2004-04-12_GENERAL DOCUMENTS - M1997054

• Permit No: M1997054
• IBM Index Class Name: General Documents
• Doc Date: 4/12/2004
• Doc Name: Amended Disclose Statement
• From: Weinman & Associates PC and Kutner Miller Kearns PC
• To: DMG
• Media Type: D
• Archive: No

Current Secured Party of Record: LINC; Collateral: Locomotives, rail cars.
vehicles and other rolling stock, equipment, accounts, general intangibles and
permits, fixtures and proceeds pursuant to Mortgage, Security Agreement,
Assignment. Financing Statement and Fixture Filing dated as of December 10,
1998; as amended by partial release of collateral UCC-3 filing no. 19992028194,
May I8, 1949; as further amended by partial release of collateral. UCC-3 filing
no. 20012004667, January 18, 2001; and assigned to LINC, UCC-3 filing no.
20622036638, Apri{ 8, 2002.
2 U S Bancoro Master Lease Aereements:
(a) UCC-1 Filing No. 19992031302; date filed June 3, 1999; filed with Colorado
Secretary of State: Secured Patty; U.S. Bancorp Leasing & Financial; Collaterai:
One 1963 used railroad locomotive.
(b) UCC-I Filing No. 19992031303; date filed lone 3, 1999; filed with Colorado
Secretary of State; Secured Party: U.S. Bancorp Leasing & Financial;
Collateral: 38 hopper railcars and one Komatsu wheel loader.
(c) UCC-1 Filing No. 19992031334; date filed July 16, 1999; filed with Colorado
Secretary of State; Secured Party: U.S. Bancorp Leasing & Financial;
Collateral: One 1974 used railroad locomotive.
(d) UCC-I Filing No. L9992046102; date filed August Iti, 1999; filed with
Colorado Secretary of Slate; Secured Party: U.S. Bancorp Leasing & Financial;
Collateral: Difco air dump railcars.
(e) UCC-1 Filing No. 19992046103; date filed August i6, 1999; filed with
Colorado Secretary of State; Secured Patty: U.S. Bancorp Leasing & Financial;
Collateral: One EMD railroad locomotive.
(f) U.S. Bancorp Security Agreement.
3. Mechanic's Lien of Power Motive Corporation in the amount of 5186,230.72, Reception
No. 729589, file date April 23, 2001, filed in Fremont County.
4. Other Agreements:
(a) Right of first refusal held by The Burlington Northern and Saata Fe Railway
Compaay on the Rail Line sold to Rock & Rail pursuant [o the BNSF Asset Sale
Agreement.
(b) Mttso/Svedala Settlement Agreement.
(c) Retained Freight Operating Easement dated July 3. 1998 in favor of Union
Pacific Railroad Company.
Ronal Gorge Express. LLC Documents:
(a) Agreement (Reggrding Use of Tracks) dated May 12, 1998, between Royal
Gorge Express, LLC. Rock & Rail, Agile and Canon City & Royal Gorge
Railroad. LLC (" CC RGR"), pursuant to which CCRGR enjoys a lease over a
portion of tht Parkdale property for purposes of CCRGR's maintenance, train
parking, vehicular parking, use of buildings and other general purposes, as well
as the use of a 900 foot siding for tram storage, crack facilities to move engines.
etc., when not in use by Agile.
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