PURCHASE AND SALE AGREEMENT
Exhibit 10.2
Certain confidential information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with asterisks (***). This Exhibit has been filed separately with the SEC without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of September 30, 2015, by and between GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Purchaser”), and WL ROSS-GREENBRIER RAIL I LLC, a Delaware limited liability company (“Seller”)
RECITALS
Seller owns certain railcars (the “Cars”), as more particularly described in Exhibit A; and
The Cars have been leased to the lessees identified in Exhibit A (each individually, a “Lessee”), pursuant to those certain riders and schedules evidencing the lease in respect of the Cars identified therein, incorporating the terms of the applicable related master lease agreement identified in Exhibit A (each rider or schedule individually, a “Schedule” and, together with the applicable Master Lease Agreement as it pertains to such Schedule, a “Lease,” and each Lease and the other operative documents related thereto (including any and all amendments, supplements and modifications) identified in Exhibit A as they pertain to the Cars, collectively, the “Operative Documents”); and
Seller, as borrower, entered into a Senior Loan Agreement, dated as of April 27, 2010, among Australia and New Zealand Banking Group Limited as agent (“ANZ”), and each other of the senior lenders from time to time a party thereto (as amended, the “Senior Loan Agreement”) pursuant to which certain accounts (as more completely described in Exhibit B to this Agreement, the “Accounts”) were established under the Security Agreement and Senior Loan Documents (as defined in the Senior Loan Agreement) associated therewith; and
The Leases, the other Operative Documents, and the Cars and the Accounts are hereinafter collectively referred to as the “Assets”; and
Purchaser desires to acquire from Seller and Seller desires to sell to Purchaser the Cars and Purchaser is willing to assume certain of Seller’s rights and obligations under the Operative Documents and Accounts and Seller desires to assign certain of Seller’s rights and obligations under the Operative Documents and Accounts; and
The consummation of the transactions contemplated by this Agreement will occur simultaneously with the release of liens of the Senior Loan Parties as defined in, and in accordance with, that certain payoff agreement (the “Payoff Agreement”) dated as of September 30, 2015 among the Seller, ANZ, Landesbank Baden-Wuttemberg, and Wells Fargo Bank Northwest , National Association (“Wells Fargo”).
NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions herein set forth, the parties hereto agree as follows:
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1. Purchase and Sale of Cars and Assignment and Assumption of Rights and Obligations.
1.1 Purchase and Sale of Cars. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties and other facts contained herein, Purchaser shall purchase all of Seller’s rights, title and interest in and to the Cars from Seller free and clear of all liens and encumbrances of any nature in one Closing described in Section 1.5 of this Agreement; provided, however, that the parties acknowledge that the Lessees under the Operative Documents have certain rights in the Cars and the Leases, and certain liens may be permitted under the Operative Documents.
1.2 Assignment and Assumption of Lease Rights and Obligations. Subject to the terms and conditions of this Agreement and the Assignment and Assumption Agreement dated as of the date hereof between Seller as Assignor and Purchaser as Assignee substantially in the form set forth on Exhibit C hereto (the “Assignment Agreement”), Seller shall assign and transfer and Purchaser shall assume and acquire, as of, and subsequent to, the Closing Date, all of the rights, duties and obligations of Assignor under the Operative Documents, subject to the reserves and distributions contemplated under the Termination Agreement by and between Purchaser and WLR-Greenbrier Rail Inc. providing for termination of certain agreements and the reserve and distribution of certain funds (the “Termination Agreement’) (the “Lease Rights and Obligations”).
1.3 Assignment and Assumption of Account Rights and Obligations. Subject to the terms and conditions of this Agreement, and further subject to execution of the Payoff Agreement and the Termination Agreement, Seller shall assign and Purchaser shall assume and acquire, as of, and subsequent to, the Closing Date, all of the rights, duties and obligations of Assignor with respect to the Accounts (the “Account Rights and Obligations”) as contemplated in the Payoff Agreement, with the understanding Seller will assume expenses associated with the Accounts for periods on and after December 15, 2015 (the Lease Rights and Obligations together with the Account Rights and Obligations shall be referred to herein collectively as the “Rights and Obligations”).
1.4 Assignment Agreement, Assignment of Account Rights and Bill of Sale. Purchaser’s purchase of the Assets and assumption of the Rights and Obligations shall be evidenced by the execution and delivery by Seller and Purchaser of this Agreement, the Assignment Agreement, assignment of Account rights as contemplated under the Payoff Agreement, and the execution and delivery by Seller to Purchaser of a Bill of Sale for the Cars substantially in the form set forth in Exhibit D hereto (the “Bill of Sale”) reflecting a complete list of all of the Cars by mark and numbers.
1.5 Closing. Upon the performance of all covenants and obligations and upon satisfaction or waiver of all conditions set forth in this Agreement, the transactions contemplated by this Agreement shall be consummated in one closing (the “Closing”). The Closing will occur on September 30, 2015, or on such other date and at such time as the parties may mutually agree (such date of Closing the “Closing Date”). In the event that any signature pages to this Agreement or any other document or agreement to be executed and delivered in connection herewith are executed and delivered prior to the Closing Date, such signature pages shall be held in escrow pending the Closing and verbal instructions from the relevant party authorizing the
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same at Closing. If the Closing has not occurred by October 6, 2015, (i) no Rights or Obligations of Seller in, to and under the applicable Assets shall be deemed to have been sold, assigned, transferred or conveyed by Seller to Purchaser and Purchaser shall promptly return to Seller all documents delivered by Seller to Purchaser evidencing such sale, assignment, transfer and conveyance of such Assets, (ii) Seller shall have no obligation to sell the applicable Assets to Purchaser and Purchaser shall have no obligation to Purchase the Assets from Seller, and (iii) no Rights and Obligations shall be deemed to have been assigned or transferred by Seller to Purchaser.
1.6 Purchase Price. The purchase price for the Assets will be *** (the “Purchase Price”). Seller has directed Purchaser to remit the Purchase Price directly to the senior lenders as contemplated under the Payoff Agreement, by wire transfer of federal or other immediately available funds.
1.7 Events of Loss. In the event any Car is lost due to theft or disappearance or non-existence, destruction, damage beyond repair, or is rendered permanently unfit for normal use for any reason whatever, or such Car is damaged resulting in an insurance settlement with respect to such Car on the basis of a loss, the condemnation, confiscation, seizure or requisition of use or title to such Car by any governmental authority under the power of eminent domain or otherwise, prior to the Closing Date, and Seller has not yet received compensation for such loss, ownership to such Car will transfer to Purchaser on the Closing Date and Purchaser will be entitled to all casualty and loss payments relating to such Car.
1.8 Shared Rights and Obligations. With respect to any indemnification or other provision of the Operative Documents that are and remain exercisable or otherwise for the benefit of each of Seller and Purchaser after giving effect to the sale of the Assets, or rights with respect to insurance coverages provided by Lessee pursuant to the Operative Documents, Seller and Purchaser shall be entitled to the non-exclusive rights and benefits of the same to the extent such indemnification or other provisions, or insurance coverages, relate to such party (that is, a claim against or harm suffered by either such party for which an indemnification or insurance coverage is available under the Operative Documents); provided, further, in no event shall Seller have any right to declare a default, cancel, or terminate, any of the Operative Documents, or have any right to, or demand, any rent payments or other amounts due and owing thereunder with respect to the time period on and after the Closing Date, or any right to take any action with respect to the Cars, or amend, waive or give any consent under any Operative Document as it relates to the Cars or Purchaser’s Rights and Obligations.
1.9 As between Seller and Purchaser, Seller, Seller shall retain any liabilities relating to accidents or other events occurring prior to Closing other than contract claims made by Lessees under the Leases against Seller and Operating Expenses as contemplated in Section 6.1 pertaining to the Cars and the Leases (the liabilities retained by Seller under this Section 1.9 constitute the “Retained Obligations”)
2. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser, as of the Closing Date:
2.1 Organization. Seller is a Delaware limited liability company, validly existing and in good standing under the laws of the State of Delaware.
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2.2 Power and Authority. Seller has full power and authority to execute, deliver and perform pursuant to this Agreement, the Assignment Agreement, any Account assignment Documents, a Memorandum of Assignment relating to the Leases in substantially the form of Exhibit E hereto, and Bill of Sale together with any schedules and riders thereto and any additional documents executed in connection with the Closing (collectively, the “Transaction Documents”); to own or lease its properties; and to carry on its business as now conducted.
2.3 Due Authorization. This Agreement has been duly authorized, executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other laws of general applicability affecting creditors’ rights generally or by general principles of equity. The Assignment Agreement, any Account assignment documents and the Bill of Sale together with such schedules and riders thereto and any additional documents executed in connection with the Closing have each been duly authorized by Seller and, when executed and delivered, will constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with their terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally or by general principles of equity.
2.4 No Consents or Filings. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not, other than as may be required under one or more Operative Documents or as provided in the Payoff Agreement, require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default under, or result in the acceleration of, any contract to which Seller is a party or by which it or the Assets are bound, or, in the event consent, notice or other action is required such obligation will have been met.
2.5 Compliance with Instruments and Statutes. Neither the execution, delivery or performance by Seller of the Transaction Documents, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or will result in a breach or violation of any of the terms, conditions or provisions of any law, governmental rule or regulation then in effect or the articles of organization or operating agreement of Seller or any order, writ, injunction, or decree of any court or governmental authority against Seller or by which it or any of its properties is bound, or constitutes, or will constitute a default thereunder or will result in the imposition of any lien upon the Assets.
2.6 Assets Ownership. Seller is the sole owner of the Cars and, at Closing, Seller will convey to Purchaser absolute, good, marketable and valid title (“Title”) in and to the Cars free and clear of all liens, encumbrances and claims, other than the applicable Lease and the other Operative Documents and those which the applicable Lessee is obligated to discharge under the terms of the applicable Operative Documents. The Seller is the sole legal and beneficial owner of the rights, title and interests of “Lessor” under each Lease and the other applicable Operative Documents and, at Closing, Seller will sell, assign and transfer to Purchaser all of Seller’s rights, title and interest in and to each Lease and the other applicable Operative Documents (with the exception of the Retained Obligations) free and clear of all liens, encumbrances and claims. The Seller is the sole legal and beneficial owner under each Account and, at Closing, Seller will sell, assign and transfer to Purchaser all of Seller’s rights, title and interest in and to each Account free and clear of all liens,
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encumbrances and claims. All funds received in connection with the Cars and the Leases during Seller’s period of ownership have been and will be deposited in the Accounts. Seller is the sole account holder for the Accounts, and has not commingled funds or other accounts of Seller or any affiliates of Seller with the Accounts.
2.7 Concerning the Leases and Cars. Purchaser’s affiliate, Greenbrier Management Company LLC (“GMS”) currently provides administrative services (the “Services”) to Seller in connection with the Cars and the Leases pursuant to a Railcar Remarketing and Management Agreement dated April 29, 2010 (the “Management Agreement”). Seller authorizes GMS to release any and all records relating to the Assets to Purchaser and its agents. Purchaser has or will perform its own due diligence with respect to the status of the Cars, the Leases, and lessee insurance prior to Closing. Seller has authorized the security trustee under the Lender Agreements to disclose to Purchaser information pertaining to the Accounts, and Purchaser will perform its own due diligence with respect to the status of the Accounts.
2.8 Car Warranties. Seller hereby assigns and transfers to Purchaser all rights which Seller may have under any warranties, patent indemnities or other instruments relating to the Cars and agrees to take such actions and assist Purchaser in good faith and as Purchaser may reasonably request to secure rights for Purchaser.
2.9 Seller Activities and Fraudulent Conveyances. Seller is a special purpose entity that has at all times since its formation been exclusively engaged in the business of owning the Assets and leasing the Cars, and it has not engaged in any other business activities. The transfer of the Assets to Purchaser as contemplated by this Agreement and the other Transaction Documents is made in exchange for fair and equivalent consideration. At Closing Seller will have no material creditors other than Purchaser and its affiliated entities and other than for potential taxes incurred in connection with the transactions. The transactions contemplated by this Agreement are entered into by Seller in good faith and are not intended, and shall not operate, to hinder, delay or defraud any creditor of Seller, or violate any applicable federal or state laws relating to fraudulent or voidable conveyances or transfers, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not have any such effect, and are and shall be effective against Seller’s existing or future creditors. In the event such laws are deemed applicable, or in the event Seller has failed to pay or provide for the payment of any of its pre-Closing creditors (except for any Operating Expenses or amounts owed by Seller under any Operative Documents for which Purchaser has agreed to be responsible), Seller agrees to pay such creditor(s) promptly upon determination of Seller’s liability to the creditor(s), and agrees to indemnify and hold Purchaser harmless from, and reimburse Purchaser for, any loss, cost, expense, liability or damage which Purchaser may suffer or incur by virtue of noncompliance by Seller or Purchaser with such applicable laws.
2.10 Brokers. Seller has not dealt with any broker, finder or similar agent in connection with the negotiations relating to this Agreement and the transactions contemplated herein.
2.11 Residual Sharing and Other Agreements. Except as may be specifically set forth in the Operative Documents or the Termination Agreement, there are no option or residual sharing agreements, residual guarantees or residual insurance agreements, re-marketing agreements, deferred fee agreements, or other agreements, with respect to any Car or any Operative Document as it pertains to any Car, or with respect to any Account, or which would be binding upon or enforceable against Purchaser, against the Cars any Operative Document as it pertains to any Car, or against the proceeds of any sale, leasing or other disposition of the Cars or disposition of the Accounts.
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2.12 Rental Installments. [Not applicable]
2.13 Litigation. There is no litigation or proceeding pending or, to the knowledge of Seller, threatened, (a) involving Seller related to the Assets or (b) against Seller, which if adversely determined, would prohibit or materially interfere with the consummation by Seller of the transactions contemplated herein.
2.14 [Reserved]
2.15 No Inconsistent Action. From and after the date of this Agreement, without the prior written consent of Purchaser, Seller shall not amend, nor consent to any amendment of any Operative Document or any Account or take any other action with respect thereto that would affect in any way whatsoever or purport to affect, Purchaser’s rights hereunder or under any such Operative Document or under any Account, nor shall Seller take any action with respect thereto that is inconsistent with the transactions contemplated hereby. From and after the Closing Date neither Seller nor any affiliate of Seller will claim any tax benefits, file any tax returns, or take any other action that would be inconsistent with the status of Purchaser as the owner of the Assets for federal, state and local tax purposes, except for the period of Seller’s ownership prior to the Closing Date.
2.16 Accuracy of Information. No representation or warranty made by Seller in this Agreement, or in any agreement, instrument, document, certificate, statement or letter furnished or to be furnished to Purchaser at the Closing by or on behalf of Seller in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact. Except as expressly set forth herein, the representations and warranties contained in this Section 2 or elsewhere in this Agreement or any document delivered pursuant hereto will not be affected or deemed waived by reason of the fact that the Purchaser or its representatives knew or should have known that any such representation or warranty is or might be inaccurate in any respect.
3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller, as of each Closing Date with respect to the subject transaction:
3.1 Organization. Purchaser is a limited liability company duly organized and validly existing under the laws of the State of Oregon.
