Sections of this Agreement are inserted for  
--------                                                              
convenience only and shall not constitute a part hereof or affect in any way the
meaning or interpretation of this Agreement.                                    

3.10 Entire Agreement. This Agreement, the Merger Agreement and all agreements  
----------------                                                      
referenced herein and therein set forth the entire agreement and understanding  
of the parties hereto in respect of the subject matter contained herein, and    
supersede all prior agreements, promises, covenants, arrangements,              
communications, representations or warranties, whether oral or written, by any  
officer, employee or representative of any party hereto.                        

3.11 Third Parties. Except as specifically set forth or referred to herein,     
-------------                                                         
nothing herein expressed or implied is intended or shall be construed to confer 
upon or give to any person or entity, other than the parties hereto and their   
successors or assigns, any rights or remedies under or by reason of this        
Agreement.                                                                      

 * * * * *

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      IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers or representatives have executed this Agreement effective   
upon the date first set forth above.                                            

                       PARENT:
                      ------

                                        TRINITY INDUSTRIES, INC.

                                   By: /s/ John M. Lee
                                                   -----------------------------
                                   Name:   John M. Lee
                                      Title:  Vice President
                                                    Business Development

                      NEWCO:
                     -----

                                     THRALL CAR MANAGEMENT
                             COMPANY, INC.

                                         By:   /s/ Robert L. Fealy
                                                     ---------------------------
                                         Name:     Robert L. Fealy
                                                     ---------------------------
                                            Title:    Vice President and
                                                      --------------------------
                                             Secretary
                                                      --------------------------

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 EXHIBIT A

Form of Counterpart Signature Page

 This Addendum Agreement (this "Addendum Agreement") dated as of
____________, 200___, is made by and between _______________________ (the "New  
Holder"), Trinity Industries, Inc., a Delaware corporation ("Parent"), Thrall   
Car Mangement Company, Inc., a Delaware corporation ("Newco") and all Holders,  
if any, that have previously entered into an Addendum Agreement to that certain 
Registration Rights Agreement (the "Agreement") dated as of October 26, 2001, by
and between Parent and Newco.                                                   

WHEREAS, Parent and Newco entered into the Agreement to grant 
registration rights to Newco with respect to Seven Million One Hundred Fifty    
Thousand (7,150,000) shares of Parent's common stock, $1.00 par value per share;
and                                                                             

      WHEREAS, the Agreement provides that the registration rights granted
thereunder may, under certain conditions, be transferred by Newco or a Holder;  
and                                                                             

        WHEREAS, the Holder identified below desires to transfer to New Holder
the registration rights granted under the Agreement.                            

         NOW, THEREFORE, in consideration of the mutual promises of the parties,
and as a condition to the transfer to New Holder of the registration rights     
granted in the Agreement, New Holder and Parent hereby agree that New Holder    
shall be bound by, and shall have the benefit of, all of the terms and          
conditions set out in the Agreement (including the indemnification obligations  
of Section 2.7 thereof) to the same extent as if New Holder were a "Holder" (as 
-----------                                                               
defined in the Agreement) with respect to the Registrable Securities (as defined
in the Agreement) described below.                                              

     This Addendum Agreement shall be attached to and become part of the
Agreement.                                                                      

 * * * * *

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        IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers have executed this Addendum Agreement effective as of the   
date first set forth above.                                                     

           NEW HOLDER:
          ----------

                                        ________________________________________
     Name:

                                      New Holder's Address for notices under
              the Agreement:

                                        ________________________________________
                                        ________________________________________
                                        ________________________________________

                                      Description of Registrable Securities:

                                        ________________________________________

Accepted and agreed to:                                                         

TRINITY INDUSTRIES, INC.:                                                       
------------------------                                                        

By:    ___________________________                                              
Name:  ___________________________                                              
Title: ___________________________                                              

[HOLDER]:                                                                       
--------                                                                        

By:    ___________________________                                              
Name:  ___________________________                                              
Title: ___________________________                                              

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ADDENDUM AGREEMENT

         This Addendum Agreement (this "Addendum Agreement") dated as of October
26, 2001, is made by and between Thrall Investment Company, L.L.C., a Delaware  
limited liability company (the "New Holder"), Trinity Industries, Inc., a       
Delaware corporation ("Parent"), Thrall Car Management Company, Inc., a Delaware
corporation ("Newco") and all Holders, if any, that have previously entered into
an Addendum Agreement to that certain Registration Rights Agreement (the        
"Agreement") dated as of October 26, 2001, by and between Parent and Newco.     

WHEREAS, Parent and Newco entered into the Agreement to grant 
registration rights to Newco with respect to Seven Million One Hundred Fifty    
Thousand (7,150,000) shares of Parent's common stock, $1.00 par value per share;
and                                                                             

      WHEREAS, the Agreement provides that the registration rights granted
thereunder may, under certain conditions, be transferred by Newco or a Holder;  
and                                                                             

        WHEREAS, the Holder identified below desires to transfer to New Holder
the registration rights granted under the Agreement.                            

         NOW, THEREFORE, in consideration of the mutual promises of the parties,
and as a condition to the transfer to New Holder of the registration rights     
granted in the Agreement, New Holder and Parent hereby agree that New Holder    
shall be bound by, and shall have the benefit of, all of the terms and          
conditions set out in the Agreement (including the indemnification obligations  
of Section 2.7 thereof) to the same extent as if New Holder were a "Holder" (as 
-----------                                                               
defined in the Agreement) with respect to the Registrable Securities (as defined
in the Agreement) described below.                                              

     This Addendum Agreement shall be attached to and become part of the
Agreement.                                                                      

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      IN WITNESS WHEREOF, the undersigned or each of their respective duly
authorized officers have executed this Addendum Agreement effective as of the   
date first set forth above.                                                     

                                   THRALL INVESTMENT COMPANY, L.L.C.

                             By: /s/ Craig J. Duchossois
                                             -----------------------------------
                             Name:   Craig J. Duchossois
                                 Title:  Chief Executive Officer
                                        New Holder's Address for notices under
                the Agreement:

                                 c/o Duchossois Industries, Inc.
                845 Larch Ave.
                          Elmhurst, Illinois 60126
                                 Attention:  Craig J. Duchossois
                            Facsimile:  (630) 530-6051

                                        Description of Registrable Securities:

                                   7,150,000 shares of Common Stock,
                                       $1.00 par value per share, of Trinity
                  Industries, Inc.

Accepted and agreed to:                                                         

TRINITY INDUSTRIES, INC.                                                        

By:   /s/ John M. Lee                                                           
------------------------------                                        
Name:     John M. Lee                                                           
-----------------------------                                       
Title:    Vice President Business                                               
----------------------------                                      
Development                                               
----------------------------                                      

THRALL CAR MANAGEMENT, INC.                                                     

By:   /s/ Robert L. Fealy                                                       
-----------------------------                                         
Name:     Robert L. Fealy                                                       
----------------------------                                        
Title:    Vice President and                                                    
---------------------------                                       
Secretary                                                 
---------------------------                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/5/01
		10/26/01		1		17			8-K,  8-K/A
		8/13/01		1					8-K
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