Genesee & Wyoming Inc. 3,500,000 Shares of Class A Common Stock Underwriting Agreement (the “Agreement”)Underwriting Agreement • September 19th, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”) and Mortimer B. Fuller III) (the “Selling Shareholder”) propose, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 3,500,000 shares of Class A common stock, $.01 par value (the “Class A Common Stock”), of the Company set forth in Schedule I hereto (said shares to be sold by the Company and the Selling Shareholder being hereinafter called the “Underwritten Securities”). The Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters the option described in Section 2(b) hereof to purchase all or any part of 525,000 additional shares of Class A Common Stock to the extent that the Underwriters sell more than the Underwritten Securities (the “Option Securities”; th
PURCHASE CONTRACT AGREEMENT Dated as of September 19, 2012 among GENESEE & WYOMING INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Purchase Contract Agent and as Attorney-in-Fact for the Holders from time to time as provided herein and WILMINGTON...Purchase Contract Agreement • September 19th, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
PURCHASE CONTRACT AGREEMENT, dated as of September 19, 2012 among GENESEE & WYOMING INC., a Delaware corporation (the “Company”), WILMINGTON TRUST, NATIONAL ASSOCIATION acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, acting as trustee under the Indenture (as defined herein).
GENESEE & WYOMING INC., as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Indenture Dated as of September 19, 2012Indenture • September 19th, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
INDENTURE dated as of September 19, 2012, between GENESEE & WYOMING INC., a Delaware corporation (hereinafter called the “Company”), having its principal executive office at 66 Field Point Road, Greenwich, Connecticut 06830 and WILMINGTON TRUST, NATIONAL ASSOCIATION (hereinafter called the “Trustee”), having its Corporate Trust Office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890.
Genesee & Wyoming Inc. 2,000,000 5.00% Tangible Equity Units Underwriting Agreement (the “Agreement”)Underwriting Agreement • September 19th, 2012 • Genesee & Wyoming Inc • Railroads, line-haul operating • New York
Genesee & Wyoming Inc., a corporation organized under the laws of Delaware (the “Company”) proposes, subject to the terms and conditions stated herein, to sell, severally and not jointly, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,000,000 5.00% Tangible Equity Units (the “Units”), of the Company set forth in Schedule I hereto (said Units to be sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes, subject to the terms and conditions stated herein, to grant to the Underwriters the option described in Section 2(b) hereof to purchase all or any part of 300,000 additional Units to the extent that the Underwriters sell more than the Underwritten Securities (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Each Security has a stated amount o
