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) Genesee & Wyoming, Inc., a Delaware corporation ("GWI" or the "US
Borrower"), (b) Quebec Gatineau Railway Inc., a corporation constituted under
the laws of Quebec, Canada ("Quebec" or the "Canadian Borrower", collectively
the US Borrower and the Canadian Borrower, the "Borrowers"), (c) the
Subsidiaries of the US Borrower listed on Schedule I thereto and any other
Person which may become a guarantor of the Obligations in accordance with
ss.9.14 (the "US Guarantors"), (d) Genesee & Wyoming Canada Inc., Mirabel
Railway Inc., Huron Central Railway Inc. and St. ▇▇▇▇▇▇▇▇ & Atlantic Railroad
(Quebec) Inc.. and any other Person which may become a guarantor of the
Canadian Obligations in accordance with ss.9.14 (the "Canadian Guarantors"),
(e) Bank of America, N.A., a national banking association and the other
lending institutions listed on Schedule II thereto (the "Lenders"), (f) Bank
of America, N.A., as administrative agent for itself and such lending
institutions (acting in such capacity, the "Administrative Agent").
WHEREAS, the Borrowers, the Guarantors, the Lenders, and the
Administrative Agent are parties to that certain Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of November 12, 2004 (as
amended, amended and restated or otherwise modified and in effect from time to
time, the "Credit Agreement");
WHEREAS, the Borrowers have informed the Lenders that the US Borrower
contemplates acquiring, directly or indirectly, all of the outstanding
partnership interests in Rail Partners, L.P. and certain capital stock,
membership interests and partnership interests held by Rail Management
Corporation (collectively, the "Target") for a total purchase price not to
exceed $255,000,000, pursuant to a Securities Purchase Agreement (as amended,
modified or supplemented from time to time, the "Purchase Agreement"), by and
among the Sellers (as defined in the Purchase Agreement) and the Buyers (as
defined in the Purchase Agreement) (such acquisition being hereinafter
referred to as the "Acquisition");
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent consent to the Acquisition, and the Lenders and the
Administrative Agent are willing to consent to the Acquisition on the terms
set forth herein;
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent increase the Total Commitment from $150,000,000 to
$225,000,000, certain Lenders have agreed to increase their Commitments and
the Lenders and the Administrative Agent have agreed to such increase in the
Total Commitment;
WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agent extend the Maturity Date of the US Obligations to June
[1], 2010, and the Lenders and the Administrative Agent have agreed to such
extension; and
WHEREAS, the Borrowers, the Lenders, and the Administrative Agent have
agreed to modify certain terms and conditions of the Credit Agreement as
specifically set forth in this Amendment;
NOW THEREFORE, in consideration of the mutual agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
ss.1. Defined Terms. Terms not otherwise defined herein which are defined
in the Credit Agreement shall have the same respective meanings herein as
therein.
ss.2. Consent. Notwithstanding the provisions of ss.10.3(g) and
ss.10.5.2(i) of the Credit Agreement, each of the Lenders and the
Administrative Agent hereby consent to the Acquisition and waive compliance
with ss.10.3(g) and ss.10.5.2(i) in connection therewith provided that (a) the
Purchase Price for the Acquisition shall not exceed $255,000,000 in total
consideration, including, without limitation, cash and assumed liabilities in
connection therewith, (b) the Acquisition shall comply in all other respects
with the terms of the Credit Agreement, including without limitation ss.9.14
and the requirements with respect to Permitted Acquisitions contained in
ss.ss.10.5.2(ii)-(v) and (c) the Acquisition shall be done in accordance in
all material respects with the Purchase Agreement.
ss.3. Amendments to the Credit Agreement.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding
the following new defined terms in the appropriate alphabetical order:
"First Amendment. Consent and First Amendment, dated as of May
23, 2005, to this Credit Agreement among the Borrowers, the
Guarantors, the Lenders and the Administrative Agent."
"First Amendment Effective Date. The date on which the
conditions precedent to the First Amendment have been satisfied or
waived in writing by the Administrative Agent."