3.2 Power and Authority. Purchaser has full power and authority to execute, deliver and perform pursuant to the applicable Transaction Documents; to own or lease its properties; and to carry on its business as now conducted.
3.3 Due Authorization. This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, or other laws of general applicability affecting creditors’ rights generally or by general principles of equity. The Assignment Agreement and any
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Account assignment Documents together with such schedules and riders thereto and any additional documents executed in connection with the Closing have each been duly authorized by Purchaser, and, when executed and delivered, will constitute the legal, valid and binding obligations of Purchaser, enforceable against it in accordance with their terms, except as such enforcement may be limited by any applicable bankruptcy, insolvency, reorganization, or other laws affecting creditors’ rights generally or by general principles of equity.
3.4 No Consents or Filings. The execution, delivery and performance by Purchaser of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not require the consent, notice or other action by any person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any contract to which Purchaser is a party or by which it or the Assets are bound, or, in the event consent, notice or other action is required such obligation will have been met.
3.5 Compliance with Instruments and Statutes. Neither the execution, delivery or performance by Purchaser pursuant to the Transaction Documents to which it is a party nor compliance with the terms and provisions thereof, conflicts or will conflict with or will result in a breach or violation of any of the terms, conditions or provisions of any law, governmental rule, or regulation then in effect or the organizational documents of Purchaser or any order, writ, injunction, or decree of any court or governmental authority against Purchaser or by which it or any of its properties may be bound, or any other agreement or instrument to which Purchaser is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder.
3.6 Brokers. Purchaser has not dealt with any broker, finder or similar agent in connection with the negotiations relating to this Agreement and the transactions contemplated herein.
3.7 Litigation. There is no litigation or proceeding pending or, to the knowledge of Purchaser, threatened, against Purchaser, which, if adversely determined, would prohibit or materially interfere with the consummation by Purchaser of the transactions contemplated herein.
3.8 No Inconsistent Action. From and after the date of this Agreement, without the prior written consent of Seller, Purchaser shall not amend, nor consent to any amendment of any Operative Document or any Account, or take any action with respect thereto that would affect or purport to affect, Seller’s rights hereunder or under the Operative Document or Account nor shall Purchaser take any action with respect thereto that is inconsistent with the transactions contemplated hereby. From and after the Closing Date neither Purchaser nor any affiliate of Purchaser will claim any tax benefits, file any tax returns, or take any other action that would be inconsistent with the status of Seller as the owner of the Assets for federal, state and local tax purposes during the period prior to the Closing Date.
3.9 Accuracy of Information. No representation or warranty made by Purchaser in this Agreement, or in any agreement, instrument, document, certificate, statement or letter furnished or to be furnished to Seller at Closing by or on behalf of Purchaser in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact. The representations and warranties contained in this Section 3 or elsewhere in this Agreement or any document delivered pursuant hereto will not be affected or deemed waived by reason of the fact that the Seller or its representatives knew or should have known that any such representation or warranty is or might be inaccurate in any respect.
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4. Conditions to Closing.
4.1 Conditions to the Obligations of Purchaser. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are expressly conditioned upon satisfaction of the following conditions on or prior to the Closing Date with respect to the subject transaction, unless waived by Purchaser; provided, that any such condition precedent within the direct control of Purchaser shall not be deemed a condition precedent with respect to Purchaser’s obligations to consummate the transactions contemplated by this Agreement:
4.1.1 Due Execution and Delivery. Purchaser shall have received an executed original Bill of Sale and fully executed counterparts of each of the other Transaction Documents, the Payoff Agreement and the Termination Agreement, or scanned true copies thereof with the originals to follow upon Closing.
4.1.2 Operative Documents. Purchaser is in possession of true, correct and complete copies of each of the Operative Documents.
4.1.3 Schedule. Purchaser shall have received an original of each Schedule identified in Exhibit A, or a scanned true copy thereof with the original to follow upon Closing to the extent in the custody of Seller, any affiliate of Seller, senior lenders or the security trustee under the Senior Loan Documents.
4.1.4 Notice of Assignment. [Not applicable]
4.1.5 Insurance. [Not applicable]
4.1.6 Incumbency Certificate. Purchaser shall have received a certificate of a responsible officer of Seller certifying as to the authority and incumbency of the officers of Seller executing the documents contemplated hereby.
4.1.7 Representations and Warranties True. All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date.
4.1.8 Performance. All obligations and agreements required by this Agreement to be performed by Seller on or prior to the Closing Date shall have been performed.
4.1.9 Required Consents. Written consents shall have been obtained with respect to any and all approvals, authorizations, consents, licenses, certificates and orders of, registrations, filings, and recordings with and notices to any federal, state, or other public or governmental office, authority, agency, or court, and any person holding a direct or indirect interest (or for whose benefit any interest is held) in the Assets that are necessary (a) for the valid authorization, execution, delivery and performance of this Agreement by Seller or (b) for the effectiveness and full enforceability of this Agreement and the rights intended to be created hereby and thereby in favor of Purchaser or against Seller.
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4.1.10 Lien Releases, Terminations and Assignments and Title Opinions. Purchaser shall have received lien releases, terminations and assignments, and search results and opinions relating to the records of the Surface Transportation Board (“STB”), and the Office of the Registrar General of Canada (“RG”) in the case of a Canadian Lessee, and any applicable Uniform Commercial Code filing offices, in form and substance satisfactory to Purchaser, that effective upon the Closing Date, it will receive good and marketable title to the Assets, free and clear of all liens or interest of others, other than those which each Lessee is obligated to discharge under the terms of the applicable Lease. In the event Purchaser has not received the same on or before Closing and agrees to close, the parties will cooperate in effecting any necessary terminations, releases or assignments, as contemplated in Section 6.4.
4.1.11 Receipt of Documents. Purchaser shall have received from Seller all of the documents specified in this Agreement with respect to the Closing, except as otherwise provided herein.
4.2 Conditions to the Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are expressly conditioned upon satisfaction of the following conditions on or prior to the Closing Date with respect to the subject transaction, unless waived by Seller; provided, that any such condition precedent within the direct control Seller shall not be deemed a condition precedent with respect to Seller’s obligations to consummate the transactions:
4.2.1 Due Execution and Delivery. Seller shall have received fully executed counterparts of the Transaction Documents, with originals to follow upon closing.
4.2.2 Notice of Assignment. [Not applicable]
4.2.3 Incumbency Certificate. Seller shall have received a certificate of a responsible officer of Purchaser certifying as to the authority and incumbency of the officers of Purchaser executing the documents contemplated hereby.
4.2.4 Representations and Warranties True. All representations and warranties of Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date.
4.2.5 Performance of Covenants. All obligations and agreements required by this Agreement to be performed by Purchaser on or prior to the Closing Date shall have been performed.
4.2.6 Payment of Purchase Price. Purchaser shall pay the Purchase Price for the Assets to the senior lenders.
4.2.7 Required Consents. Written consents shall have been obtained with respect to any and all approvals, authorizations, consents, licenses, certificates and orders of, registrations, filings, and recordings with and notices to any federal, state, or other public or governmental office, authority, agency, or court, and any person holding a direct or indirect
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interest (or for whose benefit any interest is held) in the Assets that are necessary (a) for the valid authorization, execution, delivery and performance of this Agreement by Purchaser or (b) for the effectiveness and full enforceability of this Agreement and the rights intended to be created hereby and thereby in favor of Seller or against Purchaser.
5. Taxes.
5.1 Seller’s Indemnity. Seller shall be responsible to pay, and shall indemnify Purchaser from and against (a) all duties, excise taxes, value added taxes, or other taxes, licenses, fees or other costs which were (or may be) required to be paid in connection with events arising prior to the Closing, in each case, except as expressly provided in 6.1.1 and (b) all federal, state or local income or franchise taxes, and taxes related to forgiveness of debt, incurred by Seller or its affiliates, whether attributable to periods before, on, or after the Closing.
5.2 Purchaser’s Indemnity. Except as set forth in Section 5.1, Purchaser shall be responsible to pay, and shall indemnify Seller from and against all sales, use, property taxes, duties, excise taxes, value added taxes, withholdings or other taxes, licenses, fees or other costs which were (or may be) required to be paid in connection with events arising on or after the Closing, including but not limited to any applicable acquisition taxes.
6. Post Closing Matters.
6.1 Allocation of Rents and Operating Expenses. In consideration of the assignment of Seller’s rights and interest in the Accounts to Purchaser, and subject to the calculation and distribution of reserves and distributions as contemplated under the Termination Agreement:
6.1.1 (a) Purchaser shall be responsible for and shall pay all inspection, maintenance, ad valorem taxes, withholding taxes on Lease rents, storage, transportation, re-marking, UMLER and Official Railway Equipment Register (ORER) costs and expenses and any costs associated with filing and reporting required by the AAR, FRA or other applicable authority relating to the Cars, and the Operative Documents as they pertain to the Cars, which are incurred prior to the Closing Date and are unpaid as of the Closing Date (the “Operating Expenses”), and (b) Purchaser shall be responsible for and shall pay all expenses relating to the Cars, and the Operative Documents as they pertain to the Cars, which are incurred on or after the Closing Date, and all expenses associated with the Accounts with respect to periods on and after December 15, 2015.
6.1.2 (a) Purchaser shall be entitled to all revenues relating to the Cars, and the Operative Documents as they pertain to the Cars, and the Accounts, and earned prior to the Closing Date but not yet received at the time of Closing and (b) Purchaser shall be entitled to all revenues earned on or after the Closing Date. In the event Seller receives any revenues relating to the Cars, the Operative Documents as they pertain to the Cars or the Accounts on or after Closing, Seller shall promptly remit such amounts to Purchaser.
6.1.3 Upon Closing, the Management Agreement between Seller and GMS will terminate, along with the Purchaser’s guaranty of GMS obligations thereunder, and Purchaser will be responsible for any Operating Expenses payable to GMS thereunder with respect to periods prior to the Closing.
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6.1.4 Without limiting any other rights or remedies of Purchaser, and other than expenses incurred by GLC or its affiliates in maintaining the Lease Fleet as provided in Exhibit A to the Termination Agreement, Purchaser may offset any amount to which Purchaser, or any affiliate of Purchaser, may be entitled under this Agreement (with respect to indemnity claims, Retained Obligations or otherwise) or any of the related agreements including but not limited to the Termination Agreement, against amounts otherwise payable to Seller by Purchaser under this Agreement or otherwise payable to Seller or any of its affiliates by Purchaser or any of its affiliates under the Termination Agreement. The exercise of the right of offset by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of this Agreement or any other agreement. In addition, neither the exercise of such right of offset, nor the failure to exercise, will limit the rights and remedies of Purchaser or any of their affiliates in any manner against Seller.
6.2 Records. [Not applicable]
6.3 Marks Management. [Not applicable]
6.4 Further Assurances. Each party agrees that from time to time before, on or after the Closing Date, it shall, on its own initiative taken in good faith and at the reasonable request of the other party, execute and deliver or cause to be executed and delivered such instruments of transfer, conveyance, assignment or assumption, and such other documents, papers and filings with the STB, RG or other filing offices as may be required, and take all such further actions, in addition to those required under the express terms of this Agreement, as may be reasonably required to more effectively consummate the purposes of this Agreement and implement the transactions contemplated hereby. Seller expressly covenants and agrees to cooperate with Purchaser in connection with any litigation arising with respect to the Assets if Seller’s cooperation is reasonably necessary for the adjudication of issues raised in such litigation.
6.5 Confidentiality. Seller and Purchaser shall maintain the terms of this Agreement in confidence, and shall take all reasonable precautions to preserve its confidentiality at all times; provided however that either party may disclose the terms of this Agreement to its employees, agents, auditors and legal advisors who likewise have a confidentiality obligation, or as may otherwise be legally required, or in any filing required of such party or such party’s affiliate with any securities commission or other regulatory agency or as may be required by the securities listing requirements applicable to such party or such party’s affiliates.
7. Miscellaneous.
7.1 Amendments and Waivers. Any provisions of this Agreement may be amended and the observance of any provision of this Agreement may be waived only by an instrument in writing specifically stating that such instrument is intended to amend, modify or supplement this Agreement or to waive such provision and duly signed by or on behalf of each of the parties hereto.
7.2 Notices. Any notice, request or other communication required or provided by this Agreement shall be given in writing and be personally delivered, mailed by registered or certified mail, or given by telex, telegram or facsimile transmission confirmed by mail, addressed to:
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If to Purchaser:
Greenbrier Leasing Company LLC
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
Attention: General Counsel
Telephone: (503) ###-###-####
Telecopy: (503)-684-7553
and if to Seller:
WL Ross Greenbrier Rail I LLC
1166 Avenue of the Americas
New York, NY 10036
Attention: Wendy Teramoto
Telephone: (212) ###-###-####
Telecopy: (212) ###-###-####
Such notice shall be deemed given upon receipt thereof at the address of the party above stated or at any other address specified by such party in a notice complying with this Section.
7.3 Representations and Warranties. The representations, warranties and covenants of the parties hereto contained in or made pursuant to this Agreement, except as they may be fully performed prior to or on the Closing Date, shall survive the execution and delivery of this Agreement and the Closing.
7.4 General Indemnity. Except as otherwise provided in the Transaction Documents, Seller shall indemnify and hold Purchaser and any affiliate, officer, director, shareholder, partner, contractor, indemnitee, settlor, employee, servant, agent, beneficiary, successor, transferee or assign of Purchaser (together with Purchaser, the “Purchaser’s Indemnified Parties”) harmless from any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and expenses of whatsoever kind and nature (including claims arising under any legal theory including torts, contracts, tax or regulatory law) incurred by or asserted against one or more Purchaser’s Indemnified Parties with respect to the Assets, arising out of accident, injury or damage occurring prior to the Closing or any breach of any Seller representation or obligation under this Agreement; and Purchaser shall indemnify and hold Seller and any affiliate, officer, director, shareholder, partner, contractor, indemnitee, settlor, employee, servant, agent, beneficiary, successor, transferee or assign of Seller (together with Seller, the “Seller’s Indemnified Parties”) harmless from any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements, including legal fees and expenses of whatsoever kind and nature (including claims arising under any legal theory including torts, contracts, tax or regulatory law) incurred by or asserted against one or more Seller’s Indemnified Parties with respect to the Assets, arising out of accident, injury or damage occurring on or after the Closing or any breach of any Purchaser representation or obligation under this Agreement.
7.5 Parties in Interest, Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that neither Purchaser nor Seller may assign any of their rights or obligations under the Transaction Documents without the prior written consent of the other party.
12
7.6 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).
7.7 Interpretation. In this Agreement, the singular shall include the plural and the word “person” shall include corporations, partnerships, joint ventures, associations, trusts, unincorporated organizations, governments and agencies, as well as natural persons.
7.8 Integration. This Agreement and the other agreements, documents and instruments referred to herein or contemplated hereby, constitute the entire agreement of the parties with respect to the transactions contemplated hereby and thereby and supersede any previous agreement or understanding among the parties with respect thereto.
