EXHIBIT 10.5
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ASSIGNMENT
Wisconsin Central International, Inc., a Delaware corporation ("WCI"), hereby
assigns (to the extent assignable) to Rail World, Inc. ("Assignee"), at the
request of Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx"), all of WCI's rights with respect
to WCI's proposed participation in the privatization of the freight rail
business in Estonia, including without limitation all rights under the Teaming
Agreement dated as of April 29, 1999 ("Teaming Agreement") among WCI, Xxxxxx
International Limited and OU Xxxxxxx Invest and all agreements with Firstchase
Mercantile Limited and Xxxxxx International Limited.
All expenses incurred, contractual payments accrued and payable, and obligations
performable, by WCI or its affiliates through July 7, 1999 in connection with
the Estonia privatization will be for the account of WCI. All expenses incurred,
contractual payments accrued or payable, and obligations performable, by WCI,
WCI's affiliates, Assignee or Xxxxxxxxx after July 7, 1999 in connection with
the Estonia privatization will be for the account of Assignee, and Assignee or
Xxxxxxxxx will reimburse WCI for any such expenses, payments or obligations that
are paid or performed by WCI or its affiliates. Without limiting the generality
of the foregoing allocation, any amounts payable under agreements between WCI or
its affiliates and Firstchase Mercantile Limited or Xxxxxx International Limited
that are attributable to the period after July 7, 1999 shall be for the account
of Assignee, and Assignee or Xxxxxxxxx will reimburse WCI and its affiliates for
any payments made under those agreement that are attributable to the period
after July 7, 1999; obligations under any other agreements related to the
Estonia privatization will be similarly allocated. In order to satisfy
Xxxxxxxxx'x reimbursement obligations under this paragraph, Xxxxxxxxx grants WCI
and its affiliates a right of setoff against other amounts payable by them to
Xxxxxxxxx.
Xxxxxxxxx agrees not to hold himself out as representing WCI or any of its
affiliates in connection with the Estonia privatization and to conduct his
activities in connection with the Estonia privatization in a name other than the
name of WCI or any of its affiliates.
WCI will give notice under Section 8 of the Teaming Agreement that (i) it has
elected not to continue pursuing the Business defined therein, (ii) it has
assigned (to the extent assignable) its rights under the Teaming Agreement to
Assignee at Xxxxxxxxx'x request and (iii) it has no objection to participation
by Xxxxxxxxx and Assignee in acquisition of the Business.
This Assignment is made by WCI without any representation or warranty, including
any representation or warranty as to assignability of WCI's interests or the
requirement of third party consents.
This Assignment will be effective upon its signed acceptance by Assignee and
Burkhardt.
Dated August 6, 1999
Wisconsin Central International, Inc.
By_____________________________
Agreed and accepted:
Rail World, Inc.
______________________ By______________________________
Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxxx, President
