Genesee & Wyoming Inc Sample Contracts

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ARTICLE I VOTING
Voting Agreement • December 12th, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
by and among
Agreement and Plan of Merger • December 12th, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
SHAREHOLDERS AGREEMENT
Shareholders Agreement • March 2nd, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating
AMENDED AND RESTATED LOAN AGREEMENT BETWEEN
Loan Agreement • April 6th, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
DATED DAY OF ------------------------------------------------------------
Genesee & Wyoming Inc • March 31st, 1998 • Railroads, line-haul operating • South Australia
ISDA(R)
Master Agreement • March 15th, 2004 • Genesee & Wyoming Inc • Railroads, line-haul operating • New South Wales
3,358,303 SHARES GENESEE & WYOMING INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT
Genesee & Wyoming Inc • May 13th, 2004 • Railroads, line-haul operating • Wyoming
UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • December 18th, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating • Wyoming
CONTENTS
Genesee & Wyoming Inc • March 15th, 2004 • Railroads, line-haul operating • Western Australia
THE LENDING INSTITUTIONS LISTED ON SCHEDULE II HERETO, AS LENDERS
Credit and Term Loan Agreement • November 18th, 2004 • Genesee & Wyoming Inc • Railroads, line-haul operating
AND-
Share Sale Agreement • November 24th, 1997 • Genesee & Wyoming Inc • Railroads, line-haul operating • Australian Capital Territory
AGREEMENT AND PLAN OF MERGER BY AND AMONG GENESEE & WYOMING INC. JAGUAR ACQUISITION SUB INC. AND RAILAMERICA, INC. DATED AS OF JULY 23, 2012
Agreement and Plan of Merger • July 23rd, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • Delaware

THIS AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of July 23, 2012, is by and among Genesee & Wyoming Inc., a Delaware corporation (“Parent”), Jaguar Acquisition Sub Inc., a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”), and RailAmerica, Inc., a Delaware corporation (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 1st, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • Delaware
AMENDMENT NO. 1 TO PUT OPTION AGREEMENT
Put Option Agreement • April 6th, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
Genesee & Wyoming Inc. 4,000,000 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)
Underwriting Agreement • December 19th, 2016 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”) proposes, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,000,000 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of the Company (such shares being hereinafter called the “Underwritten Securities”). The Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional shares of Class A Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on

Exhibit 1 Joint Filing Agreement ---------------------- We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on...
Joint Filing Agreement • December 13th, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating

We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

Genesee & Wyoming Inc. 5,984,232 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)
Genesee & Wyoming Inc • November 19th, 2013 • Railroads, line-haul operating • New York

The persons named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 5,984,232 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”), (the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus or the Final Prospectus

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2000 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
and
Genesee & Wyoming Inc • November 28th, 2001 • Railroads, line-haul operating • New York
PURCHASE CONTRACT AGREEMENT Dated as of September 19, 2012 among GENESEE & WYOMING INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Purchase Contract Agent and as Attorney-in-Fact for the Holders from time to time as provided herein and WILMINGTON...
Purchase Contract Agreement • September 19th, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

PURCHASE CONTRACT AGREEMENT, dated as of September 19, 2012 among GENESEE & WYOMING INC., a Delaware corporation (the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, acting as trustee under the Indenture (as defined herein).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 3rd, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2012, is by and among Genesee & Wyoming Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (collectively, the “Purchasers”). The Purchasers and any other Person who may become a party hereto pursuant to Section 11(c) are referred to individually as a “Shareholder” and collectively as the “Shareholders”.

GENESEE & WYOMING INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of September 19, 2012
Genesee & Wyoming Inc • September 19th, 2012 • Railroads, line-haul operating • New York

INDENTURE dated as of September 19, 2012, between GENESEE & WYOMING INC., a Delaware corporation (hereinafter called the “Company”), having its principal executive office at 66 Field Point Road, Greenwich, Connecticut 06830 and WILMINGTON TRUST, NATIONAL ASSOCIATION (hereinafter called the “Trustee”), having its Corporate Trust Office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890.

AGREEMENT AND PLAN OF MERGER Among GENESEE & WYOMING INC., DJP XX, LLC and MKM XXII CORP. Dated as of July 1, 2019
Agreement and Plan of Merger • July 1st, 2019 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

This AGREEMENT AND PLAN OF MERGER, dated as of July 1, 2019 (this “Agreement”), is entered into by and among Genesee & Wyoming Inc., a Delaware corporation (the “Company”), DJP XX, LLC, a Delaware limited liability company (“Parent”), and MKM XXII Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).

INVESTMENT NUMBER 9902 AMENDED AND RESTATED FINANCIAL SUPPORT AGREEMENT
Financial Support Agreement • April 6th, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
FORM OF CONTINUITY AGREEMENT
Continuity Agreement • November 8th, 2007 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York

This Agreement (the “Agreement”) is dated as of [DATE] by and between Genesee & Wyoming Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”).

AMONG
Sponsor Guarantee Agreement • April 6th, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York