7.9 Headings. Titles or captions of Sections or Subsections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.
7.10 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, but all such counterparts together shall constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]
13
IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.
| SELLER: | WL ROSS-GREENBRIER RAIL I LLC | |||
| By: /s/ Wendy Teramoto | ||||
| Name: Wendy Teramoto | ||||
| Title: Vice President | ||||
| PURCHASER: | GREENBRIER LEASING COMPANY LLC | |||
| By: /s/ Larry Stanley | ||||
| Name: Larry D. Stanley | ||||
| Title: Vice President | ||||
[Signature page to Purchase and Sale Agreement]
EXHIBIT A
TO PURCHASE AND SALE AGREEMENT
Railcars and Leases
RAILCARS
| Lease ID | Number of Cars | Description | Reporting Marks and Numbers | ||||||
| B01-140 | 64 | 5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114 | AOK 65502 through AOK 65504, inclusive; AOK 65507; AOK 65510; AOK 65512; AOK 65516 through AOK 65518, inclusive; AOK 65522; AOK 65523; AOK 65527; AOK 65532; AOK 65539; AOK 65540; AOK 65542; AOK 65547; AOK 65549; AOK 65551; AOK 65553; AOK 65555; AOK 65558; AOK 65559; AOK 65563; AOK 65570 through AOK 65572, inclusive; AOK 65579; AOK 65581 through AOK 65583, inclusive; AOK 65586 through AOK 65588, inclusive; AOK 65591; AOK 65604; AOK 65613; AOK 65617; AOK 65618; AOK 65620; AOK 65621; AOK 65628; AOK 65632; AOK 65633; AOK 65637 through AOK 65639, inclusive; AOK 65641; AOK 65643; AOK 65657; AOK 65663; AOK 65667; AOK 65670; AOK 65680; AOK 65683; AOK 65685; AOK 65689; AOK 65695 through AOK 65698, inclusive; AOK 65702; AOK 65703; and AOK 65707 | ||||||
| B01-159 | 200 | 3,267 CF gondolas with non-rotary couplers, 286,000 lbs. GRL, AAR Car Type Code E735 | AOK 519200 through AOK 519399, inclusive | ||||||
| B01-162 | 42 | 4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1007 to BNBX 503549, not inclusive; see Exhibit A.1 | ||||||
| B01-190 | 125 | 4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1006 to BNBX 120363, not inclusive; see Exhibit A.2 | ||||||
| B01-191 | 172 | 3,985 CF open hoppers with 8 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341; and 4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | GBRX 20201 through GBRX 20220, inclusive; GBRX 20222 through GBRX 20238, inclusive; GBRX 20240 through GBRX 20244, inclusive; GBRX20246 through GBRX 20254, inclusive; GBRX 20256 through GBRX 20261, inclusive; GBRX 20263 through GBRX 20279, inclusive; GBRX 20281 through GBRX 20283, inclusive; GBRX 20285 through GBRX 20294, inclusive; GBRX 20296 through GBRX 20326, inclusive; GBRX 20328 through GBRX 20344, inclusive; GBRX 20346 through GBRX 20354, inclusive; GBRX 20356 through GBRX 20371, inclusive; GBRX 20373 through GBRX 20381, inclusive; GBRX 26162; GBRX 26166; and GBRX 26180 | ||||||
| S66-001 | 20 | 3,281 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C112 | BNBX 120750 through BNBX 120769, inclusive | ||||||
| A62-001 | 27 | 6,221 CF covered hoppers with pneumatic outlets, 286,000 lbs. GRL, AAR Car Type Code C214 | TIMX 62031; AOKX 62013; AOKX 62014; AOKX 62020 through AOKX 62030, inclusive; and AOKX 62032 through AOKX 62044, inclusive | ||||||
| A62-002 | 18 | 6,221 CF covered hoppers with pneumatic outlets, 286,000 lbs. GRL, AAR Car Type Code C214 | TIMX 62000 through TIMX 62019, inclusive | ||||||
| Lease ID | Number of Cars | Description | Reporting Marks and Numbers | ||||||
| C07-038 | 17 | 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1009; BNBX 1082; BNBX 1087; BNBX 1089; BNBX 1092; BNBX 1097; BNBX 1108; BNBX 1130; BNBX 1164; BNBX 1166; BNBX 1241; BNBX 1321; BNBX 1346; BNBX 1358; BNBX 1373; BNBX 1451; and BNBX 503520 | ||||||
| C100-001 | 196 | 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1001 to BNBX 503550, not inclusive; see Exhibit A.3 | ||||||
| C02-044 | 190 | 4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 6044 through BNBX 6064, inclusive; BNBX 6066 through BNBX 6081, inclusive; BNBX 6083 through BNBX 6096, inclusive; BNBX 6098 through BNBX 6105, inclusive; BNBX 6107 through BNBX 6110, inclusive; BNBX 6112 through BNBX 6159, inclusive; and BNBX 6161 through BNBX 6239, inclusive | ||||||
| C02-048 | 199 | 42-foot gondolas, 286,000 lbs. GRL, AAR Car Type Code E241 | AOK 494500 through AOK 494647, inclusive; and AOK 494649 through AOK 494699, inclusive | ||||||
| D07-007 | 96 | 73-foot centerbeam flatcars, 286,000 lbs. GRL, AAR Car Type Code F483 | AOK 21531 to AOK 29348, not inclusive; see Exhibit A.4 | ||||||
| E03-004 | 141 | 4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1008 to BNBX 503545, not inclusive; see Exhibit A.5 | ||||||
| E33-002 | 145 | 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 120110 to BNBX 120373, not inclusive; see Exhibit A.6 | ||||||
| G08-011 | 95 | 4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | GBRX 26125 through GBRX 26135, inclusive; GBRX 26138 through GBRX 26145, inclusive; GBRX 26147 through GBRX 26150, inclusive; GBRX 26152; GBRX 26154; GBRX 26155; GBRX 26157 through GBRX 26160, inclusive; GBRX 26167 through GBRX 26169, inclusive; GBRX 26171; GBRX 26174; GBRX 26175; GBRX 26177 through GBRX 26179, inclusive; GBRX 26182 through GBRX 26185, inclusive; GBRX 26187; GBRX 26189 through GBRX 26195, inclusive; GBRX 26198 through GBRX 26223, inclusive; GBRX 26225 through GBRX 26229, inclusive; GBRX 26231; GBRX 26235; GBRX 26237 through GBRX 26239, inclusive; GBRX 26241 through GBRX 26243, inclusive; and GBRX 26246 through GBRX 26249, inclusive | ||||||
| K08-002 | 25 | 3,281 CF covered hoppers with gravity gates, 286,000 lbs. GRL, AAR Car Type Code C112 | GBRX 65425 through GBRX 65449, inclusive | ||||||
| L04-003 | 76 | 3,281 CF covered hoppers with gravity gates, 286,000 lbs. GRL, AAR Car Type Code C112 | ARUX 210; BCAX 200 through BCAX 209, inclusive; and BCAX 211 through BCAX 275, inclusive | ||||||
| L10-022 | 99 | 3,250 CF covered hoppers with gravity gates, 286,000 lbs. GRL, AAR Car Type Code C112 | CEFX 81080 to CEFX 81160, not inclusive; and GBRX 81074 to GBRX 81173, not inclusive; see Exhibit A.7 | ||||||
| L05-003 | 74 | 73-foot centerbeam flatcars, 286,000 lbs. GRL, AAR Car Type Code F483 | AOK 21530 to AOK 29349, not inclusive; see Exhibit A.8 | ||||||
| M10-025 | 25 | 60-foot Plate E boxcars with double sliding doors, 286,000 lbs. GRL, AAR Car Type Code B617 | AOK 120008 to AOK 120142, not inclusive; see Exhibit A.9 | ||||||
2
| Lease ID | Number of Cars | Description | Reporting Marks and Numbers | ||||||
| M10-028 | 437 | 50-foot Plate G boxcars with single plug door, 286,000 lbs. GRL, AAR Car Type Code A406 | IBT 18400 through IBT 18403, inclusive; IBT 18405 through IBT 18416, inclusive; IBT 18419 through IBT 18500, inclusive; IBT 18502 through IBT 18529, inclusive; IBT 18531 through IBT 18536, inclusive; IBT 18538 through IBT 18604, inclusive; IBT 18606 through IBT 18627, inclusive; IBT 18629 through IBT 18749, inclusive; IBT 18751; IBT 18753 through IBT 18772, inclusive; IBT 18774 through IBT 18783, inclusive; IBT 18785 through IBT 18803, inclusive; and IBT 18805 through IBT 18849, inclusive | ||||||
| O16-001 | 23 | 4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | GBRX 26136; GBRX 26137; GBRX 26146; GBRX 26151; GBRX 26153; GBRX 26156; GBRX 26161; GBRX 26164; GBRX 26170; GBRX 26173; GBRX 26176; GBRX 26181; GBRX 26186; GBRX 26196; GBRX 26197; GBRX 26224; GBRX 26230; GBRX 26233; GBRX 26234; GBRX 26236; GBRX 26240; GBRX 26244; and GBRX 26245 | ||||||
| P28-009 | 26 | 3,230 CF pressure-differential covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C612 | BNBX 95072 to BNBX 95716, not inclusive; see Exhibit A.10 | ||||||
| P06-007 | 50 | 60-foot Plate E boxcars with double sliding doors, 286,000 lbs. GRL, AAR Car Type Code B617 | AOK 120000 to AOK 120149, not inclusive; see Exhibit A.11 | ||||||
| R09-001 | 19 | 3,230 CF pressure-differential covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C612 | GBRX 65000 through GBRX 65013, inclusive; and GBRX 65015 through GBRX 65019, inclusive | ||||||
| S68-002 | 141 | 4,480 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311; and 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1017 to BNBX 503539, not inclusive; see Exhibit A.12 | ||||||
| S65-001 | 120 | 4,074 CF open covered hoppers with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | GBRX 49001 to GBRX 49244, not inclusive; see Exhibit A.13 | ||||||
| S65-005 | 127 | 4,074 CF open covered hoppers with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341; and 4,200 CF open covered hoppers with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | BNBX 503554 to BNBX 503566, not inclusive; and GBRX 49002 to GBRX 49245, not inclusive; see Exhibit A.14 | ||||||
| S77-001 | 25 | 42-foot gondolas, 286,000 lbs. GRL, AAR Car Type Code E241 | AOKX 34375 through AOKX 34399, inclusive | ||||||
| T21-020 | 100 | 5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114 | AOKX 65505 to AOKX 65709, not inclusive; see Exhibit A.15 | ||||||
| T06-005 | 104 | 60-foot Plate F boxcars with 16-foot double plug doors, 286,000 lbs. GRL, AAR Car Type Code A606 | TBOX 889269 through TBOX 889274, inclusive; and TBOX 889276 through TBOX 889373, inclusive | ||||||
| U01-061 | 101 | 5,200 CF covered hoppers with gravity/pneumatic gates, 286,000 lbs. GRL, AAR Car Type Code C314 | CMO 10010; CMO 10017; CMO 10069; CMO 100472; CMO 10075; CMO 10101; CMO 10108; CMO 10109; CMO 10119; CMO 10171; CMO 10174; CMO 10175; CMO 10199 through CMO 10222, inclusive; CMO 10224 through CMO 10248, inclusive; and CMO 10250 through CMO 10289, inclusive | ||||||
3
| Lease ID | Number of Cars | Description | Reporting Marks and Numbers | ||||||
| U01-073 | 20 | 5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114 | CMO 63034 through CMO 63053, inclusive | ||||||
| W04-022 | 94 | 60-foot Plate F boxcars with 16-foot double plug doors, 286,000 lbs. GRL, AAR Car Type Code A606 | AOK 354617 to AOK 354998, not inclusive; see Exhibit A.16 | ||||||
| W26-001 | 142 | 4,530 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | WEPX 2875 through WEPX 2901, inclusive; WEPX 2903 through WEPX 2929, inclusive; WEPX 2931 through WEPX 2940, inclusive; WEPX 2942 through WEPX 2977, inclusive; WEPX 2979 through WEPX 2990, inclusive; WEPX 2992 through WEPX 2995, inclusive; WEPX 2997 through WEPX 3007, inclusive; WEPX 3009 through WEPX 3022, inclusive; and WEPX 3024 | ||||||
| Off-lease/stored Group 1 | 21 | 5,161 CF covered hoppers, 286,000 lbs. GRL, AAR Car Type Code C114 | AOK 65501 to AOK 65681, not inclusive; see Exhibit A.17 | ||||||
| Off-lease/stored Group 2 | 147 | 3,197 CF gondolas with non-rotary couplers, 263,000 lbs. GRL, AAR Car Type Code E735 | WCRC 3175 through WCRC 3195, inclusive; WCRC 3197 through WCRC 3220, inclusive; WCRC 3222; WCRC 3223; and WCRC 3225 through WCRC 3224, inclusive | ||||||
| Off-lease/stored Group 3 | 16 | 12-foot 9-inch, 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1401 through BNBX 1404, inclusive; BNBX 1417; BNBX 1419; BNBX 1421; BNBX 1426; BNBX 1429; BNBX 1430; BNBX 1432; BNBX 1434; and BNBX 1445 through BNBX 1448, inclusive | ||||||
