EXHIBIT 1 SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 14th, 1998 • First American Railways Inc • Railroads, line-haul operating • Florida
AMENDMENT NO. 3 TO OPERATING AGREEMENT BY AND BETWEEN FIRST AMERICAN RAILWAYS, INC. AND FUN TRAINS, INC. AND FLORIDA DEPARTMENT OF TRANSPORTATIONOperating Agreement • September 18th, 1997 • First American Railways Inc • Railroads, line-haul operating
PROMISSORY NOTEPromissory Note • March 28th, 1997 • First American Railways Inc • Railroads, line-haul operating
FOR VALUE RECEIVED, the undersigned, FIRST AMERICAN RAILWAYS, INC., a Nevada corporation, having an address at 2445 Hollywood Boulevard, Hollywood 33020 (hereinafter, the "MAKER"), promises to pay to the order of Charles E. Bradshaw, Jr., his successors or assigns (collectively hereinafter referred to as the "HOLDER") at Post Office Box 3508, Orlando, Florida 32802, or such other place as the Holder may from time to time designate in writing, the principal sum of FIVE MILLION EIGHT HUNDRED FIFTY THOUSAND DOLLARS ($5,850,000.00), with interest thereon from the above date, to be paid in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, as follows:
EXHIBIT 10.1 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made this 22nd day of April, 1997, by and between FIRST AMERICAN RAILWAYS, INC., a Nevada corporation (the "Company"), and WAYNE R. WIGGINS (the "Consultant"). R E C I T...Consulting Agreement • October 29th, 1997 • First American Railways Inc • Railroads, line-haul operating • Florida
WITNESSETH:Financing Agreement • May 20th, 1998 • First American Railways Inc • Railroads, line-haul operating
EXHIBIT 10.23 LOAN AGREEMENT BY AND BETWEEN NATIONSBANK, N.A. (SOUTH)Loan Agreement • March 28th, 1997 • First American Railways Inc • Railroads, line-haul operating • Florida
July 9, 1997 Mr. Raymond Monteleone 3965 North 32nd Terrace Hollywood, Florida 33021 RE: AMENDED AND RESTATED EMPLOYMENT AGREEMENT Dear Ray: This letter confirms our mutual agreement with respect to the following: First American Railways, Inc. (the...Employment Agreement • August 21st, 1997 • First American Railways Inc • Railroads, line-haul operating • Florida
EXHIBIT 10.3 [LETTERHEAD OF FIRST AMERICAN RAILWAYS, INC.] December 4, 1996 Gordon L. Downing 8807 Hidden Oaks Drive Eden Prairie, Minnesota 55344 RE: EMPLOYMENT AGREEMENT WITH FIRST AMERICAN RAILWAYS, INC. (THE "COMPANY") Dear Gordon: This letter...Employment Agreement • March 28th, 1997 • First American Railways Inc • Railroads, line-haul operating
June 30, 1997Employment Agreement • August 21st, 1997 • First American Railways Inc • Railroads, line-haul operating
September 10, 1997 Mr. Ronald J. Hartman 6408 Summer Sunrise Drive Columbia, Maryland 21044 RE: EMPLOYMENT AGREEMENT WITH FIRST AMERICAN RAILWAYS, INC. (THE "COMPANY") Dear Ron: This letter confirms that the Company agrees to employ you and you agree...Employment Agreement • December 30th, 1997 • First American Railways Inc • Railroads, line-haul operating • Florida
October 28, 1996 Mr. Raymond Monteleone 3965 North 32 Terrace Hollywood, FL 33021 Re: Employment Agreement Dear Ray, This letter will confirm our agreement with you concerning your Employment Agreement dated July 1, 1996, and amended on July 12, 1996,...Employment Agreement • November 5th, 1996 • First American Railways Inc • Railroads, line-haul operating
EXHIBIT 10.12 October 15, 1996 William T. Nanovsky 1401 Northwest 101st Terrace Plantation, Florida 33322 RE: EMPLOYMENT AGREEMENT WITH FIRST AMERICAN RAILWAYS, INC. (THE "COMPANY") Dear Bill: This letter confirms that the Company agrees to employ...Employment Agreement • November 5th, 1996 • First American Railways Inc • Railroads, line-haul operating • Florida
EXHIBIT 10.4 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT (the "Amendment") is entered into as of the 15th day of October, 1996, by and between Michael J. Acierno (the "Executive") and First American Railways, Inc. (the "Company")....Employment Agreement • November 5th, 1996 • First American Railways Inc • Railroads, line-haul operating
R E C I T A L S:Construction Contract • November 12th, 1997 • First American Railways Inc • Railroads, line-haul operating
RECITALSSeparation Agreement • August 21st, 1997 • First American Railways Inc • Railroads, line-haul operating • Florida
RECITALS:Confidentiality and Noncompetition Agreement • November 5th, 1996 • First American Railways Inc • Railroads, line-haul operating • Florida
EXHIBIT 10.35 PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • March 31st, 1998 • First American Railways Inc • Railroads, line-haul operating • New York
December 19, 1997 First American Railways, Inc. 3700 North 29th Avenue Suite 202 Hollywood, Florida 33020 Re: Loan Agreement dated March 10, 1997 (the "Loan") between First American Railways, Inc. (The "Borrower" and Pointe Bank (the "Bank")...Loan Agreement • December 29th, 1997 • First American Railways Inc • Railroads, line-haul operating
With regard to the Bank's letter of December 10, 1997 (the "Letter"), and for the consideration described below, the Bank hereby waives any specific default identified therein. This waiver is not intended to inure to the benefit of any third party and is not intended to waive any claims or rights that the Bank may have against anyone other than the Borrower. This waiver is being provided in consideration for (i) Borrower's consent to the Bank's application of all of the current balance (approximately $109,000.00) in Borrower's Account No. 20502449 to the balance due on the Loan, (ii) Borrower's agreeing to grant to the Bank a "blanket" second lien on all of the assets of Borrower (Borrower does not represent there is any value beyond that securing the senior existing indebtedness thereon) to the extent permitted pursuant to outstanding commitments with existing lenders of Borrower, and (iii) Borrower's representation that it will pay to the Bank on the Loan, 10% of the gross proceeds o
AMENDMENT TO FINANCIAL ADVISORY AND CONSULTING AGREEMENTFinancial Advisory and Consulting Agreement • March 28th, 1997 • First American Railways Inc • Railroads, line-haul operating
BY AND AMONGRailcar Construction Agreement • December 30th, 1997 • First American Railways Inc • Railroads, line-haul operating
EXHIBIT 10.20 BUSINESS LEASEBusiness Lease • March 28th, 1997 • First American Railways Inc • Railroads, line-haul operating • Florida
REGISTRATION RIGHTS AND PRICE GUARANTY AGREEMENT AGREEMENT dated as of March 13, 1997, between CHARLES E. BRADSHAW, JR., (the "Shareholder"), and FIRST AMERICAN RAILWAYS, INC., a Nevada corporation (the "Company"). W I T N E S S E T H: WHEREAS, upon...Registration Rights and Price Guaranty Agreement • March 28th, 1997 • First American Railways Inc • Railroads, line-haul operating • Florida
BETWEENTransportation, Maintenance, & Lease Agreement • May 15th, 1997 • First American Railways Inc • Railroads, line-haul operating • District of Columbia
RECITALS:Railcar Construction Agreement • November 5th, 1996 • First American Railways Inc • Railroads, line-haul operating • Colorado
June 24, 1997 Mr. C. Dawson Buck Dunsfold Ryse Estate Chiddingfold Surrey United Kingdom GU84YA Dear Dawson, This letter serves as First American Railway, Inc.'s (FAR's) understanding as to our agreement concerning your participation in the growth of...Equity Investment Agreement • July 14th, 1997 • First American Railways Inc • Railroads, line-haul operating
EXHIBIT 10.34 LIMITED GUARANTY OF PAYMENT AND PERFORMANCE THIS LIMITED GUARANTY OF PAYMENT AND PERFORMANCE (the "Guaranty") is made as of this 22ND day of August, 1997, by Thomas G. Rader, individually (the "Guarantor"), whose address is Snowbird...Limited Guaranty of Payment and Performance • September 18th, 1997 • First American Railways Inc • Railroads, line-haul operating • Colorado
EXHIBIT 10.36 [LOGO]Financial Advisory Agreement • March 31st, 1998 • First American Railways Inc • Railroads, line-haul operating • Florida
EXHIBIT 10.19 TRACKAGE RIGHTS AGREEMENT by, between, and among FUN TRAINS, INC. and FIRST AMERICAN RAILWAYS, INC. 2445 Hollywood Boulevard Hollywood, Florida 33020Trackage Rights Agreement • November 5th, 1996 • First American Railways Inc • Railroads, line-haul operating • Florida
November 20, 1997 VIA TELEFAX Juan C. Enjamio Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131 RE: RAYMOND MONTELEONE Dear Juan: Pursuant to the various oral and written communications between our respective firms yesterday...Settlement Agreement • December 30th, 1997 • First American Railways Inc • Railroads, line-haul operating