"June 2005 Acquisition. The acquisition by the US Borrower,
directly or indirectly, of all of the outstanding partnership
interests in Rail Partners, L.P. and certain capital stock,
membership interests and partnership interests held by Rail
Management Corporation pursuant to documents referred to in the
First Amendment and on terms permitted under the First Amendment."
(c) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Applicable Margin" in its entirety and
substituting in lieu thereof the following:
"Applicable Margin. For each period commencing on an Adjustment
Date through the date immediately preceding the next Adjustment Date
(each a "Rate Adjustment Period"), the Applicable Margin shall be
the applicable margin set forth below with respect to the Funded
Debt to EBITDAR Ratio, as determined
for the fiscal period of the Borrowers and their Restricted
Subsidiaries ending immediately prior to the applicable Rate
Adjustment Period (except for any Rate Adjustment Period beginning
on April 1 of any calendar year for which the Applicable Margin will
be determined by reference to the Funded Debt to EBITDAR Ratio for
the fiscal period ending on the immediately preceding December 31).
----------- ------------------- ------------------- --------------------- --------------- --------------------------
Level Funded Debt to Base Rate, LIBOR Rate, Canadian Letter of Commitment
EBITDAR Canadian Base Rate LIBOR Rate Credit Fee Rate
Ratio Applicable Margin Applicable Applicable
Margin Margin
----------- ------------------- ------------------- --------------------- --------------- --------------------------
Greater than or 0.250% 1.375% 1.375% 0.300%
I equal to 3.00 to
1.00
----------- ------------------- ------------------- --------------------- --------------- --------------------------
Greater than or
equal to 2.50 to
II 1.00 but less 0.0% 1.125% 1.125% 0.250%
than 3.00 to 1.00
----------- ------------------- ------------------- --------------------- --------------- --------------------------
Greater than or
equal to 2.00 to
III 1.00 but less 0.0% 0.875% 0.875% 0.200%
than 2.50 to 1.00
----------- ------------------- ------------------- --------------------- --------------- --------------------------
IV Less than 2.00 to
1.00 0.0% 0.750% 0.750% 0.200%
----------- ------------------- ------------------- --------------------- --------------- --------------------------
Notwithstanding the foregoing, (a) during the period commencing on
the Closing Date through December 31, 2005, the Applicable Margin
shall be no lower than the Applicable Margin set forth for Level I
above, and (b) if the Borrowers fail to deliver any Compliance
Certificate pursuant to ss.9.4(c) hereof, then, for the period
commencing on the date such Compliance Certificate was due pursuant
to ss.9.4(c) through the date such Compliance Certificate is
actually delivered to the Lenders, the Applicable Margin shall be
the highest Applicable Margin set forth above."
(d) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definition "Maturity Date" in its entirety and substituting
in lieu thereof the following:
"Maturity Date. (a) As to the US Obligations (other than US
Obligations consisting of guaranties of the Canadian Obligations),
June [1], 2010, or such earlier date as such US Obligations become
due and payable pursuant to the terms of this Credit Agreement; and
(b) as to the Canadian Obligations, November 12,
2009, or such earlier date as the Canadian Obligations become due
and payable pursuant to the terms of this Credit Agreement."
(e) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the definition "Senior Notes" in its entirety and substituting
in lieu thereof the following:
"Senior Notes. The 4.85% Series 2004-A notes and any other
notes issued by GWI pursuant to the Note Purchase Agreement dated as
of November 12, 2004 (as amended, modified or supplemented from time
to time, the "NPA") in a principal amount not to exceed
$200,000,000."
(f) Section 5.1.3 of the Credit Agreement is hereby amended by
deleting clause (c) of such ss.5.1.3 in its entirety and substituting in
lieu thereof the following;
"(c) have an expiry date no later than the date which is seven
(7) days prior to the Maturity Date."
