GENESEE & WYOMING INC
EX-10.41 LOAN AGREEMENT - BNP PARIBAS
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>6
<FILENAME>l05631aexv10w41.txt
<DESCRIPTION>EX-10.41 LOAN AGREEMENT - BNP PARIBAS
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.41

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

CLAYTON UTZ

Loan Agreement

Australian Railroad Group Pty Ltd
Borrower

BNP Paribas
Lender

Clayton Utz Lawyers
Levels 22-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700

WWW.CLAYTONUTZ.COM

Liability limited by the Solicitors Scheme, approved under the Professional
Standards Act 1994 (NSW) and by our Terms of Engagement

<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
1.       DEFINITIONS AND INTERPRETATION.................................       1

         1.1         Definitions........................................       1
         1.2         Interpretation.....................................       3
         1.3         Margin.............................................       3
         1.4         Finance Document...................................       6

2.       THE FACILITIES.................................................       6

         2.1         Commitments........................................       6
         2.2         Purpose............................................       6
         2.3         Termination........................................       6

3.       ADDITIONAL ADVANCE AND ACKNOWLEDGMENT OF DEBT..................       6

4.       DRAWDOWN.......................................................       7

         4.1         Notice.............................................       7
         4.2         Contents of Drawdown Notice........................       7
         4.3         Requirements of Drawdown Notice....................       7
         4.4         Maximum Number of Revolving Advances...............       8

5.       CONDITIONS PRECEDENT...........................................       8

         5.1         Conditions precedent to the first Advance..........       8
         5.2         Conditions precedent to all Advances...............       8

6.       REPAYMENT AND PREPAYMENTS......................................       8

         6.1         Repayment of Revolving Advances....................       8
         6.2         Repayment of Term Advances.........................       9
         6.3         Other Repayments and Prepayments...................       9

7.       INTEREST.......................................................       9

         7.1         Interest Periods...................................       9
         7.2         Calculation of interest............................      10
         7.3         Payment of interest................................      10
         7.4         Default interest...................................      10

8.       FEES...........................................................      10

         8.1         Establishment fee..................................      10
         8.2         Commitment Fee.....................................      10

9.       PAYMENTS.......................................................      11

10.      LENDER'S RIGHTS ON EVENT OF DEFAULT............................      11

11.      PUBLIC OFFER...................................................      11

         11.1        Borrower's representations.........................      11
         11.2        Lenders' representations and warranties............      11
         11.3        Information........................................      11
         11.4        Legal Restrictions.................................      12
</TABLE>

                                                                              i.
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

<TABLE>
<S>                                                                           <C>
12.      ASSIGNMENTS....................................................      12

         12.1        Assignments by the Lender..........................      12
         12.2        Assignments by the Borrower........................      12

13.      GOVERNING LAW AND ENFORCEMENT..................................      12

14.      NO REPRESENTATION BY OR RELIANCE ON THE LENDER.................      12

SCHEDULE 1..............................................................      13
</TABLE>

                                                                             ii.
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

LOAN AGREEMENT MADE ON                                                  2003

PARTIES        AUSTRALIAN RAILROAD GROUP PTY LTD ABN 68 080 579 308 ("BORROWER")

               BNP PARIBAS, ABN  23 000 000 117 ("LENDER")

OPERATIVE PROVISIONS

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS

         For the purposes of this Agreement terms used in this Agreement will
         have the meanings given in or for the purposes of the Common Terms Deed
         unless otherwise defined below or specified in this Agreement and the
         following definitions apply:

         "ADVANCE" means a Revolving Advance, a Tranche A Term Advance or a
         Tranche B Term Advance.

         "AVAILABILITY PERIOD" means:

         (a)      in relation to the Revolving Facility, the period from and
                  including the date of this Agreement to and including the date
                  falling 30 days prior to the Revolving Termination Date; and

         (b)      in relation to the Tranche A Term Facility and the Tranche B
                  Term Facility, the period from and including the date of this
                  Agreement to and including 31 December 2003.

         "BASE RATE" for a period means:

         (a)      the average bid rate displayed at or about 10.30 am (Sydney
                  time) on the first day of that period on the Reuters screen
                  BBSY page for a term equivalent to that period (or, where the
                  relevant period is an Interest Period, if that Interest Period
                  is subject to marginal adjustment, for a term equivalent to
                  that period prior to such adjustment); or

         (b)      if for any reason the rate referred to at paragraph (a) of
                  this definition is not displayed for a term equivalent to the
                  relevant period then the Base Rate will be the rate determined
                  by the Lender to be the average of the buying rates quoted to
                  the Lender by 3 leading banks in the Australian market, as
                  determined by the Lender, at or about that time on that date.
                  The buying rates must be for bills of exchange accepted by a
                  leading Australian bank and which have a term equivalent to
                  that period.

