ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 10th, 2012 • TC Group V, L.P. • Railroads, line-haul operating • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of September 28, 2012 (the “Effective Date”), is entered into by and among Carlyle Partners V, L.P., a Delaware limited partnership (“Assignor”), and each of CP V Coinvestment A, L.P., a Delaware limited partnership (“Coinvest A”), CP V Coinvestment B, L.P., a Delaware limited partnership (“Coinvest B”), Carlyle Partners V GW, L.P., a Delaware limited partnership (“CP V GW”), CP V GW AIV1, L.P., a Delaware limited partnership (“AIV1”), CP V GW AIV2, L.P., a Delaware limited partnership (“AIV2”), CP V GW AIV3, L.P., a Delaware limited partnership (“AIV3”), and CP V GW AIV4, L.P., a Delaware limited partnership (“AIV4” and, together with Coinvest A, Coinvest B, CP V GW, AIV1, AIV2 and AIV3, the “Assignees”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Investment Agreement, dated as of July 23, 2012, between Genesee & Wyoming Inc. (the “Company”) and Assig
JOINT FILING AGREEMENTJoint Filing Agreement • October 10th, 2012 • TC Group V, L.P. • Railroads, line-haul operating
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