(g) Section 8.14 of the Credit Agreement is hereby amended by
deleting such ss.8.14 in its entirety and substituting in lieu thereof
the following:
"8.14. Use of Proceeds; Regulations U and X. The proceeds of
the Loans shall be used by (a) the US Borrower solely for Permitted
Acquisitions, investments permitted under ss.10.3, the June 2005
Acquisition and for working capital, Capital Expenditures and
general corporate purposes, and (b) the Canadian Borrower for
working capital and general corporate purposes. The US Borrower will
obtain Letters of Credit solely for working capital and general
corporate purposes. No portion of any Loan is to be used, and no
portion of any Letter of Credit is to be obtained, for the purpose
of purchasing or carrying any "margin security" or "margin stock" as
such terms are used in Regulations U and X of the Board of Governors
of the Federal Reserve System, 12 C.F.R. Parts 221 and 224."
(h) Section 10.1 of the Credit Agreement is hereby amended by
deleting clause (o) of such ss.10.1 in its entirety and substituting in
lieu thereof the following:
"(o) (i) Indebtedness with respect to the Senior Notes, in an
aggregate outstanding principal amount not to exceed $200,000,000 at
any one time or (ii) Indebtedness incurred with respect to unsecured
term debt or an unsecured revolving credit loan, to be used solely
in connection with the June 2005 Acquisition, in an aggregate
outstanding principal amount not to exceed $125,000,000 at any one
time; provided that with respect to clauses (i) and (ii) together,
the aggregate outstanding principal amount of such Indebtedness
shall not exceed $200,000,000 at any one time; provided further that
such Senior Notes and/or term debt and/or revolving credit loan
shall not have (x) maturity dates prior to the Maturity Date nor (y)
covenants or events of default more restrictive than those in this
Credit Agreement; and"
(i) Section 10.5.2 of the Credit Agreement is hereby amended by
deleting clause (i) of such ss.10.5.2 in its entirety and substituting in
lieu thereof the following:
"(i) the aggregate Purchase Price for any one Permitted
Acquisition (or group of related acquisitions) (other than the June
2005 Acquisition) shall not exceed $100,000,000, for any U.S. or
Canadian Person or any business, division or operating unit of any
U.S. or Canadian Person;"
(j) Section 11.1 of the Credit Agreement is hereby amended by
deleting such ss.11.1 in its entirety and substituting in lieu thereof
the following:
"11.1 Funded Debt to EBITDAR Ratio. The Borrowers will not
permit the Funded Debt to EBITDAR Ratio to exceed (a) 3.75 to 1 as
of the last day of any fiscal quarter from the First Amendment
Effective Date through December 31, 2005 or (b) 3.50 to 1 as of the
last day of any fiscal quarter thereafter."
(k) Section 11.3 of the Credit Agreement is hereby amended by
deleting such ss.11.3 in its entirety and substituting in lieu thereof
the following:
"11.3 Consolidated Tangible Net Worth. The Borrowers will not
permit Consolidated Tangible Net Worth as of the last day of any
fiscal quarter to be less than the sum of (a) eighty percent (80%)
of Consolidated Tangible Net Worth as set forth in the certificate
delivered in accordance with ss.10.5.2(ii) for the fiscal quarter
ended March 31, 2005, having given pro forma effect to the June 2005
Acquisition plus (b) on a cumulative basis, fifty percent (50%) of
positive Consolidated Net Income (excluding the effect of foreign
currency translation gains or losses) for each fiscal quarter ending
subsequent to March 31, 2005."
(l) Section 11.4 of the Credit Agreement is hereby amended by
deleting the amount "$42,000,000" and substituting in lieu thereof the
amount "$51,000,000".
(m) Section 20.2 of the Credit Agreement is hereby amended by
deleting the amount "$3,500" in clause (d) of such ss.20.2 and
substituting in lieu thereof the amount "$2,500".
(n) Section 27.2 of the Credit Agreement is hereby amended by
deleting the amount "$100,000,000" in the first sentence of such ss.27.2
and substituting in lieu thereof the amount "$50,000,000".
(o) the Credit Agreement is hereby amended by deleting Schedule I,
Schedule II, Schedule 8.16(a) and Schedule 8.17 in their entirety and
substituting in lieu thereof the Schedule I, Schedule II, Schedule
8.16(a) and Schedule 8.17 attached hereto.