| Off-lease/stored Group 4 | 116 | 8-foot 8-inch, 4,520 CF gondolas with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code J311 | BNBX 1003 to BNBX 503553, not inclusive; see Exhibit A.18 | ||||||
| Off-lease/stored Group 5 | 7 | 3,985 CF open hoppers with rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | GBRX 20221, GBRX 20239, GBRX 20280, GBRX 20327, GBRX 20345, GBRX 20355, and GBRX 20372 | ||||||
| Off-lease/stored Group 6 | 1 | 4,074 CF open hopper with 9 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | GBRX 49082 | ||||||
| Off-lease/stored Group 7 | 2 | 4,200 CF open hoppers with 5 outlets and rotary couplers, 286,000 lbs. GRL, AAR Car Type Code K341 | GBRX 26163 and GBRX 26172 | ||||||
| Total | 3,885 | ||||||||
4
EXHIBIT A.1 (B01-162)
| Mark | Number | Mark | Number | |||
| BNBX | 1007 | BNBX | 1378 | |||
| BNBX | 1034 | BNBX | 1380 | |||
| BNBX | 1064 | BNBX | 1385 | |||
| BNBX | 1065 | BNBX | 1407 | |||
| BNBX | 1077 | BNBX | 1410 | |||
| BNBX | 1093 | BNBX | 1416 | |||
| BNBX | 1103 | BNBX | 1418 | |||
| BNBX | 1145 | BNBX | 1423 | |||
| BNBX | 1170 | BNBX | 1424 | |||
| BNBX | 1179 | BNBX | 1428 | |||
| BNBX | 1207 | BNBX | 1431 | |||
| BNBX | 1273 | BNBX | 1433 | |||
| BNBX | 1274 | BNBX | 1442 | |||
| BNBX | 1291 | BNBX | 40380 | |||
| BNBX | 1301 | BNBX | 40419 | |||
| BNBX | 1314 | BNBX | 503483 | |||
| BNBX | 1325 | BNBX | 503485 | |||
| BNBX | 1327 | BNBX | 503532 | |||
| BNBX | 1333 | BNBX | 503534 | |||
| BNBX | 1350 | BNBX | 503548 | |||
| BNBX | 1352 | BNBX | 503549 |
5
EXHIBIT A.2 (B01-190)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||||
| BNBX | 1006 | BNBX | 1116 | BNBX | 1224 | BNBX | 1339 | BNBX | 40535 | |||||||||
| BNBX | 1013 | BNBX | 1119 | BNBX | 1231 | BNBX | 1361 | BNBX | 40542 | |||||||||
| BNBX | 1018 | BNBX | 1120 | BNBX | 1233 | BNBX | 1364 | BNBX | 120144 | |||||||||
| BNBX | 1021 | BNBX | 1125 | BNBX | 1235 | BNBX | 1367 | BNBX | 120147 | |||||||||
| BNBX | 1024 | BNBX | 1132 | BNBX | 1242 | BNBX | 1369 | BNBX | 120158 | |||||||||
| BNBX | 1040 | BNBX | 1136 | BNBX | 1244 | BNBX | 1374 | BNBX | 120161 | |||||||||
| BNBX | 1043 | BNBX | 1147 | BNBX | 1251 | BNBX | 1384 | BNBX | 120162 | |||||||||
| BNBX | 1044 | BNBX | 1151 | BNBX | 1252 | BNBX | 1390 | BNBX | 120164 | |||||||||
| BNBX | 1054 | BNBX | 1161 | BNBX | 1262 | BNBX | 1394 | BNBX | 120175 | |||||||||
| BNBX | 1056 | BNBX | 1163 | BNBX | 1264 | BNBX | 1396 | BNBX | 120181 | |||||||||
| BNBX | 1063 | BNBX | 1167 | BNBX | 1265 | BNBX | 1398 | BNBX | 120189 | |||||||||
| BNBX | 1068 | BNBX | 1168 | BNBX | 1276 | BNBX | 1400 | BNBX | 120207 | |||||||||
| BNBX | 1074 | BNBX | 1171 | BNBX | 1278 | BNBX | 1411 | BNBX | 120226 | |||||||||
| BNBX | 1075 | BNBX | 1172 | BNBX | 1285 | BNBX | 1437 | BNBX | 120228 | |||||||||
| BNBX | 1079 | BNBX | 1173 | BNBX | 1292 | BNBX | 1441 | BNBX | 120237 | |||||||||
| BNBX | 1083 | BNBX | 1177 | BNBX | 1294 | BNBX | 1449 | BNBX | 120291 | |||||||||
| BNBX | 1084 | BNBX | 1187 | BNBX | 1295 | BNBX | 40138 | BNBX | 120296 | |||||||||
| BNBX | 1085 | BNBX | 1191 | BNBX | 1297 | BNBX | 40254 | BNBX | 120305 | |||||||||
| BNBX | 1088 | BNBX | 1195 | BNBX | 1299 | BNBX | 40261 | BNBX | 120316 | |||||||||
| BNBX | 1090 | BNBX | 1198 | BNBX | 1300 | BNBX | 40332 | BNBX | 120320 | |||||||||
| BNBX | 1099 | BNBX | 1200 | BNBX | 1307 | BNBX | 40360 | BNBX | 120326 | |||||||||
| BNBX | 1100 | BNBX | 1202 | BNBX | 1310 | BNBX | 40365 | BNBX | 120340 | |||||||||
| BNBX | 1105 | BNBX | 1205 | BNBX | 1312 | BNBX | 40376 | BNBX | 120346 | |||||||||
| BNBX | 1106 | BNBX | 1210 | BNBX | 1322 | BNBX | 40501 | BNBX | 120362 | |||||||||
| BNBX | 1110 | BNBX | 1217 | BNBX | 1331 | BNBX | 40518 | BNBX | 120363 |
6
EXHIBIT A.3 (C100-001)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||||
| BNBX | 1001 | BNBX | 1186 | BNBX | 1329 | BNBX | 120150 | BNBX | 120304 | |||||||||
| BNBX | 1002 | BNBX | 1188 | BNBX | 1337 | BNBX | 120154 | BNBX | 120307 | |||||||||
| BNBX | 1010 | BNBX | 1192 | BNBX | 1341 | BNBX | 120155 | BNBX | 120310 | |||||||||
| BNBX | 1014 | BNBX | 1193 | BNBX | 1345 | BNBX | 120156 | BNBX | 120318 | |||||||||
| BNBX | 1019 | BNBX | 1196 | BNBX | 1347 | BNBX | 120163 | BNBX | 120319 | |||||||||
| BNBX | 1028 | BNBX | 1199 | BNBX | 1349 | BNBX | 120165 | BNBX | 120322 | |||||||||
| BNBX | 1029 | BNBX | 1203 | BNBX | 1351 | BNBX | 120166 | BNBX | 120323 | |||||||||
| BNBX | 1033 | BNBX | 1214 | BNBX | 1363 | BNBX | 120169 | BNBX | 120324 | |||||||||
| BNBX | 1035 | BNBX | 1215 | BNBX | 1370 | BNBX | 120173 | BNBX | 120325 | |||||||||
| BNBX | 1038 | BNBX | 1221 | BNBX | 1372 | BNBX | 120179 | BNBX | 120331 | |||||||||
| BNBX | 1047 | BNBX | 1225 | BNBX | 1375 | BNBX | 120183 | BNBX | 120341 | |||||||||
| BNBX | 1049 | BNBX | 1226 | BNBX | 1376 | BNBX | 120185 | BNBX | 120344 | |||||||||
| BNBX | 1050 | BNBX | 1228 | BNBX | 1377 | BNBX | 120186 | BNBX | 120345 | |||||||||
| BNBX | 1051 | BNBX | 1229 | BNBX | 1382 | BNBX | 120200 | BNBX | 120347 | |||||||||
| BNBX | 1073 | BNBX | 1234 | BNBX | 1386 | BNBX | 120203 | BNBX | 120349 | |||||||||
| BNBX | 1076 | BNBX | 1237 | BNBX | 1392 | BNBX | 120204 | BNBX | 120356 | |||||||||
| BNBX | 1080 | BNBX | 1240 | BNBX | 1395 | BNBX | 120209 | BNBX | 120360 | |||||||||
| BNBX | 1081 | BNBX | 1246 | BNBX | 1399 | BNBX | 120218 | BNBX | 120368 | |||||||||
| BNBX | 1096 | BNBX | 1247 | BNBX | 1412 | BNBX | 120219 | BNBX | 120369 | |||||||||
| BNBX | 1098 | BNBX | 1249 | BNBX | 1413 | BNBX | 120220 | BNBX | 120372 | |||||||||
| BNBX | 1101 | BNBX | 1253 | BNBX | 1414 | BNBX | 120221 | BNBX | 120374 | |||||||||
| BNBX | 1111 | BNBX | 1254 | BNBX | 1420 | BNBX | 120222 | BNBX | 503492 | |||||||||
| BNBX | 1115 | BNBX | 1255 | BNBX | 1425 | BNBX | 120223 | BNBX | 503495 | |||||||||
| BNBX | 1117 | BNBX | 1256 | BNBX | 1435 | BNBX | 120225 | BNBX | 503496 | |||||||||
| BNBX | 1124 | BNBX | 1260 | BNBX | 1438 | BNBX | 120235 | BNBX | 503502 | |||||||||
| BNBX | 1127 | BNBX | 1263 | BNBX | 1444 | BNBX | 120241 | BNBX | 503509 | |||||||||
| BNBX | 1133 | BNBX | 1266 | BNBX | 1450 | BNBX | 120246 | BNBX | 503510 | |||||||||
| BNBX | 1135 | BNBX | 1271 | BNBX | 120111 | BNBX | 120249 | BNBX | 503512 | |||||||||
| BNBX | 1137 | BNBX | 1279 | BNBX | 120113 | BNBX | 120252 | BNBX | 503521 | |||||||||
| BNBX | 1140 | BNBX | 1284 | BNBX | 120115 | BNBX | 120253 | BNBX | 503522 | |||||||||
| BNBX | 1143 | BNBX | 1287 | BNBX | 120117 | BNBX | 120254 | BNBX | 503531 | |||||||||
| BNBX | 1144 | BNBX | 1296 | BNBX | 120118 | BNBX | 120256 | BNBX | 503535 | |||||||||
| BNBX | 1146 | BNBX | 1298 | BNBX | 120121 | BNBX | 120257 | BNBX | 503537 | |||||||||
| BNBX | 1150 | BNBX | 1308 | BNBX | 120126 | BNBX | 120258 | BNBX | 503538 | |||||||||
| BNBX | 1154 | BNBX | 1309 | BNBX | 120128 | BNBX | 120264 | BNBX | 503546 | |||||||||
| BNBX | 1165 | BNBX | 1316 | BNBX | 120131 | BNBX | 120265 | BNBX | 503550 | |||||||||
| BNBX | 1175 | BNBX | 1318 | BNBX | 120138 | BNBX | 120268 | |||||||||||
| BNBX | 1178 | BNBX | 1319 | BNBX | 120141 | BNBX | 120281 | |||||||||||
| BNBX | 1182 | BNBX | 1320 | BNBX | 120146 | BNBX | 120282 | |||||||||||
| BNBX | 1185 | BNBX | 1323 | BNBX | 120148 | BNBX | 120297 |
7
EXHIBIT A.4 (D07-007)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||
| AOK | 21531 | AOK | 29175 | AOK | 29239 | AOK | 29304 | |||||||
| AOK | 21540 | AOK | 29177 | AOK | 29240 | AOK | 29305 | |||||||
| AOK | 21546 | AOK | 29180 | AOK | 29241 | AOK | 29307 | |||||||
| AOK | 21552 | AOK | 29182 | AOK | 29242 | AOK | 29311 | |||||||
| AOK | 21561 | AOK | 29184 | AOK | 29243 | AOK | 29312 | |||||||
| AOK | 21564 | AOK | 29186 | AOK | 29245 | AOK | 29313 | |||||||
| AOK | 21568 | AOK | 29189 | AOK | 29246 | AOK | 29315 | |||||||
| AOK | 21569 | AOK | 29194 | AOK | 29251 | AOK | 29317 | |||||||
| AOK | 21571 | AOK | 29195 | AOK | 29252 | AOK | 29319 | |||||||
| AOK | 29150 | AOK | 29197 | AOK | 29253 | AOK | 29322 | |||||||
| AOK | 29151 | AOK | 29199 | AOK | 29260 | AOK | 29325 | |||||||
| AOK | 29152 | AOK | 29200 | AOK | 29263 | AOK | 29328 | |||||||
| AOK | 29153 | AOK | 29201 | AOK | 29264 | AOK | 29329 | |||||||
| AOK | 29154 | AOK | 29203 | AOK | 29268 | AOK | 29330 | |||||||
| AOK | 29155 | AOK | 29208 | AOK | 29269 | AOK | 29336 | |||||||
| AOK | 29157 | AOK | 29210 | AOK | 29270 | AOK | 29338 | |||||||
| AOK | 29158 | AOK | 29212 | AOK | 29273 | AOK | 29341 | |||||||
| AOK | 29160 | AOK | 29214 | AOK | 29285 | AOK | 29342 | |||||||
| AOK | 29161 | AOK | 29219 | AOK | 29287 | AOK | 29343 | |||||||
| AOK | 29162 | AOK | 29222 | AOK | 29288 | AOK | 29345 | |||||||
| AOK | 29165 | AOK | 29223 | AOK | 29289 | AOK | 29348 | |||||||
| AOK | 29167 | AOK | 29225 | AOK | 29296 | |||||||||
| AOK | 29171 | AOK | 29231 | AOK | 29297 | |||||||||
| AOK | 29172 | AOK | 29233 | AOK | 29301 | |||||||||
| AOK | 29173 | AOK | 29238 | AOK | 29302 |
8
EXHIBIT A.5 (E03-004)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||
| BNBX | 1008 | BNBX | 1379 | BNBX | 40283 | BNBX | 40413 | |||||||
| BNBX | 1022 | BNBX | 1408 | BNBX | 40284 | BNBX | 40427 | |||||||
| BNBX | 1025 | BNBX | 1422 | BNBX | 40286 | BNBX | 40429 | |||||||
| BNBX | 1031 | BNBX | 1427 | BNBX | 40287 | BNBX | 40432 | |||||||
| BNBX | 1042 | BNBX | 1436 | BNBX | 40293 | BNBX | 40437 | |||||||
| BNBX | 1052 | BNBX | 1439 | BNBX | 40298 | BNBX | 40439 | |||||||
| BNBX | 1059 | BNBX | 1440 | BNBX | 40299 | BNBX | 40441 | |||||||
| BNBX | 1069 | BNBX | 1443 | BNBX | 40302 | BNBX | 40447 | |||||||
| BNBX | 1071 | BNBX | 40132 | BNBX | 40308 | BNBX | 40459 | |||||||
| BNBX | 1107 | BNBX | 40141 | BNBX | 40318 | BNBX | 40464 | |||||||
| BNBX | 1121 | BNBX | 40143 | BNBX | 40320 | BNBX | 40493 | |||||||
| BNBX | 1122 | BNBX | 40148 | BNBX | 40322 | BNBX | 40495 | |||||||
| BNBX | 1142 | BNBX | 40155 | BNBX | 40327 | BNBX | 40506 | |||||||
| BNBX | 1155 | BNBX | 40167 | BNBX | 40329 | BNBX | 40521 | |||||||
| BNBX | 1156 | BNBX | 40186 | BNBX | 40333 | BNBX | 40524 | |||||||
| BNBX | 1160 | BNBX | 40196 | BNBX | 40335 | BNBX | 40527 | |||||||
| BNBX | 1183 | BNBX | 40199 | BNBX | 40337 | BNBX | 40530 | |||||||
| BNBX | 1189 | BNBX | 40204 | BNBX | 40342 | BNBX | 40539 | |||||||
| BNBX | 1194 | BNBX | 40206 | BNBX | 40347 | BNBX | 40543 | |||||||
| BNBX | 1211 | BNBX | 40228 | BNBX | 40356 | BNBX | 40545 | |||||||
| BNBX | 1212 | BNBX | 40229 | BNBX | 40364 | BNBX | 40546 | |||||||
| BNBX | 1213 | BNBX | 40236 | BNBX | 40370 | BNBX | 40560 | |||||||
| BNBX | 1218 | BNBX | 40238 | BNBX | 40371 | BNBX | 40563 | |||||||
| BNBX | 1219 | BNBX | 40243 | BNBX | 40372 | BNBX | 40567 | |||||||
| BNBX | 1248 | BNBX | 40248 | BNBX | 40373 | BNBX | 40573 | |||||||
| BNBX | 1269 | BNBX | 40249 | BNBX | 40378 | BNBX | 40575 | |||||||
| BNBX | 1281 | BNBX | 40253 | BNBX | 40387 | BNBX | 40580 | |||||||
| BNBX | 1288 | BNBX | 40256 | BNBX | 40389 | BNBX | 40584 | |||||||
| BNBX | 1293 | BNBX | 40257 | BNBX | 40392 | BNBX | 40590 | |||||||