         Rates will be expressed as a yield percent per annum to maturity.

         "COMMITMENT" means the Revolving Facility Commitment, the Tranche A
         Term Facility Commitment or the Tranche B Term Facility Commitment.

         "COMMON TERMS DEED" means the deed so entitled dated on or about the
         date of this Agreement between the Borrower, the companies listed in
         Part I of Schedule 1 as original

                                                                               1
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

         guarantors, the financial institutions listed in Part II of Schedule 1
         as original lenders and ANZ Capel Court Limited, as Security Trustee.

         "DRAWDOWN DATE" means the date on which an Advance is made or, where
         the context requires, is proposed to be made.

         "DRAWDOWN NOTICE" means a notice given under clause y4.1 substantially
         in the form set out in Part I of Schedule 1.

         "FACILITY" means the Revolving Facility, the Tranche A Term Facility or
         the Tranche B Term Facility.

         "FIRST PERIOD" means the period from and including the date of this
         Agreement to and including the date which is the second anniversary of
         Financial Close.

         "INTEREST RATE" for each Interest Period means the aggregate of the
         applicable Base Rate and the applicable Margin.

         "LONG TERM DEBT" means, in relation to any person, unsecured senior
         debt (in dollars) issued by that person with a term of more than 12
         months.

         "MARGIN" has the meaning set out in clause 1.3.

         "MOODY'S" means Moody's Investors Service Inc. or any of its
         Subsidiaries and their successors.

         "REVOLVING ADVANCE" means a loan made or to be made under the Revolving
         Facility or the principal amount outstanding for the time being of that
         loan.

         "REVOLVING FACILITY" means the revolving loan facility made available
         under this Agreement.

         "REVOLVING FACILITY COMMITMENT" means $25,000,000 to the extent not
         cancelled or reduced under the Finance Documents.

         "REVOLVING TERMINATION DATE" means the earlier of:

         (a)      the date which is the fifth anniversary of Financial Close or
                  any other date agreed in writing between the Lender and the
                  Borrower; and

         (b)      any date on which the Revolving Facility is terminated or
                  cancelled in accordance with the Finance Documents.

         "SECOND PERIOD" means the period from and including the date
         immediately after the expiry of the First Period to and including the
         date which is the fourth anniversary of Financial Close.

         "SELECTION NOTICE" means a notice given under clause 7.1(a)
         substantially in the form set out in Part II of Schedule 1.

         "STANDARD & POOR'S" means Standard & Poor's Rating Services, a division
         of The McGraw-Hill Companies, Inc., or any of its Subsidiaries and
         their successors.

         "TERMINATION DATE" means the Revolving Termination Date, the Tranche A
         Term Termination Date or the Tranche B Term Termination Date.

                                                                               2
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

         "THIRD PERIOD" means the period from and including the date immediately
         after the expiry of the Second Period to and including the date which
         is the seventh anniversary of Financial Close.

         "TRANCHE A TERM ADVANCE" means a loan made or to be made under the
         Tranche A Term Facility or the principal amount outstanding for the
         time being of that loan.

         "TRANCHE A TERM FACILITY" means the 5 year term loan facility made
         available under this Agreement, as described in clause 2.1(b).

         "TRANCHE A TERM FACILITY COMMITMENT" means $26,000,000 to the extent
         not cancelled or reduced under the Finance Documents.

         "TRANCHE A TERM TERMINATION DATE" means the earlier of:

         (a)      the date which is the fifth anniversary of Financial Close or
                  any other date agreed in writing between the Lender and the
                  Borrower; and

         (b)      any date on which the Tranche A Term Facility is terminated or
                  cancelled in accordance with the Finance Documents.

         "TRANCHE B TERM ADVANCE" means a loan made or to be made under the
         Tranche B Term Facility or the principal amount outstanding for the
         time being of that loan.

         "TRANCHE B TERM FACILITY" means the 7 year term loan facility made
         available under this Agreement, as described in clause 2.1(c).

         "TRANCHE B TERM FACILITY COMMITMENT" means $64,000,000 to the extent
         not cancelled or reduced under the Finance Documents.

         "TRANCHE B TERM TERMINATION DATE" means the earlier of:

         (a)      the date which is the seventh anniversary of Financial Close
                  or any other date agreed in writing between the Lender and the
                  Borrower; and

         (b)      any date on which the Tranche B Term Facility is terminated or
                  cancelled in accordance with the Finance Documents.