(p) the Credit Agreement is hereby amended by deleting Exhibit D in
its entirety and substituting in lieu thereof the Exhibit D attached
hereto.
ss.4. Conditions to Effectiveness. This Amendment shall be deemed to be
effective on the date upon the Administrative Agent's receipt of the
following, which shall occur on or before June 30, 2005:
(a) each of the Borrowers, the Guarantors, the Lenders and the
Administrative Agent shall have executed and delivered counterparts of
this Amendment to the Administrative Agent;
(b) each of the Purchase Agreement and all other agreements, side
letters and documents required to be entered into or delivered by GWI
pursuant to the Purchase Agreement (the "Acquisition Documents") shall
have been duly executed and delivered by the respective parties thereto,
shall be in full force and effect and shall be in form and substance
reasonably satisfactory to the Administrative Agent; provided that no
material provision of the Purchase Agreement shall be amended or waived
without the prior consent of the Administrative Agent. The Administrative
Agent shall have received a fully-executed copy of each such document;
(c) the Acquisition shall have been duly consummated in accordance
with the terms of the Acquisition Documents in all material respects;
(d) the Borrowers shall have delivered to the Administrative Agent
operating and financial projections and pro forma financial statements
required by ss.10.5.2(ii) of the Credit Agreement, including evidence
that the pro forma Funded Debt to EBITDAR Ratio, as of the First
Amendment Effective Date, shall be no greater than 3.50 to 1;
(e) the Target shall have executed and delivered to the
Administrative Agent an Instrument of Adherence (Guaranty);
(f) the Administrative Agent shall have received a copy, certified
by a duly authorized officer of the Target, of (i) the organizational
documents of the Target, (ii) the resolutions of the Target authorizing
the execution and delivery of the Instrument of Adherence (Guaranty) and
any other documents required hereunder, and (iii) an incumbency
certificate giving the name and bearing a specimen signature of each
individual who shall be authorized to sign the Instrument of Adherence
(Guaranty), and to give notices and to take other action on its behalf
under any Loan Documents;
(g) the Administrative Agent shall have received a certificate of
the Secretary of State of the jurisdiction of the organization of the
Target, as to the Target's corporate existence and good standing;
(h) each of the Lenders shall have received duly executed Notes,
which shall be in full force and effect;
(i) each of the Lenders and the Administrative Agent shall have
received a favorable legal opinion addressed to the Lenders and the
Administrative Agent, in form and substance satisfactory to the
Administrative Agent, from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the
US Borrower and the US Guarantors;
(j) the Administrative Agent shall have received satisfactory
evidence that the US Borrower has received commitments either with
respect to (i) Senior Notes or (ii) unsecured term debt or (iii) an
unsecured revolving credit loan, in form and substance satisfactory to
the Administrative Agent for the issuance or incurrence of additional
Indebtedness in connection with the June 2005 Acquisition in an aggregate
amount of at least $100,000,000 and on terms permitted under ss.10.1(o)
of the Credit Agreement, as amended by this Amendment; and
(k) the Borrowers shall have (i) paid the Administrative Agent all
fees payable under the commitment letter dated as of May 6, 2005 among
the Administrative Agent, the Arranger and the Borrowers (the "Commitment
Letter") and (ii) reimbursed the Administrative Agent for, or paid
directly, all invoiced reasonable fees, costs and expenses incurred by
the Administrative Agent's Special Counsel in connection with the
transactions contemplated hereby.
ss.5. Representations and Warranties. Each of the Borrowers and the
Guarantors hereby represents and warrants to the Lenders and the
Administrative Agent as follows:
(a) Representations and Warranties in the Credit Agreement. The
representations and warranties of the Borrowers and the Guarantors
contained in the Credit Agreement were true and correct in all material
respects as of the date when made and continue to be true and correct in
all material respects on the date hereof, except to the extent of changes
resulting from transactions or events contemplated or permitted by the
Credit Agreement, as amended by this Amendment, and the other Loan
Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse to the Borrowers or
the Guarantors, or the extent that such representations and warranties
relate expressly to an earlier date.
