Shares PROGRESS RAIL SERVICES, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2006 • Progress Rail Services, Inc. • Transportation services • New York
We have acted as special counsel for Progress Rail Services, Inc., a Delaware corporation (the “Company”), in connection with the public offering and sale to the Underwriters (as defined in the Underwriting Agreement referred to herein) of shares of common stock, par value $0.01 per share (the “Shares”), of the Company. The Shares are being sold to the Underwriters pursuant to the terms of an Underwriting Agreement, dated , 2006 (the “Underwriting Agreement”), between the Company and the Underwriters. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Underwriting Agreement. This opinion is being delivered to you pursuant to Section 5(c) of the Underwriting Agreement.
MEXICAN PLEDGE AGREEMENT dated effective as of May 4, 2005 between RAILCAR, LTD. as Grantor and GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral AgentPledge Agreement • March 17th, 2006 • Progress Rail Services, Inc.
This PLEDGE AGREEMENT, dated effective as of May 4, 2005 (this “Agreement”), is entered into by and between RAILCAR, LTD (hereinafter referred to as “Railcar” or as “Grantor”), and General Electric Capital Corporation (“GECC”) acting in the capacity of U.S. collateral agent for the benefit of the Secured Parties (as such term is defined in the Credit Agreement, defined below) (in such capacity, the “Collateral Agent”). Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned to them in the Credit Agreement, as such term is defined below.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROGRESS RAIL SERVICES HOLDINGS CORP., PRSC ACQUISITION CORP., PMRC ACQUISITION CO., PROGRESS RAIL SERVICES CORPORATION, PROGRESS METAL RECLAMATION COMPANY, PROGRESS FUELS CORPORATION AND PROGRESS ENERGY, INC....Merger Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
This Agreement and Plan of Merger (“Agreement”) is made as of February 17, 2005 by and among Progress Rail Services Holdings Corp., a Delaware corporation (“Holdings”), PRSC Acquisition Corp., an Alabama corporation (“Progress Rail Merger Sub”), PMRC Acquisition Co., a Kentucky corporation (“Progress Metal Merger Sub” and, together with Progress Rail Merger Sub, the “Merger Subs”), Progress Rail Services Corporation, an Alabama corporation (“Progress Rail”), Progress Metal Reclamation Company, a Kentucky corporation (“Progress Metal” and, together with Progress Rail, the “Companies”), Progress Fuels Corporation, a Florida corporation (“Progress Fuels”), and Progress Energy, Inc., a North Carolina corporation (“Progress Energy”), with respect to Articles III, VI, VIII and IX.
REGISTRATION RIGHTS AGREEMENT Dated March 24, 2005 between PROGRESS RAIL SERVICES CORPORATION PROGRESS METAL RECLAMATION COMPANY THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATEDRegistration Rights Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into March 24, 2005, between PROGRESS RAIL SERVICES CORPORATION, an Alabama corporation (“Progress Rail”), and PROGRESS METAL RECLAMATION COMPANY, a Kentucky corporation (“Progress Metal” and, together with Progress Rail, the “Issuers” and each individually, an “Issuer”), the guarantor signatories hereto (each, a “Guarantor” and collectively, the “Guarantors”), MORGAN STANLEY & CO. INCORPORATED and J.P. MORGAN SECURITIES INC. (collectively, the “Placement Agents”).
TRADEMARK COEXISTENCE AGREEMENTTrademark Coexistence Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
This Trademark Coexistence Agreement (“Agreement”) is made as of March 24, 2005, by and among Progress Energy, Inc., a North Carolina corporation (“Progress Energy”), Progress Rail Service Corporation, an Alabama corporation (“Progress Rail”), Progress Metal Reclamation Company, a Kentucky corporation (“Progress Metal”), and Progress Vanguard Corporation, a Delaware corporation (“Progress Vanguard”) (collectively, referred to as the “Parties”).
DOMESTIC PLEDGE AND SECURITY AGREEMENT dated as of March 24, 2005 among PROGRESS RAIL SERVICES HOLDINGS CORP., the other Grantors party hereto, and GENERAL ELECTRIC CAPITAL CORPORATION, as U.S. Collateral AgentPledge and Security Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
This DOMESTIC PLEDGE AND SECURITY AGREEMENT, dated as of March 24, 2005 (this “Agreement”), between each of the undersigned (each, a “Grantor”), and General Electric Capital Corporation (“GECC”) acting in the capacity of U.S. collateral agent for the benefit of the U.S. Secured Parties (in such capacity, the “Collateral Agent”).
