PURCHASE AND SALE AGREEMENT

EX-10.2 3 d76448dex102.htm EX-10.2 EX-10.2

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
Recordation #

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
Recordation #

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
Recordation #

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
Recordation #

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
Recordation #

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
Recordation #

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
Recordation #

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
Recordation #

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