| BNBX | 1304 | BNBX | 40263 | BNBX | 40396 | BNBX | 40591 | |||||||
| BNBX | 1340 | BNBX | 40264 | BNBX | 40399 | BNBX | 40592 | |||||||
| BNBX | 1342 | BNBX | 40266 | BNBX | 40400 | BNBX | 503494 | |||||||
| BNBX | 1343 | BNBX | 40278 | BNBX | 40404 | BNBX | 503516 | |||||||
| BNBX | 1356 | BNBX | 40279 | BNBX | 40406 | BNBX | 503524 | |||||||
| BNBX | 1366 | BNBX | 40282 | BNBX | 40410 | BNBX | 503543 | |||||||
| BNBX | 503545 |
9
EXHIBIT A.6 (E33-002)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||||
| BNBX | 120110 | BNBX | 120168 | BNBX | 120211 | BNBX | 120261 | BNBX | 120327 | |||||||||
| BNBX | 120112 | BNBX | 120170 | BNBX | 120212 | BNBX | 120262 | BNBX | 120332 | |||||||||
| BNBX | 120114 | BNBX | 120171 | BNBX | 120213 | BNBX | 120263 | BNBX | 120333 | |||||||||
| BNBX | 120116 | BNBX | 120172 | BNBX | 120214 | BNBX | 120267 | BNBX | 120334 | |||||||||
| BNBX | 120119 | BNBX | 120174 | BNBX | 120215 | BNBX | 120279 | BNBX | 120335 | |||||||||
| BNBX | 120120 | BNBX | 120176 | BNBX | 120216 | BNBX | 120280 | BNBX | 120336 | |||||||||
| BNBX | 120122 | BNBX | 120177 | BNBX | 120217 | BNBX | 120283 | BNBX | 120337 | |||||||||
| BNBX | 120123 | BNBX | 120178 | BNBX | 120224 | BNBX | 120287 | BNBX | 120338 | |||||||||
| BNBX | 120124 | BNBX | 120180 | BNBX | 120227 | BNBX | 120288 | BNBX | 120339 | |||||||||
| BNBX | 120125 | BNBX | 120182 | BNBX | 120229 | BNBX | 120289 | BNBX | 120342 | |||||||||
| BNBX | 120129 | BNBX | 120184 | BNBX | 120230 | BNBX | 120290 | BNBX | 120343 | |||||||||
| BNBX | 120130 | BNBX | 120187 | BNBX | 120231 | BNBX | 120292 | BNBX | 120348 | |||||||||
| BNBX | 120132 | BNBX | 120188 | BNBX | 120232 | BNBX | 120294 | BNBX | 120350 | |||||||||
| BNBX | 120135 | BNBX | 120190 | BNBX | 120233 | BNBX | 120295 | BNBX | 120351 | |||||||||
| BNBX | 120136 | BNBX | 120191 | BNBX | 120234 | BNBX | 120298 | BNBX | 120352 | |||||||||
| BNBX | 120137 | BNBX | 120192 | BNBX | 120236 | BNBX | 120299 | BNBX | 120353 | |||||||||
| BNBX | 120139 | BNBX | 120193 | BNBX | 120238 | BNBX | 120300 | BNBX | 120354 | |||||||||
| BNBX | 120140 | BNBX | 120194 | BNBX | 120239 | BNBX | 120301 | BNBX | 120355 | |||||||||
| BNBX | 120142 | BNBX | 120195 | BNBX | 120242 | BNBX | 120302 | BNBX | 120357 | |||||||||
| BNBX | 120143 | BNBX | 120196 | BNBX | 120243 | BNBX | 120303 | BNBX | 120358 | |||||||||
| BNBX | 120145 | BNBX | 120197 | BNBX | 120244 | BNBX | 120306 | BNBX | 120359 | |||||||||
| BNBX | 120149 | BNBX | 120198 | BNBX | 120245 | BNBX | 120308 | BNBX | 120361 | |||||||||
| BNBX | 120151 | BNBX | 120199 | BNBX | 120247 | BNBX | 120309 | BNBX | 120364 | |||||||||
| BNBX | 120152 | BNBX | 120201 | BNBX | 120248 | BNBX | 120311 | BNBX | 120365 | |||||||||
| BNBX | 120153 | BNBX | 120202 | BNBX | 120250 | BNBX | 120312 | BNBX | 120366 | |||||||||
| BNBX | 120157 | BNBX | 120205 | BNBX | 120251 | BNBX | 120313 | BNBX | 120367 | |||||||||
| BNBX | 120159 | BNBX | 120206 | BNBX | 120255 | BNBX | 120315 | BNBX | 120370 | |||||||||
| BNBX | 120160 | BNBX | 120208 | BNBX | 120259 | BNBX | 120317 | BNBX | 120371 | |||||||||
| BNBX | 120167 | BNBX | 120210 | BNBX | 120260 | BNBX | 120321 | BNBX | 120373 |
10
EXHIBIT A.7 (L10-022)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||
| CEFX | 81080 | GBRX | 81081 | GBRX | 81112 | GBRX | 81143 | |||||||
| CEFX | 81092 | GBRX | 81082 | GBRX | 81113 | GBRX | 81145 | |||||||
| CEFX | 81095 | GBRX | 81083 | GBRX | 81114 | GBRX | 81146 | |||||||
| CEFX | 81103 | GBRX | 81084 | GBRX | 81115 | GBRX | 81147 | |||||||
| CEFX | 81108 | GBRX | 81085 | GBRX | 81116 | GBRX | 81150 | |||||||
| CEFX | 81109 | GBRX | 81086 | GBRX | 81118 | GBRX | 81151 | |||||||
| CEFX | 81110 | GBRX | 81087 | GBRX | 81121 | GBRX | 81152 | |||||||
| CEFX | 81117 | GBRX | 81088 | GBRX | 81122 | GBRX | 81153 | |||||||
| CEFX | 81119 | GBRX | 81089 | GBRX | 81123 | GBRX | 81155 | |||||||
| CEFX | 81120 | GBRX | 81090 | GBRX | 81124 | GBRX | 81156 | |||||||
| CEFX | 81126 | GBRX | 81091 | GBRX | 81125 | GBRX | 81157 | |||||||
| CEFX | 81130 | GBRX | 81093 | GBRX | 81127 | GBRX | 81161 | |||||||
| CEFX | 81139 | GBRX | 81094 | GBRX | 81128 | GBRX | 81162 | |||||||
| CEFX | 81144 | GBRX | 81096 | GBRX | 81129 | GBRX | 81163 | |||||||
| CEFX | 81148 | GBRX | 81097 | GBRX | 81131 | GBRX | 81164 | |||||||
| CEFX | 81149 | GBRX | 81098 | GBRX | 81132 | GBRX | 81165 | |||||||
| CEFX | 81154 | GBRX | 81099 | GBRX | 81133 | GBRX | 81166 | |||||||
| CEFX | 81158 | GBRX | 81100 | GBRX | 81134 | GBRX | 81167 | |||||||
| CEFX | 81160 | GBRX | 81101 | GBRX | 81135 | GBRX | 81168 | |||||||
| GBRX | 81074 | GBRX | 81102 | GBRX | 81136 | GBRX | 81169 | |||||||
| GBRX | 81075 | GBRX | 81104 | GBRX | 81137 | GBRX | 81170 | |||||||
| GBRX | 81076 | GBRX | 81105 | GBRX | 81138 | GBRX | 81171 | |||||||
| GBRX | 81077 | GBRX | 81106 | GBRX | 81140 | GBRX | 81172 | |||||||
| GBRX | 81078 | GBRX | 81107 | GBRX | 81141 | GBRX | 81173 | |||||||
| GBRX | 81079 | GBRX | 81111 | GBRX | 81142 |
11
EXHIBIT A.8 (L05-003)
| Mark | Number | Mark | Number | Mark | Number | |||||
| AOK | 21530 | AOK | 21560 | AOK | 29224 | |||||
| AOK | 21532 | AOK | 21562 | AOK | 29227 | |||||
| AOK | 21533 | AOK | 21563 | AOK | 29236 | |||||
| AOK | 21534 | AOK | 21565 | AOK | 29237 | |||||
| AOK | 21535 | AOK | 21566 | AOK | 29247 | |||||
| AOK | 21536 | AOK | 21567 | AOK | 29254 | |||||
| AOK | 21537 | AOK | 21570 | AOK | 29255 | |||||
| AOK | 21538 | AOK | 21572 | AOK | 29259 | |||||
| AOK | 21539 | AOK | 21573 | AOK | 29280 | |||||
| AOK | 21541 | AOK | 21574 | AOK | 29286 | |||||
| AOK | 21542 | AOK | 21575 | AOK | 29294 | |||||
| AOK | 21543 | AOK | 21576 | AOK | 29298 | |||||
| AOK | 21544 | AOK | 21577 | AOK | 29300 | |||||
| AOK | 21545 | AOK | 21579 | AOK | 29308 | |||||
| AOK | 21547 | AOK | 29164 | AOK | 29309 | |||||
| AOK | 21548 | AOK | 29176 | AOK | 29310 | |||||
| AOK | 21549 | AOK | 29181 | AOK | 29314 | |||||
| AOK | 21550 | AOK | 29185 | AOK | 29331 | |||||
| AOK | 21553 | AOK | 29190 | AOK | 29332 | |||||
| AOK | 21554 | AOK | 29193 | AOK | 29333 | |||||
| AOK | 21555 | AOK | 29202 | AOK | 29334 | |||||
| AOK | 21556 | AOK | 29205 | AOK | 29335 | |||||
| AOK | 21557 | AOK | 29206 | AOK | 29344 | |||||
| AOK | 21558 | AOK | 29213 | AOK | 29349 | |||||
| AOK | 21559 | AOK | 29215 |
12
EXHIBIT A.9 (M10-025)
| Mark | Number | |
| AOK | 120008 | |
| AOK | 120009 | |
| AOK | 120011 | |
| AOK | 120016 | |
| AOK | 120026 | |
| AOK | 120027 | |
| AOK | 120034 | |
| AOK | 120037 | |
| AOK | 120039 | |
| AOK | 120054 | |
| AOK | 120055 | |
| AOK | 120060 | |
| AOK | 120064 | |
| AOK | 120077 | |
| AOK | 120079 | |
| AOK | 120095 | |
| AOK | 120104 | |
| AOK | 120115 | |
| AOK | 120120 | |
| AOK | 120122 | |
| AOK | 120123 | |
| AOK | 120126 | |
| AOK | 120127 | |
| AOK | 120130 | |
| AOK | 120142 |
13
EXHIBIT A.10 (P28-009)
| Mark | Number | |
| BNBX | 95072 | |
| BNBX | 95080 | |
| BNBX | 95084 | |
| BNBX | 95397 | |
| BNBX | 95432 | |
| BNBX | 95448 | |
| BNBX | 95449 | |
| BNBX | 95450 | |
| BNBX | 95469 | |
| BNBX | 95475 | |
| BNBX | 95476 | |
| BNBX | 95485 | |
| BNBX | 95486 | |
| BNBX | 95487 | |
| BNBX | 95488 | |
| BNBX | 95489 | |
| BNBX | 95490 | |
| BNBX | 95491 | |
| BNBX | 95492 | |
| BNBX | 95493 | |
| BNBX | 95494 | |
| BNBX | 95495 | |
| BNBX | 95497 | |
| BNBX | 95498 | |
| BNBX | 95500 | |
| BNBX | 95716 |
14
EXHIBIT A.11 (P06-007)
| Mark | Number | Mark | Number | |||
| AOK | 120000 | AOK | 120085 | |||
| AOK | 120004 | AOK | 120087 | |||
| AOK | 120013 | AOK | 120088 | |||
| AOK | 120014 | AOK | 120090 | |||
| AOK | 120015 | AOK | 120099 | |||
| AOK | 120022 | AOK | 120100 | |||
| AOK | 120028 | AOK | 120101 | |||
| AOK | 120030 | AOK | 120107 | |||
| AOK | 120032 | AOK | 120108 | |||
| AOK | 120033 | AOK | 120117 | |||
| AOK | 120047 | AOK | 120118 | |||
| AOK | 120053 | AOK | 120121 | |||
| AOK | 120058 | AOK | 120124 | |||
| AOK | 120062 | AOK | 120129 | |||
| AOK | 120066 | AOK | 120131 | |||
| AOK | 120067 | AOK | 120132 | |||
| AOK | 120068 | AOK | 120133 | |||
| AOK | 120069 | AOK | 120134 | |||
| AOK | 120070 | AOK | 120135 | |||
| AOK | 120074 | AOK | 120140 | |||
| AOK | 120075 | AOK | 120145 | |||
| AOK | 120078 | AOK | 120146 | |||
| AOK | 120080 | AOK | 120147 | |||
| AOK | 120082 | AOK | 120148 | |||
| AOK | 120084 | AOK | 120149 |
15
EXHIBIT A.12 (S68-002)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||||
| BNBX | 1017 | BNBX | 40150 | BNBX | 40268 | BNBX | 40397 | BNBX | 40515 | |||||||||
| BNBX | 1030 | BNBX | 40153 | BNBX | 40273 | BNBX | 40402 | BNBX | 40519 | |||||||||
| BNBX | 1041 | BNBX | 40156 | BNBX | 40276 | BNBX | 40405 | BNBX | 40525 | |||||||||
| BNBX | 1048 | BNBX | 40157 | BNBX | 40295 | BNBX | 40407 | BNBX | 40528 | |||||||||
| BNBX | 1057 | BNBX | 40164 | BNBX | 40306 | BNBX | 40415 | BNBX | 40533 | |||||||||
| BNBX | 1067 | BNBX | 40165 | BNBX | 40307 | BNBX | 40418 | BNBX | 40534 | |||||||||
| BNBX | 1072 | BNBX | 40181 | BNBX | 40311 | BNBX | 40421 | BNBX | 40541 | |||||||||
| BNBX | 1094 | BNBX | 40182 | BNBX | 40317 | BNBX | 40428 | BNBX | 40548 | |||||||||
| BNBX | 1095 | BNBX | 40183 | BNBX | 40321 | BNBX | 40440 | BNBX | 40549 | |||||||||
| BNBX | 1118 | BNBX | 40187 | BNBX | 40323 | BNBX | 40445 | BNBX | 40550 | |||||||||
| BNBX | 1190 | BNBX | 40188 | BNBX | 40324 | BNBX | 40446 | BNBX | 40553 | |||||||||
| BNBX | 1216 | BNBX | 40190 | BNBX | 40331 | BNBX | 40449 | BNBX | 40559 | |||||||||
| BNBX | 1220 | BNBX | 40191 | BNBX | 40338 | BNBX | 40454 | BNBX | 40564 | |||||||||
| BNBX | 1259 | BNBX | 40192 | BNBX | 40339 | BNBX | 40460 | BNBX | 40565 | |||||||||
| BNBX | 1282 | BNBX | 40193 | BNBX | 40341 | BNBX | 40466 | BNBX | 40568 | |||||||||
| BNBX | 1290 | BNBX | 40201 | BNBX | 40348 | BNBX | 40467 | BNBX | 40576 | |||||||||
| BNBX | 1303 | BNBX | 40205 | BNBX | 40352 | BNBX | 40468 | BNBX | 40579 | |||||||||
| BNBX | 1334 | BNBX | 40208 | BNBX | 40353 | BNBX | 40471 | BNBX | 40588 | |||||||||
| BNBX | 1338 | BNBX | 40219 | BNBX | 40355 | BNBX | 40472 | BNBX | 40589 | |||||||||
| BNBX | 1357 | BNBX | 40223 | BNBX | 40357 | BNBX | 40483 | BNBX | 503487 | |||||||||
| BNBX | 1409 | BNBX | 40224 | BNBX | 40361 | BNBX | 40484 | BNBX | 503497 | |||||||||
| BNBX | 1415 | BNBX | 40234 | BNBX | 40366 | BNBX | 40490 | BNBX | 503500 | |||||||||
| BNBX | 40115 | BNBX | 40239 | BNBX | 40368 | BNBX | 40491 | BNBX | 503508 | |||||||||
| BNBX | 40122 | BNBX | 40245 | BNBX | 40369 | BNBX | 40502 | BNBX | 503511 | |||||||||
| BNBX | 40126 | BNBX | 40246 | BNBX | 40381 | BNBX | 40509 | BNBX | 503539 | |||||||||
| BNBX | 40127 | BNBX | 40255 | BNBX | 40386 | BNBX | 40510 | |||||||||||
| BNBX | 40146 | BNBX | 40259 | BNBX | 40388 | BNBX | 40511 | |||||||||||
| BNBX | 40147 | BNBX | 40260 | BNBX | 40393 | BNBX | 40513 | |||||||||||
| BNBX | 40149 | BNBX | 40262 | BNBX | 40395 | BNBX | 40514 |
16
EXHIBIT A.13 (S65-001)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||
| GBRX | 49001 | GBRX | 49063 | GBRX | 49114 | GBRX | 49187 | |||||||
| GBRX | 49005 | GBRX | 49064 | GBRX | 49115 | GBRX | 49189 | |||||||