(b) Ratification, Etc. Except as expressly amended hereby, the
Credit Agreement, the other Loan Documents and all documents, instruments
and agreements related thereto, are hereby ratified and confirmed in all
respects and shall continue in full force and effect. The Credit
Agreement, together with this Amendment, shall be read and construed as a
single agreement. All references in the Loan Documents to the Credit
Agreement or any other Loan Document shall hereafter refer to the Credit
Agreement or any other Loan Document as amended hereby.
(c) Authority, Etc. The execution and delivery by each of the
Borrowers and the Guarantors of this Amendment and the performance by
each of the Borrowers and the Guarantors of all of their agreements and
obligations under the Credit Agreement as amended and the other Loan
Documents hereby are (i) within the corporate, limited partnership and
limited liability company authority of each of the Borrowers and the
Guarantors, (ii) have been duly authorized by all necessary corporate,
limited partnership and limited liability company action on the part of
the Borrowers and the Guarantors, (iii) do not and will not conflict with
or result in any breach
or contravention of any provision of law, statute, rule or regulation to
which any such Borrower or Guarantor is subject or any judgment, order,
writ, injunction, license or permit applicable to any such Borrower or
Guarantor unless no Material Adverse Effect would result from such
conflict, breach or contravention and (iv) do not conflict with any
provision of the Governing Documents of, or any agreement or other
material instrument binding upon any such Borrower or Guarantor.
(d) Enforceability of Obligations. This Amendment and the Credit
Agreement as amended and the other Loan Documents hereby constitute the
legal, valid and binding obligations of the Borrowers and the Guarantors
enforceable against the Borrowers and the Guarantors in accordance with
their terms and provisions, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating
to or affecting generally the enforcement of creditors' rights and except
to the extent that availability of the remedy of specific performance or
injunctive relief is subject to the discretion of the court before which
any proceeding therefor may be brought.
(e) No Default. No Default or Event of Default has occurred and is
continuing.
ss.6. No Other Consents or Amendments. Except as expressly provided in
this Amendment, all of the terms and conditions of the Credit Agreement and
the other Loan Documents remain in full force and effect. No consent herein
granted or agreement herein made shall extend beyond the terms expressly set
forth herein for such consent or agreement, nor shall anything contained
herein be deemed to imply any willingness of the Administrative Agent or the
Lenders to agree to, or otherwise prejudice any rights of the Administrative
Agent or the Lenders with respect to, any similar consents or agreements that
may be requested for any future period and this Amendment shall not be
construed as a waiver of any other provision of the Loan Documents or to
permit the Borrowers to take any other action which is prohibited by the terms
of the Credit Agreement and the other Loan Documents. Nothing contained in
this Amendment shall in any way prejudice, impair or effect any rights or
remedies of any Lender, the Borrowers or the Guarantors under the Credit
Agreement or the other Loan Documents.
ss.7. Expenses. All reasonable costs and expenses incurred or sustained
by the Administrative Agent in connection with this Amendment, including the
reasonable fees and disbursements of legal counsel for the Administrative
Agent in producing, reproducing and negotiating the Amendment, shall be paid
according to the terms of the Commitment Letter.
ss.8. Execution in Counterparts; Delivery by Facsimile. This Amendment
may be executed in any number of counterparts, each of which shall be deemed
an original, but which together shall constitute one instrument. Delivery of a
counterpart signature page hereof by facsimile shall be effective as delivery
of an original signature page.
ss.9. Miscellaneous. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO
WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL,
PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW ss.5-1401, BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. The captions in this Amendment are for convenience of reference only
and shall not define or limit the provisions hereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
BORROWERS: GENESEE & WYOMING INC.
By:
--------------------------------
Name:
Title:
QUEBEC-GATINEAU RAILWAY INC.