MANAGEMENT AGREEMENTManagement Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
MANAGEMENT AGREEMENT, dated as of March 24, 2005, by and between One Equity Partners LLC, a Delaware limited liability company (“OEP” or the “Manager”), and Progress Rail Services Parent Corp., a Delaware corporation (“Parent”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
This COPYRIGHT SECURITY AGREEMENT (this “Agreement”), dated as of March 24, 2005, is made between each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GECC”), as U.S. collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the benefit of itself and the U.S. Secured Parties.
PATENT SECURITY AGREEMENTPatent Security Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
This PATENT SECURITY AGREEMENT (this “Agreement”), dated as of March 24, 2005, is made between each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GECC”), as U.S. collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the benefit of itself and the U.S. Secured Parties.
MANAGEMENT AGREEMENTManagement Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
MANAGEMENT AGREEMENT, dated as of September 1, 2005, by and among Gary L. Wilson (“GW”), Alfred D. Boyer (“AB”), Robert Day (“RD” and, together with GW and AB, the “Manager”), One Equity Partners LLC (“OEP”) and Progress Rail Services Parent Corp., a Delaware corporation (“Parent”).
CREDIT AGREEMENT dated as of March 24, 2005 among PROGRESS RAIL SERVICES HOLDINGS CORP. Each of its Subsidiaries that are Signatories Hereto PROGRESS RAIL CANADA CORPORATION PROGRESS RAIL TRANSCANADA CORPORATION The Lenders Party Hereto GENERAL...Credit Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
CREDIT AGREEMENT dated as of March 24, 2005 (as it may be amended or modified from time to time, this “Agreement”), among PROGRESS RAIL SERVICES HOLDINGS CORP., a Delaware corporation (the “Parent”), each of Parent’s domestic Subsidiaries identified on the signature pages hereof (together with the Parent, the “U.S. Borrowers”), Progress Rail Canada Corporation and Progress Rail Transcanada Corporation (the “Canadian Borrowers”; the Canadian Borrowers, together with the U.S. Borrowers, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”, as governed by the provisions of Section 1.05 of this Agreement), the Lenders party hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as U.S. Administrative Agent and U.S. Swingline Lender, JPMORGAN CHASE BANK, N.A., as U.S. Issuing Bank, GE CANADA FINANCE HOLDING COMPANY, as Canadian Administrative Agent and Canadian Swingline Lender and JPMORGAN CHASE BANK, N.A., TORON
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of September 1, 2005, by and among PROGRESS RAIL SERVICES PARENT CORP. andStockholders’ Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated as of September 1, 2005 (the “Effective Date”), by and among Progress Rail Services Parent Corp., a Delaware corporation (the “Company”), One Equity Partners LLC, a Delaware limited liability company (“OEP”), Gary Wilson (“GW”), Al Boyer (“AB”), Robert Day (“RD”) and each of the individuals and entities whose names appear under the heading “Management Group” on the signature pages hereto (individually, a “Management Group Member” and, collectively, the “Management Group”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed thereto in Article I.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 17th, 2006 • Progress Rail Services, Inc. • New York
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of March 24, 2005, is made between each of the entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of General Electric Capital Corporation (“GECC”), as U.S. collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the benefit of itself and the U.S. Secured Parties.
CANADIAN PLEDGE AND SECURITY AGREEMENT dated as of March 24, 2005 amongPledge and Security Agreement • March 17th, 2006 • Progress Rail Services, Inc. • Ontario
This CANADIAN PLEDGE AND SECURITY AGREEMENT, dated as of March 24, 2005 (this “Agreement”), is made between Progress Rail Canada Corporation and Progress Rail Transcanada Corporation (each, a “Canadian Grantor”), and GE Canada Finance Holding Company acting in the capacity of Canadian collateral agent for the benefit of the Canadian Secured Parties (in such capacity, the “Canadian Collateral Agent”).
PROGRESS RAIL SERVICES CORPORATION and PROGRESS METAL RECLAMATION COMPANY, as Issuers, PROGRESS RAIL SERVICES HOLDINGS CORP., as Parent Guarantor, The Initial Subsidiary Guarantors name herein and THE BANK OF NEW YORK, as TrusteeIndenture • March 17th, 2006 • Progress Rail Services, Inc. • New York
INDENTURE dated as of March 24, 2005 among PROGRESS RAIL SERVICES CORPORATION, an Alabama corporation (“Progress Rail”), and PROGRESS METAL RECLAMATION COMPANY, a Kentucky corporation (“Progress Metal” and together with Progress Rail, collectively the “Issuers”), PROGRESS RAIL SERVICES HOLDINGS CORP., a Delaware corporation, as parent guarantor (“Progress Holdings” or the “Parent”), the Initial Subsidiary Guarantors named herein and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).