| GBRX | 49008 | GBRX | 49065 | GBRX | 49121 | GBRX | 49190 | |||||||
| GBRX | 49009 | GBRX | 49066 | GBRX | 49122 | GBRX | 49192 | |||||||
| GBRX | 49011 | GBRX | 49067 | GBRX | 49123 | GBRX | 49193 | |||||||
| GBRX | 49012 | GBRX | 49068 | GBRX | 49125 | GBRX | 49194 | |||||||
| GBRX | 49017 | GBRX | 49072 | GBRX | 49126 | GBRX | 49196 | |||||||
| GBRX | 49019 | GBRX | 49073 | GBRX | 49127 | GBRX | 49197 | |||||||
| GBRX | 49021 | GBRX | 49074 | GBRX | 49129 | GBRX | 49200 | |||||||
| GBRX | 49024 | GBRX | 49077 | GBRX | 49136 | GBRX | 49201 | |||||||
| GBRX | 49025 | GBRX | 49079 | GBRX | 49137 | GBRX | 49202 | |||||||
| GBRX | 49027 | GBRX | 49080 | GBRX | 49138 | GBRX | 49203 | |||||||
| GBRX | 49028 | GBRX | 49081 | GBRX | 49142 | GBRX | 49205 | |||||||
| GBRX | 49029 | GBRX | 49083 | GBRX | 49145 | GBRX | 49206 | |||||||
| GBRX | 49030 | GBRX | 49084 | GBRX | 49146 | GBRX | 49207 | |||||||
| GBRX | 49032 | GBRX | 49087 | GBRX | 49149 | GBRX | 49212 | |||||||
| GBRX | 49033 | GBRX | 49088 | GBRX | 49151 | GBRX | 49214 | |||||||
| GBRX | 49034 | GBRX | 49089 | GBRX | 49152 | GBRX | 49215 | |||||||
| GBRX | 49036 | GBRX | 49091 | GBRX | 49161 | GBRX | 49216 | |||||||
| GBRX | 49037 | GBRX | 49092 | GBRX | 49162 | GBRX | 49218 | |||||||
| GBRX | 49038 | GBRX | 49093 | GBRX | 49164 | GBRX | 49219 | |||||||
| GBRX | 49043 | GBRX | 49094 | GBRX | 49166 | GBRX | 49220 | |||||||
| GBRX | 49049 | GBRX | 49096 | GBRX | 49170 | GBRX | 49226 | |||||||
| GBRX | 49050 | GBRX | 49098 | GBRX | 49171 | GBRX | 49227 | |||||||
| GBRX | 49051 | GBRX | 49103 | GBRX | 49172 | GBRX | 49232 | |||||||
| GBRX | 49053 | GBRX | 49104 | GBRX | 49173 | GBRX | 49233 | |||||||
| GBRX | 49055 | GBRX | 49105 | GBRX | 49175 | GBRX | 49236 | |||||||
| GBRX | 49056 | GBRX | 49106 | GBRX | 49177 | GBRX | 49237 | |||||||
| GBRX | 49059 | GBRX | 49109 | GBRX | 49183 | GBRX | 49242 | |||||||
| GBRX | 49061 | GBRX | 49112 | GBRX | 49185 | GBRX | 49244 |
17
EXHIBIT A.14 (S65-005)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||
| BNBX | 503554 | GBRX | 49041 | GBRX | 49120 | GBRX | 49179 | |||||||
| BNBX | 503555 | GBRX | 49042 | GBRX | 49124 | GBRX | 49180 | |||||||
| BNBX | 503556 | GBRX | 49044 | GBRX | 49128 | GBRX | 49181 | |||||||
| BNBX | 503557 | GBRX | 49045 | GBRX | 49130 | GBRX | 49182 | |||||||
| BNBX | 503558 | GBRX | 49046 | GBRX | 49131 | GBRX | 49184 | |||||||
| BNBX | 503559 | GBRX | 49047 | GBRX | 49132 | GBRX | 49186 | |||||||
| BNBX | 503560 | GBRX | 49048 | GBRX | 49133 | GBRX | 49188 | |||||||
| BNBX | 503561 | GBRX | 49052 | GBRX | 49134 | GBRX | 49195 | |||||||
| BNBX | 503562 | GBRX | 49054 | GBRX | 49135 | GBRX | 49198 | |||||||
| BNBX | 503563 | GBRX | 49057 | GBRX | 49139 | GBRX | 49204 | |||||||
| BNBX | 503564 | GBRX | 49058 | GBRX | 49140 | GBRX | 49208 | |||||||
| BNBX | 503565 | GBRX | 49060 | GBRX | 49141 | GBRX | 49210 | |||||||
| BNBX | 503566 | GBRX | 49069 | GBRX | 49144 | GBRX | 49211 | |||||||
| GBRX | 49002 | GBRX | 49070 | GBRX | 49147 | GBRX | 49213 | |||||||
| GBRX | 49003 | GBRX | 49071 | GBRX | 49148 | GBRX | 49217 | |||||||
| GBRX | 49004 | GBRX | 49075 | GBRX | 49150 | GBRX | 49221 | |||||||
| GBRX | 49006 | GBRX | 49076 | GBRX | 49153 | GBRX | 49223 | |||||||
| GBRX | 49007 | GBRX | 49078 | GBRX | 49154 | GBRX | 49224 | |||||||
| GBRX | 49010 | GBRX | 49085 | GBRX | 49155 | GBRX | 49225 | |||||||
| GBRX | 49013 | GBRX | 49086 | GBRX | 49156 | GBRX | 49228 | |||||||
| GBRX | 49014 | GBRX | 49097 | GBRX | 49157 | GBRX | 49229 | |||||||
| GBRX | 49015 | GBRX | 49099 | GBRX | 49158 | GBRX | 49230 | |||||||
| GBRX | 49016 | GBRX | 49100 | GBRX | 49159 | GBRX | 49231 | |||||||
| GBRX | 49018 | GBRX | 49101 | GBRX | 49160 | GBRX | 49234 | |||||||
| GBRX | 49020 | GBRX | 49102 | GBRX | 49163 | GBRX | 49235 | |||||||
| GBRX | 49022 | GBRX | 49110 | GBRX | 49165 | GBRX | 49238 | |||||||
| GBRX | 49023 | GBRX | 49111 | GBRX | 49167 | GBRX | 49239 | |||||||
| GBRX | 49026 | GBRX | 49113 | GBRX | 49168 | GBRX | 49240 | |||||||
| GBRX | 49031 | GBRX | 49116 | GBRX | 49169 | GBRX | 49241 | |||||||
| GBRX | 49035 | GBRX | 49117 | GBRX | 49174 | GBRX | 49243 | |||||||
| GBRX | 49039 | GBRX | 49118 | GBRX | 49176 | GBRX | 49245 | |||||||
| GBRX | 49040 | GBRX | 49119 | GBRX | 49178 |
18
EXHIBIT A.15 (T21-020)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||
| AOKX | 65505 | AOKX | 65567 | AOKX | 65610 | AOKX | 65662 | |||||||
| AOKX | 65509 | AOKX | 65569 | AOKX | 65614 | AOKX | 65664 | |||||||
| AOKX | 65511 | AOKX | 65573 | AOKX | 65615 | AOKX | 65665 | |||||||
| AOKX | 65514 | AOKX | 65574 | AOKX | 65616 | AOKX | 65668 | |||||||
| AOKX | 65515 | AOKX | 65575 | AOKX | 65623 | AOKX | 65669 | |||||||
| AOKX | 65519 | AOKX | 65576 | AOKX | 65626 | AOKX | 65671 | |||||||
| AOKX | 65520 | AOKX | 65578 | AOKX | 65627 | AOKX | 65673 | |||||||
| AOKX | 65524 | AOKX | 65580 | AOKX | 65630 | AOKX | 65675 | |||||||
| AOKX | 65528 | AOKX | 65584 | AOKX | 65634 | AOKX | 65676 | |||||||
| AOKX | 65529 | AOKX | 65585 | AOKX | 65635 | AOKX | 65677 | |||||||
| AOKX | 65530 | AOKX | 65589 | AOKX | 65636 | AOKX | 65678 | |||||||
| AOKX | 65533 | AOKX | 65592 | AOKX | 65640 | AOKX | 65682 | |||||||
| AOKX | 65535 | AOKX | 65593 | AOKX | 65642 | AOKX | 65684 | |||||||
| AOKX | 65536 | AOKX | 65596 | AOKX | 65644 | AOKX | 65688 | |||||||
| AOKX | 65537 | AOKX | 65597 | AOKX | 65645 | AOKX | 65690 | |||||||
| AOKX | 65538 | AOKX | 65598 | AOKX | 65646 | AOKX | 65693 | |||||||
| AOKX | 65546 | AOKX | 65599 | AOKX | 65648 | AOKX | 65694 | |||||||
| AOKX | 65550 | AOKX | 65600 | AOKX | 65650 | AOKX | 65699 | |||||||
| AOKX | 65556 | AOKX | 65601 | AOKX | 65652 | AOKX | 65700 | |||||||
| AOKX | 65557 | AOKX | 65602 | AOKX | 65655 | AOKX | 65701 | |||||||
| AOKX | 65560 | AOKX | 65603 | AOKX | 65656 | AOKX | 65704 | |||||||
| AOKX | 65561 | AOKX | 65606 | AOKX | 65658 | AOKX | 65705 | |||||||
| AOKX | 65562 | AOKX | 65607 | AOKX | 65659 | AOKX | 65706 | |||||||
| AOKX | 65565 | AOKX | 65608 | AOKX | 65660 | AOKX | 65708 | |||||||
| AOKX | 65566 | AOKX | 65609 | AOKX | 65661 | AOKX | 65709 |
19
EXHIBIT A.16 (W04-022)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | |||||||
| AOK | 354617 | AOK | 354711 | AOK | 354788 | AOK | 354877 | |||||||
| AOK | 354618 | AOK | 354712 | AOK | 354789 | AOK | 354881 | |||||||
| AOK | 354620 | AOK | 354714 | AOK | 354796 | AOK | 354887 | |||||||
| AOK | 354622 | AOK | 354717 | AOK | 354801 | AOK | 354888 | |||||||
| AOK | 354634 | AOK | 354725 | AOK | 354803 | AOK | 354898 | |||||||
| AOK | 354642 | AOK | 354728 | AOK | 354807 | AOK | 354906 | |||||||
| AOK | 354644 | AOK | 354729 | AOK | 354808 | AOK | 354912 | |||||||
| AOK | 354645 | AOK | 354730 | AOK | 354813 | AOK | 354919 | |||||||
| AOK | 354647 | AOK | 354733 | AOK | 354815 | AOK | 354930 | |||||||
| AOK | 354650 | AOK | 354735 | AOK | 354822 | AOK | 354931 | |||||||
| AOK | 354654 | AOK | 354737 | AOK | 354823 | AOK | 354937 | |||||||
| AOK | 354656 | AOK | 354741 | AOK | 354824 | AOK | 354940 | |||||||
| AOK | 354658 | AOK | 354742 | AOK | 354826 | AOK | 354948 | |||||||
| AOK | 354659 | AOK | 354746 | AOK | 354829 | AOK | 354960 | |||||||
| AOK | 354672 | AOK | 354747 | AOK | 354839 | AOK | 354962 | |||||||
| AOK | 354677 | AOK | 354749 | AOK | 354846 | AOK | 354963 | |||||||
| AOK | 354683 | AOK | 354759 | AOK | 354847 | AOK | 354968 | |||||||
| AOK | 354690 | AOK | 354770 | AOK | 354854 | AOK | 354971 | |||||||
| AOK | 354694 | AOK | 354771 | AOK | 354860 | AOK | 354982 | |||||||
| AOK | 354695 | AOK | 354773 | AOK | 354865 | AOK | 354991 | |||||||
| AOK | 354697 | AOK | 354776 | AOK | 354867 | AOK | 354992 | |||||||
| AOK | 354698 | AOK | 354777 | AOK | 354868 | AOK | 354998 | |||||||
| AOK | 354700 | AOK | 354780 | AOK | 354871 | |||||||||
| AOK | 354706 | AOK | 354781 | AOK | 354872 |
20
EXHIBIT A.17 (Off-Lease Group 1)
| Mark | Number | |
| AOK | 65501 | |
| AOK | 65508 | |
| AOK | 65525 | |
| AOK | 65526 | |
| AOK | 65534 | |
| AOK | 65541 | |
| AOK | 65543 | |
| AOK | 65568 | |
| AOK | 65594 | |
| AOK | 65595 | |
| AOK | 65611 | |
| AOK | 65612 | |
| AOK | 65619 | |
| AOK | 65622 | |
| AOK | 65624 | |
| AOK | 65625 | |
| AOK | 65631 | |
| AOK | 65654 | |
| AOK | 65666 | |
| AOK | 65674 | |
| AOK | 65681 |
21
EXHIBIT A.18 (Off-Lease Group 4)
| Mark | Number | Mark | Number | Mark | Number | Mark | Number | ||||||||||||||||||||||||||||
| BNBX | 1003 | BNBX | 1128 | BNBX | 1238 | BNBX | 1383 | ||||||||||||||||||||||||||||
| BNBX | 1005 | BNBX | 1129 | BNBX | 1239 | BNBX | 1387 | ||||||||||||||||||||||||||||
| BNBX | 1011 | BNBX | 1131 | BNBX | 1243 | BNBX | 1388 | ||||||||||||||||||||||||||||
| BNBX | 1012 | BNBX | 1138 | BNBX | 1257 | BNBX | 1389 | ||||||||||||||||||||||||||||
| BNBX | 1015 | BNBX | 1139 | BNBX | 1258 | BNBX | 1391 | ||||||||||||||||||||||||||||
| BNBX | 1016 | BNBX | 1141 | BNBX | 1267 | BNBX | 1393 | ||||||||||||||||||||||||||||
| BNBX | 1026 | BNBX | 1148 | BNBX | 1270 | BNBX | 1397 | ||||||||||||||||||||||||||||
| BNBX | 1027 | BNBX | 1149 | BNBX | 1272 | BNBX | 503484 | ||||||||||||||||||||||||||||
| BNBX | 1032 | BNBX | 1152 | BNBX | 1275 | BNBX | 503486 | ||||||||||||||||||||||||||||
| BNBX | 1036 | BNBX | 1153 | BNBX | 1280 | BNBX | 503488 | ||||||||||||||||||||||||||||
| BNBX | 1037 | BNBX | 1157 | BNBX | 1283 | BNBX | 503490 | ||||||||||||||||||||||||||||
| BNBX | 1039 | BNBX | 1158 | BNBX | 1302 | BNBX | 503493 | ||||||||||||||||||||||||||||
| BNBX | 1045 | BNBX | 1159 | BNBX | 1305 | BNBX | 503498 | ||||||||||||||||||||||||||||
| BNBX | 1046 | BNBX | 1174 | BNBX | 1306 | BNBX | 503501 | ||||||||||||||||||||||||||||
| BNBX | 1055 | BNBX | 1176 | BNBX | 1313 | BNBX | 503503 | ||||||||||||||||||||||||||||
| BNBX | 1058 | BNBX | 1180 | BNBX | 1315 | BNBX | 503505 | ||||||||||||||||||||||||||||
| BNBX | 1060 | BNBX | 1184 | BNBX | 1326 | BNBX | 503506 | ||||||||||||||||||||||||||||
| BNBX | 1061 | BNBX | 1197 | BNBX | 1336 | BNBX | 503514 | ||||||||||||||||||||||||||||
| BNBX | 1062 | BNBX | 1201 | BNBX | 1344 | BNBX | 503525 | ||||||||||||||||||||||||||||
| BNBX | 1066 | BNBX | 1204 | BNBX | 1348 | BNBX | 503530 | ||||||||||||||||||||||||||||
| BNBX | 1070 | BNBX | 1206 | BNBX | 1353 | BNBX | 503533 | ||||||||||||||||||||||||||||
| BNBX | 1078 | BNBX | 1208 | BNBX | 1354 | BNBX | 503536 | ||||||||||||||||||||||||||||
| BNBX | 1086 | BNBX | 1209 | BNBX | 1355 | BNBX | 503540 | ||||||||||||||||||||||||||||
| BNBX | 1091 | BNBX | 1222 | BNBX | 1359 | BNBX | 503541 | ||||||||||||||||||||||||||||
| BNBX | 1104 | BNBX | 1223 | BNBX | 1360 | BNBX | 503542 | ||||||||||||||||||||||||||||
| BNBX | 1112 | BNBX | 1227 | BNBX | 1365 | BNBX | 503544 | ||||||||||||||||||||||||||||
| BNBX | 1113 | BNBX | 1230 | BNBX | 1368 | BNBX | 503551 | ||||||||||||||||||||||||||||
| BNBX | 1123 | BNBX | 1232 | BNBX | 1371 | BNBX | 503552 | ||||||||||||||||||||||||||||
| BNBX | 1126 | BNBX | 1236 | BNBX | 1381 | BNBX | 503553 | ||||||||||||||||||||||||||||
22
LEASES
| Lease ID | Description | STB | ||
| B01-140 | Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company.