By:
--------------------------------
Name:
Title:
LENDERS: BANK OF AMERICA, N.A., individually
and as Issuing Lender and Swingline
Lender
By:
--------------------------------
Name:
Title:
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
--------------------------------
Name:
Title:
JPMORGAN CHASE BANK, N.A.,
individually and as Syndication Agent
By:
--------------------------------
Name:
Title:
KEYBANK NATIONAL ASSOCIATION,
individually and as Co-Documentation
Agent
By:
--------------------------------
Name:
Title:
LASALLE BANK NATIONAL ASSOCIATION,
individually and as Co-Documentation
Agent
By:
--------------------------------
Name:
Title:
CITIZENS BANK OF MASSACHUSETTS,
individually and as Co-Agent
By:
--------------------------------
Name:
Title:
NATIONAL CITY BANK, individually and as
Co-Agent
By:
--------------------------------
Name:
Title:
SOVEREIGN BANK
By:
--------------------------------
Name:
Title:
BRANCH BANKING AND TRUST COMPANY
By:
--------------------------------
Name:
Title:
COMERICA BANK
By:
--------------------------------
Name:
Title:
COMERICA BANK, CANADA BRANCH
By:
--------------------------------
Name:
Title:
US GUARANTORS: ARKANSAS LOUISIANA & MISSISSIPPI
RAILROAD COMPANY
CHATTAHOOCHEE INDUSTRIAL RAILROAD
▇▇▇▇▇▇▇ AND PRINCETON R.R. CO.
GENESEE & WYOMING RAILROAD SERVICES,
INC.
GENESEE AND WYOMING RAILROAD COMPANY
ROCHESTER & SOUTHERN RAILROAD, INC.
BUFFALO & PITTSBURGH RAILROAD, INC.
LOUISIANA & DELTA RAILROAD, INC.
ILLINOIS & MIDLAND RAILROAD, INC.
PORTLAND & WESTERN RAILROAD, INC.
WILLAMETTE & PACIFIC RAILROAD, INC.
GOLDEN ISLES TERMINAL RAILROAD, INC.
SAVANNAH PORT TERMINAL RAILROAD, INC.
COMMONWEALTH RAILWAY, INCORPORATED
CORPUS CHRISTI TERMINAL RAILROAD, INC.
RAIL LINK, INC.
TALLEYRAND TERMINAL RAILROAD COMPANY,
INC.
SOUTH BUFFALO RAILWAY COMPANY
By:
--------------------------------
Name:
Title:
US GUARANTORS: YORK RAIL LOGISTICS, INC. (formerly
(CONTINUED) Emons Logistics Services, Inc.)
EMONS TRANSPORTATION GROUP, INC.
EMONS RAILROAD GROUP, INC.
MAINE INTERMODAL TRANSPORTATION, INC.
ST. ▇▇▇▇▇▇▇▇ & ATLANTIC RAILROAD COMPANY
YORK RAILWAY COMPANY
SLR LEASING CORP.
By:
--------------------------------
Name:
Title:
EMONS INDUSTRIES, INC.
By:
--------------------------------
Name:
Title:
MARYLAND AND PENNSYLVANIA RAILROAD, LLC
By:
--------------------------------
Name:
Title:
ALLEGHENY & EASTERN RAILROAD, LLC
By:
--------------------------------
Name:
Title:
PITTSBURG & SHAWMUT RAILROAD, LLC
By:
--------------------------------
Name:
Title:
YORKRAIL, LLC
By:
--------------------------------
Name:
Title:
EMONS FINANCE CORP.
By:
--------------------------------
Name:
Title:
US GUARANTORS:
(CONTINUED) GWI CANADA, INC.
By:
--------------------------------
Name:
Title:
GWI LEASING CORPORATION
By:
--------------------------------
Name:
Title:
P & L JUNCTION HOLDINGS, INC.
By:
--------------------------------
Name:
Title:
UTAH RAILWAY COMPANY
SALT LAKE CITY SOUTHERN RAILROAD
COMPANY, INC.
By:
--------------------------------
Name:
Title:
CANADIAN
GUARANTORS: GENESEE & WYOMING CANADA INC.
MIRABEL RAILWAY INC.
By:
--------------------------------
Name:
Title:
HURON CENTRAL RAILWAY INC.
By:
--------------------------------
Name:
Title:
ST. ▇▇▇▇▇▇▇▇ & ATLANTIC RAILROAD
(QUEBEC) INC.
By:
--------------------------------
Name:
Title:
