0001299933-06-000093 Sample Contracts

SECURITY AGREEMENT
Security Agreement • January 5th, 2006 • Andersons Inc • Wholesale-farm product raw materials • New Jersey

SECURITY AGREEMENT dated as of December 29, 2005 (this “Security Agreement”), made by THE ANDERSONS RAIL OPERATING I LLC (the “Borrower”) in favor of SIEMENS FINANCIAL SERVICES, INC., as Agent (in such capacity, the “Agent”) and the several banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Term Loan Agreement, dated as of December 29, 2005 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Borrower, the Lenders and the Agent.

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as the Company and THE ANDERSONS, INC., as the Servicer Servicing Agreement Dated as of December 29, 2005
Servicing Agreement • January 5th, 2006 • Andersons Inc • Wholesale-farm product raw materials • New Jersey

Servicing Agreement, dated as of December 29, 2005 (this “Agreement”), by and between The Andersons Rail Operating I LLC a Delaware limited liability company, (the “Company”), and The Andersons, Inc., an Ohio corporation, as the servicer (the “Servicer”), for the benefit of the Agent and the Lenders (as defined herein).

and THE ANDERSONS, INC., as the Manager Management Agreement Dated as of December 29, 2005
Management Agreement • January 5th, 2006 • Andersons Inc • Wholesale-farm product raw materials • New Jersey

Management Agreement, dated as of December 29, 2005 (this “Agreement”), by and between THE ANDERSONS RAIL OPERATING I LLC, a Delaware limited liability company (“Company”), and THE ANDERSONS, INC. (“The Andersons”), an Ohio corporation, as the manager (the “Manager”), for the benefit of the Agent and the Lenders (as defined herein).

TERM LOAN AGREEMENT Between THE ANDERSONS RAIL OPERATING I LLC, as Borrower, THE LENDERS NAMED HEREIN, and SIEMENS FINANCIAL SERVICES, INC., as Agent and Lender Dated as of December 29, 2005
Term Loan Agreement • January 5th, 2006 • Andersons Inc • Wholesale-farm product raw materials • New Jersey

TERM LOAN AGREEMENT, dated as of December 29, 2005, among THE ANDERSONS RAIL OPERATING I LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and SIEMENS FINANCIAL SERVICES, INC. (in its capacity as Agent for the Lenders hereunder together with its successors and permitted assigns in such capacity, the “Agent”).

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