Schedule No. 6 dated November 16, 2011 and effective October 1, 2010, to that certain Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company.
Amendment No. 1 to Schedule No. 6, dated January 31, 2013 and effective October 1, 2013, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company.
Extension Letter effective October 1, 2014, by and between WL Ross-Greenbrier Rail I LLC and BNSF Railway Company, extending lease to September 30, 2015. | 29797-E | ||
| B01-159 | Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company.
Schedule No. 1 dated March 16, 2011 and effective June 1, 2010, to that certain Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company.
Amendment No. 1 to Schedule No. 1, effective as of June 18, 2011, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company.
Amendment No. 2 to Schedule No. 1, dated July 17, 2014 and effective June 17, 2014, by and between WL Ross-Greenbrier Rail I LLC and BNSF Rail Company. | 29797 | ||
| B01-162 | Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Schedule No. 5 dated June 27, 2011 and effective October 1, 2010, to that certain Master Full Service Railcar Lease dated March 16, 2011 and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Amendment No. 1 to Schedule No. 5, dated November 11, 2011 and effective October 14, 2011, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Amendment No. 2 to Schedule No. 5, dated November 08, 2013 and effective October 14, 2012, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Amendment No. 3 to Schedule No. 5, dated January 31, 2014 and effective October 14, 2013, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Amendment No. 4 to Schedule No. 5, dated December 4, 2014 and effective October 14, 2014, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. | 29797-F | ||
| B01-190 | Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Schedule No. 7 dated November 8, 2013, and effective June 1, 2010, to that certain Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Amendment No. 1 to Schedule No. 7, dated November 8, 2013, and effective June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. | 30995 |
| Lease ID | Description | STB | ||
| B01-191 | Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Schedule No. 8 dated November 8, 2013 to that certain Master Full Service Lease Agreement dated March 16, 2011 and effective as of June 1, 2010, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company.
Amendment No. 1 to Schedule No. 8, effective July 19, 2014, by and between WL Ross-Greenbrier Rail I LLC to BNSF Rail Company. | 30996-A | ||
| S66-001 | Master Net Railcar Lease dated April 24, 2006, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and C&J Energy Services (formerly Nabors Completion & Production Services, successor to Superior Well Services).
Schedule No. 4 dated December 14, 2006 to Master Net Railcar Lease dated April 24, 2006, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and C&J Energy Services (formerly Nabors Completion & Production Services, successor to Superior Well Services).
Amendment No. 2 to Schedule No. 4, effective December 31, 2013, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and C&J Energy Services (formerly Nabors Completion & Production Services, successor to Superior Well Services). | 26766-A | ||
| A62-001 | Lease Agreement dated as of July 15, 2014 by and between WL Ross-Greenbrier Rail I LLC and Celanese Ltd. (formerly AT Plastics, Inc.).
Schedule No. 1 entered into as of July 15, 2014, effective retroactive to August 23, 2013, to that certain Lease Agreement dated as of July 15, 2014 by and between WL Ross-Greenbrier Rail I LLC and Celanese Ltd. (formerly AT Plastics, Inc.). | 31428 | ||
| A62-002 | Railcar Net Lease Agreement dated March 31, 1998, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.).
Rider No. 1 dated July 9, 1999 to that certain Railcar Net Lease Agreement dated March 31, 1998, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.).
Amendment No. 1 to Rider No. 1, dated July 9, 1999, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.).
Amendment No. 2 to Rider No. 1, dated September 1, 2014, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Trinity Industries Leasing Company) and Celanese Ltd (formerly AT Plastics, Inc.). | 23199 | ||
| C07-038 | Master Lease Agreement dated June 15, 2012, by and between WL Ross-Greenbrier Rail I LLC and Canadian National Railway Company.
Rider No. 1 dated June 15, 2012 to that certain Master Lease Agreement dated June 15, 2012, by and between WL Ross-Greenbrier Rail I LLC and Canadian National Railway Company. | None | ||
| C100-001 | Lease Agreement dated June 15, 2014, by and between WL Ross-Greenbrier Rail I LLC and the City of San Antonio, acting by and through its City Public Service Board.
Schedule No. 1 dated June 15, 2014 to that certain Lease Agreement dated June 15, 2014, by and between WL Ross-Greenbrier Rail I LLC and the City of San Antonio, acting by and through its City Public Service Board. | 31653 |
2
| Lease ID | Description | STB | ||
| C02-044 | Master Full Service Railcar Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and CSX Transportation, Inc.
Schedule No. 1 dated as of January 1, 2013 and effective April 29, 2010, to that certain Master Full Service Railcar Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and CSX Transportation, Inc.
Storage/utilization amendment to Schedule No. 1, effective July 1, 2015, by and between WL Ross-Greenbrier Rail I LLC and CSX Transportation, Inc. | 30756 | ||
| C02-048 | Master Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Railcar I LLC and CSX Transportation Inc.
Schedule No. 2 effective May 1, 2011, to that certain Master Lease dated December 14, 2012 and effective April 29, 2010, by and between WL Ross-Greenbrier Railcar I LLC and CSX Transportation Inc.
Proposal letter agreement effective April 30, 2014, to renew and amend Schedule No. 2, by and between WL Ross-Greenbrier Railcar I LLC and CSX Transportation Inc. | 30757-A | ||
| D07-007 | Lease Agreement dated February 1, 2012 and effective November 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and De Queen and Eastern Railroad LLC.
Rider No. 1 dated February 1, 2012 and effective November 1, 2010, to that certain Lease Agreement dated February 1, 2012 and effective November 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and De Queen and Eastern Railroad LLC. | 31509 | ||
| E03-004 | Master Full Service Railcar Lease dated October 1, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Entergy Gulf States Louisiana, LLC.
Schedule No. 2 dated April 24, 2015 to that certain Master Full Service Railcar Lease dated October 1, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Entergy Gulf States Louisiana, LLC. | 31841 | ||
| E33-002 | Master Full Service Railcar Lease dated as of September 1, 2014, by and between WL Ross-Greenbrier Rail I LLC and Entergy Arkansas, Inc.
Schedule No. 1 dated as of September 26, 2014, to that certain Master Full Service Railcar Lease dated as of September 1, 2014, by and between WL Ross-Greenbrier Rail I LLC and Entergy Arkansas, Inc. | 31675 | ||
| G08-011 | Master Full Service Railcar Lease dated July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Georgia Power Company.
Schedule No. 2 dated August 1, 2014 to that certain Master Full Service Railcar Lease dated July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Georgia Power Company. | 31678 |
3
| Lease ID | Description | STB | ||
| K08-002 | Master Full Service Railcar Lease Agreement dated May 1, 2005 by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH.
Schedule No. 02 dated December 1, 2006 to the Master Full Service Railcar Lease Agreement dated May 1, 2005 by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH.
Amendment No. 1 to Schedule No. 02, entered into on January 17, 2007, effective December 1, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH.
Amendment No. 2 to Schedule No. 02, dated January 31, 2012 and effective as of February 1, 2012, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Knauf Insulation GmbH. | 25702-A | ||
| L04-003 | Master Net Railcar Lease dated September 9, 2005, and effective August 1, 2005, between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Lafarge North American Inc. (as assignee of Blue Circle North America, Inc.).
Schedule No. 01 dated September 9, 2005, and effective August 1, 2005, to that certain Master Net Railcar Lease dated September 9, 2005, and effective August 1, 2005, between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Lafarge North American Inc. (as assignee of Blue Circle North America, Inc.).
Proposal letter agreement signed May 12, 2015 and effective August 1, 2015 amending Schedule No. 01, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Lafarge North American Inc. (as assignee of Blue Circle North America, Inc.). | 23004 | ||
| L10-022 | Master Net Railcar Lease dated as of July 9, 2001, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation).
Schedule No. 01 dated as of July 18, 2001, to that certain Master Net Railcar Lease dated as of July 9, 2001, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation).
Amendment No. 1 to Schedule No. 1, effective as of June 1, 2011, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation).
Amendment No. 2 to Schedule No. 1, effective as of December 31, 2014, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing, Inc.) and Lafarge North America Inc. (formerly Lafarge Corporation). | 23780 | ||
| L05-003 | Lease Agreement dated as of August 23, 2010, by and between WL Ross-Greenbrier Rail I LLC and Louisiana-Pacific Corporation.
Rider No. 1 entered into as of August 23, 2010, to that certain Lease Agreement dated as of August 23, 2010, by and between WL Ross-Greenbrier Rail I LLC and Louisiana-Pacific Corporation.
Amendment No. 1 to Rider No. 1, entered into as of March 30, 2014, by and between WL Ross-Greenbrier Rail I LLC and Louisiana-Pacific Corporation. | 29923 |
4
| Lease ID | Description | STB | ||
| M10-025 | Master Lease Agreement dated as of March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail Holdings I LLC and Minnesota, Dakota & Western Railway Company.
Rider No. 1 effective August 1, 2010, to that certain Master Lease Agreement dated as of March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail Holdings I LLC and Minnesota, Dakota & Western Railway Company.
Amendment No. 1 to Rider No. 1, effective December 31, 2012, by and between WL Ross-Greenbrier Rail Holdings I LLC and Minnesota, Dakota & Western Railway Company. | 30843 | ||
| M10-028 | Master Lease Agreement dated March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and Minnesota, Dakota & Western Railway Company.
Rider No. 2 dated August 1, 2015, to that certain Master Lease Agreement dated March 1, 2013 and effective August 1, 2010, by and between WL Ross-Greenbrier Rail I LLC and Minnesota, Dakota & Western Railway Company. | 31854 | ||
| O16-001 | Lease Agreement dated as of February 10, 2014, by and between WL Ross-Greenbrier Rail I LLC and Otter Tail Power Company.
Schedule No. 1 dated as of February 10, 2014 to that certain Lease Agreement dated as of February 10, 2014, by and between WL Ross-Greenbrier Rail I LLC and Otter Tail Power Company. | 31093 | ||
| P28-009 | Master Railcar Lease dated as of June 8, 2000, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community.
Schedule No. 7 dated May 30, 2001, to that certain Master Railcar Lease dated as of June 8, 2000, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community.
Amendment No. 1 to Schedule No. 7, dated February 8, 2005, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community.
Amendment No. 2 to Schedule No. 7, dated July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community.
Amendment No. 3 to Schedule No. 7, effective June 30, 2014, by and between WL Ross-Greenbrier Rail I LLC and Phoenix Cement Company, a division of the Salt River Pima-Maricopa Indian Community. | 22965-U |
5
| Lease ID | Description | STB | ||
| P06-007 | Master Lease Agreement dated April 19, 2007 and effective March 30, 2007, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC.
Guaranty Agreement dated October 24, 2012 by Potlatch Corporation in favor of WL Ross-Greenbrier Rail I LLC.
Schedule No. 1 dated April 19, 2007 and effective March 30, 2007, to that certain Master Lease Agreement dated April 19, 2007 and effective March 30, 2007, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC.
Amendment No. 1 to Schedule No. 1, effective October 31, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC.
Amendment No. 2 to Schedule No. 1, effective October 31, 2012, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC.
Amendment No. 3 to Schedule No. 1, effective October 31, 2012, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Potlatch Land & Lumber LLC. | 27282 | ||
| R09-001 | Master Full Service Railcar Lease dated February 16, 2007 and effective June 1, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company.
Amendment and Guaranty of Master Full Service Railcar Lease dated as of December 18, 2007, by and between Babcock & Brown Rail Funding LLC (as assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company.
Schedule No. 1 dated February 16, 2007 and effective June 1, 2006 to that certain Master Full Service Railcar Lease dated February 16, 2007 and effective June 1, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company.
