Item 1.01 Entry into a Material Definitive Agreement.

On October 29, 2009, Trinity Industries, Inc. (the "Company'), Trinity Industries Leasing Company ("TILC") and Trinity Rail Leasing VII LLC ("TRL-VII") entered into a Note Purchase Agreement dated as of October 29, 2009 (the "Note Purchase Agreement") with Credit Suisse Securities (USA) LLC, Rabo Securities USA, Inc. and Calyon Securities (USA) Inc. (the "Purchasers"). The Note Purchase Agreement provides for the issuance and sale of an aggregate principal amount of $238,262,640 of TRL-VII's Secured Railcar Equipment Notes, Series 2009-1 (the "Notes") to the Purchasers. The Purchasers are expected to resell the Notes pursuant to Rule 144A of the Securities Act of 1933 and Regulation S thereunder. The Notes will be secured by (among other things) approximately 4,448 railcars and operating leases thereon, which TRL-VII is purchasing from TILC and TILC's warehouse railcar financing subsidiary, Trinity Rail Leasing Warehouse Trust.. The Note Purchase Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this type. The Note Purchase Agreement also contains customary provisions pursuant to which the Company, TILC and TRL-VII agree to hold harmless and indemnify the Purchasers against damages under certain circumstances, which are customary for a transaction of this type.

The issuance and sale of the Notes are part of an asset backed securitization which, subject to satisfaction of a variety of customary conditions precedent, is scheduled to close on or about November 5, 2009. The Company can give no assurance that the transaction will close on that date or at all.

---

Top of the Form