TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED CLAYTON UTZ Loan Agreement Australian Railroad Group Pty Ltd Borrower Australia and New Zealand Banking Group Limited Lender Clayton Utz Lawyers Levels 22-35 No. 1 O'Connell Street...Genesee & Wyoming Inc • March 15th, 2004 • Railroads, line-haul operating • New South Wales
andGenesee & Wyoming Inc • November 28th, 2001 • Railroads, line-haul operating • New York
ARTICLE I VOTINGVoting Agreement • December 12th, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
by and amongAgreement and Plan of Merger • December 12th, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
SHAREHOLDERS AGREEMENTShareholders Agreement • March 2nd, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating
3,358,303 SHARES GENESEE & WYOMING INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENTGenesee & Wyoming Inc • May 13th, 2004 • Railroads, line-haul operating • Wyoming
AMENDED AND RESTATED LOAN AGREEMENT BETWEENLoan Agreement • April 6th, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
EXHIBIT 4.1 SECOND AMENDED AND RESTATED --------------------------- REVOLVING CREDIT AGREEMENT -------------------------- Dated as of October 31, 1997Credit Agreement • March 31st, 1998 • Genesee & Wyoming Inc • Railroads, line-haul operating
EXECUTION VERSION GENESEE & WYOMING INC. FIRST SUPPLEMENT TO NOTE PURCHASE AGREEMENT Dated as of June 1, 2005 $125,000,000 Floating Rate Series 2005 Senior Notes Due June 1, 2015Note Purchase Agreement • June 3rd, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating
ISDA(R)Master Agreement • March 15th, 2004 • Genesee & Wyoming Inc • Railroads, line-haul operating • New South Wales
DATED DAY OF ------------------------------------------------------------Genesee & Wyoming Inc • March 31st, 1998 • Railroads, line-haul operating • South Australia
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • December 18th, 2001 • Genesee & Wyoming Inc • Railroads, line-haul operating • Wyoming
EXHIBIT 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of March 4th, 2002, by and between Genesee & Wyoming Inc. (the "Company") and Robert Grossman (the "Executive"). The Company desires to employ Executive and to enter...Employment Agreement • March 15th, 2004 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
THE LENDING INSTITUTIONS LISTED ON SCHEDULE II HERETO, AS LENDERSCredit and Term Loan Agreement • November 18th, 2004 • Genesee & Wyoming Inc • Railroads, line-haul operating
TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED CLAYTON UTZ Loan Agreement Australian Railroad Group Pty Ltd Borrower National Australia Bank Limited Lender Clayton Utz Lawyers Levels 22-35 No. 1 O'Connell Street Sydney NSW 2000...Genesee & Wyoming Inc • March 15th, 2004 • Railroads, line-haul operating • New South Wales
AND-Share Sale Agreement • November 24th, 1997 • Genesee & Wyoming Inc • Railroads, line-haul operating • Australian Capital Territory
CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of May 25, 2005 (this "Amendment"), by and among (a)...Revolving Credit and Term Loan Agreement • June 1st, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating
The Hon Murray Criddle MLC, Minister for Transport exercising powers under section 13 and section 44 of the Rail Freight System Act 2000 (WA) ("Minister") The Western Australian Government Railways Commission ("Commission") The Hon Richard Fairfax...Genesee & Wyoming Inc • March 2nd, 2001 • Railroads, line-haul operating • Western Australia
AGREEMENT AND PLAN OF MERGER BY AND AMONG GENESEE & WYOMING INC. JAGUAR ACQUISITION SUB INC. AND RAILAMERICA, INC. DATED AS OF JULY 23, 2012Agreement 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 AGREEMENTSecurities Purchase Agreement • June 1st, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • Delaware
Exhibit 10.1 STOCK PURCHASE AGREEMENT, dated October 19, 2000, by and between Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the "Company"), and The 1818 Fund III, L.P., a Delaware limited partnership (the "Purchaser")....Stock Purchase Agreement • December 20th, 2000 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
AMENDMENT NO. 1 TO PUT OPTION AGREEMENTPut 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
andGenesee & Wyoming Inc • November 28th, 2001 • Railroads, line-haul operating • New York
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 10.45 CLAYTON UTZ Security Trust Deed Australian Railroad Group Pty Ltd Borrower ANZ Capel Court Limited Security TrusteeGenesee & Wyoming Inc • March 15th, 2004 • Railroads, line-haul operating • Australian Capital Territory
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2000 • Genesee & Wyoming Inc • 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 AGREEMENTRegistration 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, 2012Genesee & 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, 2019Agreement 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 AGREEMENTFinancial Support Agreement • April 6th, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
FORM OF CONTINUITY AGREEMENTContinuity 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”).
AMONGSponsor Guarantee Agreement • April 6th, 2005 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