Amendment No. 1 to Schedule No. 1, effective July 1, 2011, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company.
Amendment No. 2 to Schedule No. 1, effective June 30, 2014, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of Greenbrier Leasing Company LLC) and Riverside Cement Company. | 26814 |
6
| Lease ID | Description | STB | ||
| S68-002 | Master Full Service Railcar Lease dated as of November 2, 2011, effective as of June 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear.
Schedule No. 2 dated as of August 17, 2012, to that certain Master Full Service Railcar Lease dated as of November 2, 2011, effective as of June 1, 2011, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, and Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear.
Amendment No. 1 to Schedule No. 2, entered into on June 10, 2015, effective as of October 31, 2014, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, and Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear.
Amendment No. 2 to Schedule No. 2, dated as of June 15, 2015, by and between WL Ross-Greenbrier Rail I LLC and Sandy Creek Energy Associates LP, and Lower Colorado River Authority, and Brazos Sandy Creek Electric Cooperative, collectively and severally as their interests appear. | 30538-A | ||
| S65-001 | Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC.
Schedule No. 1 dated April 20, 2010 to that certain Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC.
Proposal letter agreement to amend Schedule No. 1, signed May 28, 2014 and effective August 1, 2014, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC. | 29473 | ||
| S65-005 | Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC.
Letter agreement signed May 28, 2014 by and between WL Ross-Greenbrier Rail I LLC and Savatran LLC, for a lease to be documented as a new Schedule No. 2 to that certain Master Lease Agreement dated April 20, 2010, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Savatran LLC. | None | ||
| S77-001 | Letter agreement signed March 30, 2015 and effective June 1, 2015, by and between WL Ross Greenbrier Rail I LLC and Steelscape, Inc. | 31575 | ||
| T21-020 | Lease Agreement dated as of September 10, 2013, by and between WL Ross-Greenbrier Rail I LLC and Tate & Lyle Ingredients Americas LLC.
Schedule No. 1 dated as of September 10, 2013 to that certain Lease Agreement dated as of September 10, 2013, by and between WL Ross-Greenbrier Rail I LLC and Tate & Lyle Ingredients Americas LLC. | 31592 | ||
| T06-005 | Master Net Railcar Lease dated March 26, 2012, by and between WL Ross-Greenbrier Rail I LLC and TTX Company.
Schedule No. 1 dated March 26, 2012 to that certain Master Net Railcar Lease dated March 26, 2012, by and between WL Ross-Greenbrier Rail I LLC and TTX Company.
Amendment No. 1 to Schedule No. 1, dated January 13, 2014, by and between WL Ross-Greenbrier Rail I LLC and TTX Company. | 31087 |
7
| Lease ID | Description | STB | ||
| U01-061 | Master Lease Agreement dated August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company.
Amended and Restated Rider No. 04 dated December 15, 2004 and effective November 11, 2004, to that certain Master Lease Agreement dated August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company.
Amendment No. 1 to Amended and Restated Rider No. 04, dated as of October 30, 2009, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company.
Amendment No. 2 to Amended and Restated Rider No. 04, entered into April 28, 2015 and effective March 1, 2015, by and between WL Ross-Greenbrier Rail I LLC (as assignee of BBRX Five LLC) and Union Pacific Railroad Company. | 25136-Q | ||
| U01-073 | Master Lease Agreement dated as of August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC and Union Pacific Railroad Company.
Rider No. 1 dated January 15, 2014, to that certain Master Lease Agreement dated as of August 6, 2004, by and between WL Ross-Greenbrier Rail I LLC and Union Pacific Railroad Company. | 31307 | ||
| W04-022 | Lease Agreement dated April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and Wisconsin Central Ltd.
Rider No. 1 dated as of April 29, 2010, to that certain Lease Agreement dated April 29, 2010, by and between WL Ross-Greenbrier Rail I LLC and Wisconsin Central Ltd.
Amendment No. 1 to Rider No. 1, effective as of January 31, 2015, by and between WL Ross-Greenbrier Rail I LLC and Wisconsin Central Ltd. | 29874 | ||
| W26-001 | Master Net Railcar Lease made as of July 24, 1997, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing Inc.) and Wisconsin Electric Power Company.
Schedule No. 01 dated July 24, 1997, to Master Net Railcar Lease made as of July 24, 1997, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing Inc.) and Wisconsin Electric Power Company.
Lease Extension to Schedule No. 01, dated June 13, 2006, by and between WL Ross-Greenbrier Rail I LLC (as ultimate assignee of The CIT Group/Equipment Financing Inc.) and Wisconsin Electric Power Company. | 20796-A |
8
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is made and entered into as of [Date], by WL ROSS-GREENBRIER RAIL I LLC a Delaware limited liability company LLC (“Assignor”) and GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Assignee”).
WHEREAS, Assignor owns certain railcars described in that certain Purchase and Sale Agreement of even date herewith between Assignor and Assignee (the “Purchase Agreement”, and such railcars, the “Cars”); and
WHEREAS, the Cars have been leased to the lessees identified in Exhibit 1 of this Assignment (the “Lessee”), pursuant to riders or schedules (the “Schedules”) which incorporate the terms of the related master lease agreements (the “Master Lease Agreements”, and each Schedule together with the corresponding Master Lease Agreement as it pertains to the Schedule, a “Lease”, and the Leases and the other operative documents related thereto (including any and all amendments, supplements and modifications) identified in Exhibit 1, collectively, the “Operative Documents”); and
WHEREAS, pursuant to the Purchase Agreement, Assignor has agreed to sell, transfer and assign and Assignee has agreed to purchase and assume certain Assets, including but not limited to all of Assignor’s rights, title and interest in the Leases, the other Operative Documents to the extent relating to the Cars; and
WHEREAS, with respect to periods on and after the date of execution and delivery of this Assignment, Assignee desires to acquire from Assignor and Assignor desires to sell to Assignee all of its rights, title and interest in the assets, and Assignee is willing to assume all of Assignor’s Rights and Obligations with the exception of Retained Obligations (as such terms are defined in the Purchase Agreement) relating thereto;
NOW, THEREFORE, in consideration of the premises and subject to the terms and conditions herein set forth, the parties hereto agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall have the meanings specified in the Purchase Agreement.
2. Assignment. Effective as of the date of this Assignment (the “Closing Date”), Assignor sells, assigns, transfers and conveys to Assignee all of its rights, title, and interest in and to the Leases and the other Operative Documents set forth on Exhibit 1 to this Assignment to the extent relating to the Cars.
3. Assumption. Effective as of the Closing Date, Assignee hereby agrees to accept the foregoing assignment pursuant to Section 2 hereof, and agrees to assume, discharge and perform all the duties and obligations of Assignor under the Operative Documents with respect to the Cars and agrees to be liable for and discharge all such obligations under the Leases including any obligations and liabilities which were expressly to be undertaken by Assignor prior to the Closing Date and which remain unfulfilled on the Closing Date.
10
4. Concerning the Cars. Effective on the Closing Date, Assignor hereby assigns and transfers to Assignee all rights which Assignor may have under any warranties, patent indemnities or other instruments relating to the Cars with respect to periods on and after the Closing Date, and agrees, at Assignee’s expense, to take such actions and assist Assignee in good faith and as Assignee may reasonably request to secure such rights for Assignee.
5. Records. [Not applicable]
6. Manufacturer’s Warranty. [Not applicable]
7. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
8. Successors and Assigns. The terms of this Assignment shall be binding upon, and shall inure to the benefit of, the parties hereto, and their respective successors and assigns.
9. Governing Law. THIS ASSIGNMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).
10. Further Assurances. Each party agrees that from time to time after the date hereof it shall execute and deliver, or cause to be executed and delivered, such instruments, documents and papers, and take all such further action, as may be reasonably required in order to consummate more effectively the purposes of this Assignment and to implement the transactions contemplated hereby. Assignor covenants and agrees to cooperate with Assignee in connection with any litigation arising with respect to the Assets if Seller’s cooperation is reasonably necessary for the adjudication of issues raised in such litigation.
[The remainder of this page is intentionally left blank.]
11
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed and delivered on the day and year first above written.
| ASSIGNOR: | WL ROSS-GREENBRIER RAIL I LLC | |||||
| By: | EXHIBIT ONLY – DO NOT SIGN | |||||
| Name: | ||||||
| Title: | ||||||
| ASSIGNEE: | GREENBRIER LEASING COMPANY LLC | |||||
| By: | EXHIBIT ONLY – DO NOT SIGN | |||||
| Name: | ||||||
| Title: | ||||||
[Assignment and Assumption Agreement – WLR Fleet]
EXHIBIT 1 to
Assignment Agreement
LEASES
[Insert Leases]
EXHIBIT D to
Purchase and
Sale Agreement
BILL OF SALE
KNOW ALL PEOPLE BY THESE PRESENTS: that WL ROSS-GREENBRIER RAIL I LLC, a Delaware limited liability company (“Seller”), in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration more fully described in that certain Purchase and Sale Agreement dated [Date] (the “Purchase Agreement”), the receipt of which is hereby acknowledged, does hereby grant, bargain, sell and assign to GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Purchaser”), the following equipment (the “Cars”): All rights, title and interest in and to the railcars described in Exhibit A hereto which have been leased pursuant to the terms of those certain Leases and other Operative Documents identified in Exhibit A to the Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Purchase Agreement.
TO HAVE AND TO HOLD the Cars unto Purchaser, its successors and assigns, forever, free and clear of all liens or other encumbrances of any nature arising prior to the Closing Date (as defined in the Purchase Agreement), with the exception of those permitted under the Operative Documents, and it being recognized that each Lessee under the applicable Operative Documents has certain rights in the Cars.
Seller, on its own behalf, and on behalf of its successors and assigns, does hereby covenant, warrant, represent to, and agree with Purchaser (i) that it is the lawful owner of the Cars; (ii) that the Cars are free and clear of all claims, liens, charges, encumbrances and security interests arising prior to Closing other than a Lessee’s rights in the Cars and those permitted under the applicable Operative Documents; (iii) that it has the full right and authority to sell and transfer the Cars to Purchaser; (iv) that the within sale and transfer of the Cars to Purchaser, separately and on a combined basis, does not violate any contract, agreement or other instrument to which Seller is party or by which Seller or the Cars are bound, nor any provision of applicable law, and that all preconditions thereto have been fully complied with and performed by or on behalf of Seller. Seller hereby further covenants and binds itself, its successors and assigns, against every person or entity claiming or laying claim to the Cars or any right therein and to defend, hold harmless and indemnify Purchaser, its successors and assigns, from and against any and all losses, damages, and expenses (including reasonable attorney fees for defense thereof, or for enforcement of this covenant) resulting or arising from the assertion of any such claim or cause of action to the contrary against Purchaser, its successors and assigns, or against the Cars or any item or part thereof, except as so subject. EXCEPT FOR THE WARRANTY OF TITLE SET FORTH IN THIS BILL OF SALE AND THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE PURCHASE AGREEMENT, the Cars are being sold to Purchaser by the Seller “AS IS, WHERE IS,” without any other representations and warranties, whether written, oral or implied, and the SELLER SHALL NOT BY VIRTUE OF HAVING SOLD THE CARS HEREWITH BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY, DESIGN OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN THE CARS.
Seller agrees that at any time and from time to time, upon the written request of Purchaser, Seller will promptly and duly execute and deliver or cause to be executed and delivered on its behalf any and all such further instruments and documents and take such further action as Purchaser may reasonably request in order to obtain the full benefits of this Bill of Sale and of the rights and powers herein granted.
[Signature Page Follows]
2
IN WITNESS WHEREOF, Seller has executed and delivered this Bill of Sale as of the day of , 2015.
| WL ROSS-GREENBRIER RAIL I LLC | ||
| By: | EXHIBIT ONLY – DO NOT SIGN | |
| Name: | ||
| Title: | ||
3
EXHIBIT 1 to
Bill of Sale
DESCRIPTION OF CARS
EXHIBIT E to
Purchase and
Sale Agreement
MEMORANDUM OF ASSIGNMENT
MEMORANDUM OF ASSIGNMENT
THIS MEMORANDUM OF ASSIGNMENT dated as of [Date], is between WL ROSS-GREENBRIER RAIL I LLC, a Delaware limited liability company, (“Assignor”), and GREENBRIER LEASING COMPANY LLC, an Oregon limited liability company (“Assignee”).
The parties to this Memorandum hereby acknowledge and confirm the following:
A. Assignor is the owner of the railcars more particularly described in Exhibit A hereto (the “Cars”), and certain of the Cars have been leased to lessees pursuant to those certain lease agreements and lease schedules or riders thereto more particularly described in Exhibit B attached hereto (such lease agreements and lease schedules or riders as amended, modified, extended, supplemented, restated and/or replaced from time to time, the “Leases”).
B. The Cars have been identified by Lease ID in Exhibit A, notwithstanding the fact that the actual number of Cars originally subject to each Lease may originally have been greater, and the number of Cars currently subject to each Lease may now be lower, than the number of Cars identified for such Lease in Exhibit A.
C. Memoranda of Lease have been filed with respect to most of the Leases with the U.S. Surface Transportation Board and/or the Registrar General of Canada.
D. Assignor and Assignee are parties to that certain Assignment Agreement dated [Date], pursuant to which Assignor has assigned all of its right, title and interest under the Leases as they pertain to periods on and after [Date], to Assignee.
E. The parties hereto wish to show for public record this Memorandum reflecting the sale of the Cars and assignment of the Leases by Assignor to Assignee, and accordingly have caused this Memorandum to be executed by their duly authorized officers, as of the date first above written. This Memorandum may be executed in counterparts, each such counterpart shall be binding on both parties hereto, notwithstanding that both parties are not signatories to the same counterpart.
[The remainder of this page has been intentionally left blank.]
Memo of Assignment WLR Fleet
IN WITNESS WHEREOF, each of the undersigned parties have caused this Memorandum to be executed by a duly authorized officer as of the day and year first above written.
| GREENBRIER LEASING COMPANY LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| WL ROSS-GREENBRIER RAIL I LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
EXHIBIT A
RAILCARS
Memo of Assignment WLR Fleet
EXHIBIT B
LEASES
Memo of Assignment WLR Fleet
| STATE OF OREGON | ) | |
| ) ss. | ||
| COUNTY OF CLACKAMAS | ) |
On this day of , 2015, before me personally appeared , to me personally known, who being by me duly sworn, says that s/he is the of Greenbrier Leasing Company LLC and that the foregoing instrument was signed on behalf of said company, and s/he acknowledged that the execution of the said instrument was her or his free act and deed.
| NOTARY PUBLIC | ||||
| My commission expires: | ||||
| STATE OF | ) | |
| ) ss. | ||
| COUNTY OF | ) |
On this day of , 2015, before me personally appeared , to me personally known, who being by me duly sworn, says that s/he is the of WL Ross-Greenbrier Rail I LLC and that the foregoing instrument was signed on behalf of said company, and s/he acknowledged that the execution of the said instrument was her or his free act and deed.
| NOTARY PUBLIC | ||||
| My commission expires: | ||||
Memo of Assignment WLR Fleet
