Rolling Stock Lease

____________________, referred to as the RAILROAD, and _____________________, referred to as the LEASING COMPANY, agree:

LEASING COMPANY herewith leases to the RAILROAD the following described railroad rolling stock: _______________________________________________________________________ for a period beginning on ______________________ and ending on _____________________ unless earlier terminated under the terms of this agreement.

RAILROAD shall have the right to inspect the rolling stock before delivery. After such inspection, RAILROAD shall have the right to reject any rolling stock which is not in good running order. After inspection, RAILROAD shall be deemed to have accepted the rolling stock “as is.”

RAILROAD shall have the right to paint the rolling stock in its color scheme. Upon termination of the lease, RAILROAD shall return the rolling stock painted in a neutral primer color.

RAILROAD shall perform all reasonable and customary maintenance on the rolling stock during its possession, and shall maintain records of such work, which shall be available for inspection by the LESSOR at any times.

RAILROAD shall pay as rental, in advance the sum of $______________________ (__________________________________________________ & _____/100 dollars) monthly. During the term of the lease, RAILROAD shall obtain and maintain insurance upon the rolling stock, with the LESSOR named as an insured, for all customary perils and in amounts reflecting the fair market value of the rolling stock.

RAILROAD shall return the rolling stock in the same condition as received, ordinary wear and tear excepted.

Unless otherwise specifically agreed in writing by the LESSOR the rolling stock rented hereunder shall only be used by the RAILROAD within the United States.

LESSOR may terminate this lease in the event of a default in the payment of rentals, or any other terms or conditions of this lease.

Upon termination, RAILROAD, at its expense shall return the rented rolling stock to
______________________________________________.

Dated: __________________

____________________________________
____________________ Lessor

___________________________________
_____________________ Owner/Railroad