1.2      INTERPRETATION

         Clause 1.2 of the Common Terms Deed applies in this Agreement as if all
         references in that clause to "this Deed" were to "this Agreement".

1.3      MARGIN

         (a)      If, at any time the Long Term Debt of the Borrower or any
                  other Obligor is rated by Standard & Poor's, Moody's or
                  another reputable credit rating agency of similar standing
                  approved by the Lender, the Margin will be determined in
                  accordance with clauses 1.3(b) to 1.3(f).

         (b)      The Margin for any Interest Period will be determined on the
                  basis of the credit rating of the Borrower's Long Term Debt on
                  the first day of that Interest Period and in accordance with
                  the following table, provided that if the Borrower has
                  obtained a credit rating from either Standard & Poor's or
                  Moody's but not both, only that rating

                                                                               3
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                  will be used to determine the Margin or if ratings are
                  obtained from both Standard & Poor's and Moody's and those
                  ratings are not equivalent to one another, the Margin will be
                  determined on the basis of the lower rating:

<TABLE>
<CAPTION>
                                                         MARGIN (PERCENTAGE PER ANNUM)
                                        -------------------------------------------------------------------
                                                                    FOR THE TRANCHE B TERM FACILITY
                                                            -----------------------------------------------
                                                                              INTEREST
                                           FOR THE           INTEREST         PERIODS            INTEREST
   MOODY'S                                TRANCHE A           PERIODS        COMMENCING          PERIODS
  LONG TERM            S&P'S LONG       TERM FACILITY        COMMENCING      DURING THE         COMMENCING
 DEBT CREDIT            TERM DEBT       AND REVOLVING        DURING THE        SECOND           DURING THE
   RATING             CREDIT RATING        FACILITY         FIRST PERIOD       PERIOD          THIRD PERIOD
-----------------------------------------------------------------------------------------------------------
<S>                  <C>                <C>                 <C>              <C>               <C>
> or = A3            > or = A-              [ *** ]%           [ *** ]%         [ *** ]%          [ *** ]%
-----------------------------------------------------------------------------------------------------------
> or = Baa1 and      > or = BBB+ and        [ *** ]%           [ *** ]%         [ *** ]%          [ *** ]%
<A3                  < A-
-----------------------------------------------------------------------------------------------------------
> or = Baa2 and <    > or = BBB and <       [ *** ]%           [ *** ]%         [ *** ]%          [ *** ]%
Baa1                 BBB+
-----------------------------------------------------------------------------------------------------------
> or = Baa3 and <    >or = BBB- and <       [ *** ]%           [ *** ]%         [ *** ]%          [ *** ]%
Baa2                 BBB
-----------------------------------------------------------------------------------------------------------
< Baa3               < BBB-                 [ *** ]%           [ *** ]%         [ *** ]%          [ *** ]%
-----------------------------------------------------------------------------------------------------------
</TABLE>

         (c)      For the purposes of this clause 1.3, a rating will be taken to
                  have occurred on the date on which the relevant credit rating
                  agency publicly announces that rating. The Borrower will
                  promptly notify the Lender when a rating is publicly announced
                  as contemplated by this clause 1.3(c).

         (d)      If the Borrower has not obtained a credit rating from Standard
                  & Poor's or Moody's but has obtained a rating from another
                  reputable credit rating agency of similar standing approved by
                  the Lender at its absolute discretion, a reference to a credit
                  rating in clauses 1.3(b) to 1.3(f) will be taken to be an
                  equivalent rating by that other ratings agency, as determined
                  by the Lender, unless and until a credit rating is obtained
                  from either or both of Standard & Poor's and Moody's, in which
                  case the relevant rating will be that of Standard & Poor's or
                  Moody's or both as the case may be.

         (e)      If at any time the Long Term Debt of the Borrower is not rated
                  and at that time the Long Term Debt of another Obligor is
                  rated then references in clauses 1.3(b) to 1.3(d) to the
                  credit rating of the Long Term Debt of the Borrower will be
                  deemed to be references to the credit rating of the Long Term
                  Debt of that other Obligor.

         (f)      Nothing in this clause 1.3 imposes an obligation on the
                  Borrower to procure that

                                                                               4
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                  any member of the Group obtains a credit rating for their Long
                  Term Debt.

         (g)      (i)      At all times that the Long Term Debt of the Borrower
                           or any other Obligor is not rated by Standard &
                           Poor's, Moody's or another reputable credit rating
                           agency of similar standing approved by the Lender,
                           the Margin will be determined in accordance with this
                           clause 1.3(g).

                  (ii)     Subject to clauses 1.3(g)(iii) and 1.3(g)(iv) the
                           Margin for any Interest Period will be determined on
                           the basis of the Interest Cover Ratio as specified in
                           the Compliance Certificate issued on the first date
                           of that Interest Period or last issued prior to that
                           date in accordance with the following table:

<TABLE>
<CAPTION>
                                      MARGIN (PERCENTAGE PER ANNUM)
                       ----------------------------------------------------------
                                             FOR THE TRANCHE B TERM FACILITY
                                        -----------------------------------------
                          FOR THE                        INTEREST        INTEREST
                          TRANCHE A       INTEREST        PERIODS         PERIODS
                       TERM FACILITY      PERIODS       COMMENCING      COMMENCING
                            AND          COMMENCING     DURING THE      DURING THE
  INTEREST COVER         REVOLVING       DURING THE       SECOND           THIRD
      RATIO               FACILITY      FIRST PERIOD      PERIOD          PERIOD
---------------------------------------------------------------------------------
<S>                    <C>              <C>             <C>             <C>
> or = 4.5:1              [ *** ]%         [ *** ]%       [ *** ]%        [ *** ]%
---------------------------------------------------------------------------------
> or = 4.0:1 < 4.5:1      [ *** ]%         [ *** ]%       [ *** ]%        [ *** ]%
---------------------------------------------------------------------------------
> or = 3.5:1 < 4.0:1      [ *** ]%         [ *** ]%       [ *** ]%        [ *** ]%
---------------------------------------------------------------------------------
> or = 3.0:1 < 3.5:1      [ *** ]%         [ *** ]%       [ *** ]%        [ *** ]%
---------------------------------------------------------------------------------
< 3.0:1                   [ *** ]%         [ *** ]%       [ *** ]%        [ *** ]%
---------------------------------------------------------------------------------
</TABLE>

                  (iii)    If a Compliance Certificate is not supplied within
                           the period required under the Common Terms Deed, the
                           Margin for the relevant Interest Period will be based
                           on an Interest Cover Ratio of <3.0:1.

                  (iv)     For each Interest Period commencing prior to the date
                           on which the Compliance Certificate is issued for the
                           Calculation Date of 30 June 2004 in accordance with
                           clause 4.2 of the Common Terms Deed the Margin will
                           be:

                           A.       for the Tranche A Term Facility and the
                                    Revolving Facility, [ *** ]% per annum; and

                           B.       for the Tranche B Term Facility, [ *** ]%
                                    per annum.

                                                                               5
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

1.4      FINANCE DOCUMENT

         The Borrower and the Lender agree that this Agreement is a "Finance
         Document" for the purposes of the Common Terms Deed and, without
         limiting the other rights of the Lender, that the Lender, in entering
         into this Agreement and performing its obligations under this
         Agreement, has the benefit of the representations and warranties and
         undertakings given by the Borrower and each other Obligor under the
         Common Terms Deed.

2.       THE FACILITIES

2.1      COMMITMENTS

         Subject to the terms of the Finance Documents, the Lender agrees to
         make available to the Borrower:

         (a)      a dollar revolving loan facility in an aggregate amount equal
                  to the Revolving Facility Commitment;

         (b)      a dollar 5 year term loan facility in an aggregate amount
                  equal to the Tranche A Term Facility Commitment; and

         (c)      a dollar 7 year term loan facility in an aggregate amount
                  equal to the Tranche B Term Facility Commitment.

2.2      PURPOSE

         (a)      The Borrower may only apply the amounts received by it under
                  the Revolving Facility towards refinancing the Project Finance
                  Facility, paying related fees and transaction costs and
                  financing the ongoing working capital and general corporate
                  funding requirements of the Group.

         (b)      The Borrower may only apply the amounts received by it under
                  the Tranche A Term Facility and the Tranche B Term Facility
                  towards refinancing the Project Finance Facility and paying
                  related fees and transaction costs.

         (c)      The Lender is not bound to monitor or verify the application
                  of any amount borrowed pursuant to this Agreement.

2.3      TERMINATION

         (a)      The Revolving Facility terminates on the Revolving Termination
                  Date.

         (b)      The Tranche A Term Facility terminates on the Tranche A Term
                  Termination Date.

         (c)      The Tranche B Term Facility terminates on the Tranche B Term
                  Termination Date.

3.       ADDITIONAL ADVANCE AND ACKNOWLEDGMENT OF DEBT

         (a)      Notwithstanding any other provision of any Finance Document,
                  the Lender agrees to advance to the Borrower $10.00 on the
                  date of this Agreement, receipt of which amount is
                  acknowledged by the Borrower. The parties agree that no
                  interest will be payable on this advance amount and that,
                  notwithstanding any other provision of

                                                                               6
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                  any Finance Document, this amount must not be repaid until the
                  Lender has received payment in full and final settlement of
                  all other amounts owed to it under the Finance Documents and
                  the Lender has no further actual or contingent obligations
                  under the Finance Documents.

         (b)      The Borrower acknowledges that it is indebted to the Lender
                  for the principal amount of the Advances from time to time and
                  the principal amount advanced in accordance with clause 3(a).

4.       DRAWDOWN

4.1      NOTICE

         Subject to the terms of the Finance Documents, the Borrower may draw
         down a Facility by giving written notice, in the form of a Drawdown
         Notice signed by an authorised officer of the Borrower, of its
         intention to do so to the Lender.

4.2      CONTENTS OF DRAWDOWN NOTICE

         Each Drawdown Notice will specify:

         (a)      the Facility to be utilised;

         (b)      the amount of the Advance (which will not be less than
                  $1,000,000 and will be an integral multiple of $1,000,000);

         (c)      the proposed Drawdown Date, which must be a Business Day
                  during the Availability Period applicable to the relevant
                  Facility;

         (d)      in the case of an Advance under the Revolving Facility, the
                  proposed Interest Period of the Advance and in the case of an
                  Advance under the Tranche A Term Facility or the Tranche B
                  Term Facility, the proposed initial Interest Period of the
                  Advance, which must in each case comply with clause 7; and

         (e)      payment instructions.

         Only one Advance may be requested in each Drawdown Notice.

4.3      REQUIREMENTS OF DRAWDOWN NOTICE

         Each Drawdown Notice will:

         (a)      be received by the Lender 3 Business Days before the proposed
                  Drawdown Date;

         (b)      be signed by a duly authorised officer of the Borrower;

         (c)      be irrevocable;

         (d)      not be given until the conditions precedent to an Advance have
                  been satisfied; and

         (e)      not be given if the making of the Advance requested would
                  cause the aggregate of the Advances then outstanding under the
                  relevant Facility to exceed the

                                                                               7
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                  Commitment for that Facility or otherwise would not comply
                  with any term of the Finance Documents.

4.4      MAXIMUM NUMBER OF REVOLVING ADVANCES

         The Borrower may not deliver a Drawdown Notice for a Revolving Advance
         if as a result of the proposed Drawdown more than four Revolving
         Advances would be outstanding.

5.       CONDITIONS PRECEDENT

5.1      CONDITIONS PRECEDENT TO THE FIRST ADVANCE

         The obligation of the Lender to make the first Advance is subject to
         Financial Close occurring.

5.2      CONDITIONS PRECEDENT TO ALL ADVANCES

         The obligation of the Lender to make all Advances is subject to the
         further conditions precedent that:

         (a)      (REPRESENTATIONS AND WARRANTIES TRUE): the Repeating
                  Representations are true and correct in all material respects
                  as of the date of the relevant Drawdown Notice with reference
                  to the facts and circumstances then existing; and

         (b)      (NO EVENT OF DEFAULT): no Event of Default or event or
                  circumstance which with the giving of notice and/or the expiry
                  of time would be an Event of Default is subsisting at the date
                  of the relevant Drawdown Notice or will result from the
                  provision of the Advance.

6.       REPAYMENT AND PREPAYMENTS

6.1      REPAYMENT OF REVOLVING ADVANCES

         (a)      Subject to clause 6.1(b), the Borrower will repay each
                  Revolving Advance on the last day of its Interest Period.

         (b)      If on the last day of an Interest Period for a Revolving
                  Advance (the "MATURING ADVANCE") a new Revolving Advance (the
                  "NEW ADVANCE") is to be made to the Borrower in accordance
                  with the terms of this Agreement, then only an amount equal
                  to:

                  (i)      the amount of the Maturing Advance; less

                  (ii)     the amount of the New Advance,

                  is required to be paid by the Borrower to the Lender (if the
                  amount is a positive number) or by the Lender to the Borrower
                  (if the amount is a negative number).

         (c)      The Borrower will repay all outstanding Revolving Advances
                  plus all accrued interest and fees relating to the Revolving
                  Advances on the Revolving Termination Date.

                                                                               8
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

6.2      REPAYMENT OF TERM ADVANCES

         (a)      The Borrower will repay to the Lender all Tranche A Term
                  Advances plus all accrued interest on the Tranche A Term
                  Advances on the Tranche A Term Termination Date.

         (b)      The Borrower will repay to the Lender all Tranche B Term
                  Advances plus all accrued interest on the Tranche B Term
                  Advances on the Tranche B Term Termination Date.

         (c)      The Borrower may not reborrow any part of the Tranche A Term
                  Facility or the Tranche B Term Facility which is prepaid or
                  repaid.

6.3      OTHER REPAYMENTS AND PREPAYMENTS

         The Borrower will make all repayments and prepayments to the Lender
         required in accordance with clauses 9.1, 9.3(b) and 9.4 of the Common
         Terms Deed.

7.       INTEREST

7.1      INTEREST PERIODS

         (a)      The Borrower will select an Interest Period for a Revolving
                  Advance and the initial Interest Period for a Tranche A Term
                  Advance or a Tranche B Term Advance in the Drawdown Notice for
                  that Advance or, in the case of a Tranche A Term Advance or a
                  Tranche B Term Advance that has already been borrowed, in a
                  Selection Notice signed by an authorised officer of the
                  Borrower.

         (b)      Each Selection Notice for a Tranche A Term Advance or a
                  Tranche B Term Advance is irrevocable and must be delivered to
                  the Lender by the Borrower not later than 2 Business Days
                  before the commencement of the relevant Interest Period.

         (c)      Subject to this clause 7.1, the Borrower may select Interest
                  Periods of 1, 2, 3 or 6 months' duration or such other
                  duration agreed between the Borrower and the Lender.

         (d)      Each Interest Period in relation to a Tranche A Term Advance
                  or a Tranche B Term Advance is the period commencing on the
                  Drawdown Date for that Advance (in the case of the initial
                  Interest Period) or on the last day of the immediately
                  preceding Interest Period for that Advance (in the case of any
                  subsequent Interest Period).

         (e)      The Interest Period for each Revolving Advance is the period
                  commencing on the Drawdown Date for that Revolving Advance and
                  each Revolving Advance has one Interest Period only.

         (f)      If the Borrower does not deliver a Selection Notice for a
                  Tranche A Term Advance or a Tranche B Term Advance to the
                  Lender in accordance with clause y7.1(a), the relevant
                  Interest Period will be 3 months.

         (g)      The term of each Interest Period is subject to any marginal
                  adjustment as the Lender, acting reasonably, determines so
                  that:

                                                                               9
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                  (i)      the last day of that Interest Period is a Business
                           Day; and

                  (ii)     no Interest Period for an Advance extends beyond the
                           Termination Date applicable to its Facility.

7.2      CALCULATION OF INTEREST

         (a)      The rate of interest for each Advance for each Interest Period
                  is the Interest Rate applicable to its Facility.

         (b)      The Lender will promptly notify the Borrower of each
                  determination of an Interest Rate under this Agreement and
                  each determination of a default interest rate by the Lender
                  under clause 7.4 of this Agreement or clause 10 of the Common
                  Terms Deed.

7.3      PAYMENT OF INTEREST

         The Borrower will pay to the Lender the accrued interest in relation to
         each Advance in arrears on the last day of each Interest Period.

7.4      DEFAULT INTEREST

         (a)      If the Borrower fails to pay to the Lender any amount payable
                  by it under a Finance Document on its due date, interest will
                  accrue on the overdue amount from the due date up to the date
                  of actual payment (both before and after judgment) at a rate 2
                  per cent higher than the rate which would have been payable if
                  the overdue amount had, during the period of non-payment,
                  constituted an Advance under the Tranche A Term Facility by
                  the Lender for successive Interest Periods, each of a duration
                  selected by the Lender (acting reasonably). Any interest
                  accruing under this clause 7.4 will be immediately payable by
                  the Borrower on demand by the Lender.

         (b)      Default interest (if unpaid) arising on an overdue amount will
                  be compounded with the overdue amount at the end of each
                  Interest Period applicable to that overdue amount but will
                  remain immediately due and payable.

8.       FEES

8.1      ESTABLISHMENT FEE

         The Borrower will pay to the Lender a non-refundable establishment fee
         equal to [ *** ]% of the aggregate of the Revolving Facility
         Commitment, the Tranche A Term Facility Commitment and the Tranche B
         Term Facility Commitment on Financial Close.

8.2      COMMITMENT FEE

         (a)      The Borrower will pay to the Lender a commitment fee in
                  dollars computed at the rate of [ *** ]% of the Margin for the
                  Revolving Facility per annum on the daily unutilised balance
                  of the Revolving Facility Commitment during the Availability
                  Period for the Revolving Facility.

         (b)      The accrued commitment fee is payable quarterly in arrears
                  from the date of this Agreement and also on any date on which
                  the Revolving Facility Commitment is terminated.

                                                                              10
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

9.       PAYMENTS

         For the avoidance of doubt, the parties agree to make all payments
         under this Agreement in accordance with clause 23 of the Common Terms
         Deed.

10.      LENDER'S RIGHTS ON EVENT OF DEFAULT

         If the Majority Lenders issue a notice under:

         (a)      clause 7.13(a) of the Common Terms Deed, the Commitments are
                  cancelled; or

         (b)      clause 7.13(b) of the Common Terms Deed, the Borrower will
                  prepay all Advances, all accrued interest and all other
                  amounts accrued to the Lender under the Finance Documents; or

         (c)      clause 7.13(c) of the Common Terms Deed, the Advances will be
                  immediately repayable on demand by the Lender together with
                  accrued interest and all other amounts accrued to the Lender
                  under the Finance Documents.

11.      PUBLIC OFFER

11.1     BORROWER'S REPRESENTATIONS

         The Borrower represents as follows:

         (a)      it has made invitations for participation as a "Lender" under
                  this Agreement to at least ten persons, each of whom the
                  Borrower's officers involved in the transaction evidenced by
                  the Finance Documents on a day to day basis believe carries on
                  the business of providing finance or investing or dealing in
                  securities in the course of operating in financial markets for
                  the purposes of section 128F(3)(a)(i) of the Tax Act;

         (b)      at least 10 of the persons to whom it has made invitations
                  referred to in clause 11.1(a) are not known or suspected by it
                  to be Associates of any of the others of those 10 invitees;
                  and

         (c)      it has not made invitations referred to in clause 11.1(a) to
                  parties whom it knows or had reasonable grounds to suspect are
                  Offshore Associates of the Borrower.

11.2     LENDERS' REPRESENTATIONS AND WARRANTIES

         The Lender represents and warrants to the Borrower that it is and, at
         the time of Financial Close it will be, carrying on the business of
         providing finance, or investing or dealing in securities, in the course
         of operating in financial markets for the purposes of section
         128F(3)(a)(i) of the Tax Act.

11.3     INFORMATION

         The Lender will provide to the Borrower when requested by the Borrower,
         acting reasonably, any factual information in its possession or which
         it is reasonably able to provide to assist the Borrower to demonstrate
         (based upon tax advice received by the Borrower) that the public offer
         test under section 128F of the Tax Act has been satisfied in relation
         to this Agreement,

                                                                              11
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

         where to do so will not in the Lender's opinion (acting reasonably)
         breach any law or any duty of confidence.

11.4     LEGAL RESTRICTIONS

         The Lender undertakes to the Borrower that it will not directly or
         indirectly offer or sell any interest under this Agreement or any other
         Finance Document or distribute or circulate any offer document or other
         material in connection with the Finance Documents in any jurisdiction
         except under circumstances which would result in compliance with the
         laws and regulations of that jurisdiction.

12.      ASSIGNMENTS

12.1     ASSIGNMENTS BY THE LENDER

         The Lender may at any time assign or otherwise transfer all or any part
         of its rights under any Finance Document in accordance with the
         provisions of clause 19 of the Common Terms Deed and not in any other
         manner.

12.2     ASSIGNMENTS BY THE BORROWER

         The Borrower may not assign any of its rights or transfer any of its
         rights or obligations under this Agreement.

13.      GOVERNING LAW AND ENFORCEMENT

         (a)      This Agreement is governed by New South Wales law.

         (b)      The courts having jurisdiction in New South Wales have
                  non-exclusive jurisdiction to settle any dispute arising out
                  of or in connection with this Agreement (including a dispute
                  regarding the existence, validity or termination of this
                  Agreement).

         (c)      Each party irrevocably waives any objection it may now or in
                  the future have to the venue of any proceedings, and any claim
                  it may now or in the future have that any proceedings have
                  been brought in an inconvenient forum, where that venue falls
                  within clause 13(b).

14.      NO REPRESENTATION BY OR RELIANCE ON THE LENDER

         The Borrower acknowledges that:

         (a)      the Lender has no duty to supply the Borrower with information
                  in relation to or affecting the Borrower before the date of
                  this Agreement or during the currency of any Finance Document;
                  and

         (b)      it has not entered into any Finance Document in reliance on or
                  as a result of any representation, promise, statement, conduct
                  or inducement to it by or on behalf of the Lender or by or on
                  behalf of any Obligor otherwise than as set out in the Finance
                  Documents.

SIGNED as an agreement.

                                                                              12
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE 1

                                     PART I
                                 DRAWDOWN NOTICE

From:    Australian Railroad Group Pty Ltd

To:      [Lender]

Dated:

Dear Sirs

               AUSTRALIAN RAILROAD GROUP PTY LTD - LOAN AGREEMENT
                        DATED [ ] (THE "LOAN AGREEMENT")

1.       We refer to the Loan Agreement. Terms defined in or for the purposes of
         the Loan Agreement will have the same meaning in this Drawdown Notice.

2.       We wish to borrow an Advance on the following terms:

         Facility to be utilised:      Revolving Facility/Tranche A Term
                                       Facility/Tranche B Term Facility*

         Amount:                               [            ]**

         Proposed Drawdown Date:               [            ]

         Interest Period:                      [            ]

3.       The Repeating Representations are true and correct in all material
         respects as of the date of this Drawdown Notice with reference to the
         facts and circumstances now existing.

4.       No Event of Default or event or circumstance which with the giving of
         notice and/or the expiry of time would be an Event of Default is
         subsisting at the date of this Drawdown Notice or will result from the
         provision of the Advance.

5.       The proceeds of the Advance are to be used in accordance with clause
         2.2 of the Loan Agreement.

6.       The proceeds of this Advance should [be credited to [account]/insert
         alternative payment instructions].

7.       This Drawdown Notice is irrevocable.

Yours faithfully

------------------------------
Authorised Officer of
Australian Railroad Group Pty Ltd

                                                                              13
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

* Delete as appropriate.

** Which will not be less than $1,000,000 and will be an integral multiple of
$1,000,000.

                                                                              14
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED

                                     PART II

                                SELECTION NOTICE
       APPLICABLE TO A TRANCHE A TERM ADVANCE OR A TRANCHE B TERM ADVANCE

From:    Australian Railroad Group Pty Ltd

To:      [Lender]

Dated:

Dear Sirs

               AUSTRALIAN RAILROAD GROUP PTY LTD - LOAN AGREEMENT
                        DATED [ ] (THE "LOAN AGREEMENT")

1.       We refer to the Loan Agreement. Terms defined in or for the purposes of
         the Loan Agreement will have the same meaning in this Selection Notice.

2.       We refer to the following Tranche A Term Advance[s]/Tranche B Term
         Advance[s]1 with an Interest Period ending on [ ]:

                   [         ] **

3.       We request that the next Interest Period for the above Tranche A Term
         Advance[s]/Tranche B Term Advance[s]* is [ ].

4.       The Repeating Representations are true and correct in all material
         respects as at the first date of the new Interest Period with reference
         to the facts and circumstances then existing.

5.       This Selection Notice is irrevocable.

Yours faithfully

-----------------------------
Authorised Officer of
Australian Railroad Group Pty Ltd

-----------------
* Delete as appropriate.

** Insert details of all Tranche A Term Advances or Tranche B Term Advances (as
applicable) which have an Interest Period ending on the same date.

                                                                              15
<PAGE>

                                           *** TEXT OMITTED AND FILED SEPARATELY
                                                CONFIDENTIAL TREATMENT REQUESTED
<TABLE>
<S>                                         <C>                <C>
SIGNED for and on behalf of AUSTRALIAN
RAILROAD GROUP PTY LTD by its Attorney
under a Power of Attorney dated 3 December      /s/ Angela Flannery
2003, and the Attorney declares that the        ------------------------------
Attorney has not received any notice of         Signature of Attorney
the revocation of such Power of Attorney,
in the presence of:

/s/ Richard Cooper                              Angela Flannery
---------------------------------------         -------------------------------
  Signature of Witness                          Name of Attorney in full

    Richard Cooper
---------------------------------------
  Name of Witness in full

SIGNED for and on behalf of BNP PARIBAS
by its Attorney under a Power of Attorney
dated 31 July 2003, and each Attorney           /s/ Prema Balakrishnan  /s/ Kevin Jamieson
declares that the Attorney has not received     -------------------------------------------
any notice of the revocation of such Power      Signature of            Signature of
of Attorney, in the presence of:                Attorney                Attorney


/s/ Richard Cooper                              /s/ Prema Balakrishnan  /s/ Kevin Jamieson
---------------------------------------         -------------------------------------------
  Signature of Witness                          Name of Attorney        Name of Attorney
                                                in full                 in full
    Richard Cooper
---------------------------------------
Name of Witness in full
</TABLE>
                                       16

</TEXT>
</DOCUMENT>
