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EXHIBIT 10.5
EXECUTION COPY
AMENDMENT NO. 1
TO
PUT OPTION AGREEMENT
AMENDMENT NO. 1 TO PUT OPTION AGREEMENT (this "Amendment") dated
as
of March 15, 2005 by and among GENESEE
& WYOMING INC., a Delaware corporation
(the "Sponsor"), GW SERVICIOS, S.A. DE
C.V., a sociedad anunima de capital
variable duly organized and existing under
the laws of Mexico (the "Borrower"),
and INTERNATIONAL FINANCE CORPORATION, an
international organization established
by Articles of Agreement among its member
countries ("IFC").
WHEREAS:
(A) Under
the terms of a loan agreement (the "Original IFC Loan
Agreement"), dated December 5, 2000, by and
among the Borrower, COMPANIA DE
FERROCARRILES CHIAPAS-MAYAB, S.A. DE C.V.,
a sociedad anonima de capital
variable organized and existing under the
laws of the United Mexican States (the
"Project Company") and IFC, IFC made (i) an
A loan to the Borrower in the
principal amount of ten million five
hundred thousand Dollars ($10,500,000), of
which the principal amount of seven million
five hundred thousand Dollars
($7,500,000) is presently outstanding
(which amount shall be reduced to seven
million two hundred eighty thousand eight
hundred thirty-six Dollars
($7,280,836) after prepayment of the amount
set forth in Section 5.01(b) of the
IFC Loan Agreement (as defined below)) and
(ii) a B Loan to the Borrower in the
principal amount of ten million Dollars
($10,000,000), of which the principal
amount of six million six hundred sixty-six
thousand six hundred sixty-eight
Dollars ($6,666,668) is presently
outstanding (which amount shall be reduced to
six million four hundred fifty-seven
thousand nine hundred forty-one Dollars
($6,457,941) after prepayment of the amount
set forth in Section 5.01(c) of the
IFC Loan Agreement (as defined below))
(collectively, the "IFC Loan"). The
Borrower, the Project Company and IFC are
amending and restating the Original
IFC Loan Agreement as of the date hereof
to, among other things, extend the term
of the IFC Loan (as so amended and
restated, the "IFC Loan Agreement").
(B) Under
the terms of a loan agreement (the "Original FMO Loan
Agreement"
and, together with the Original IFC Loan
Agreement, the "Original Loan
Agreements"), dated December 5, 2000, by
and among the Borrower, the Project
Company and NEDERLANDSE
FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN
N.V., a limited liability company organized
under the laws of The Netherlands
("FMO"), FMO made a loan to the Borrower in
the principal amount of seven
million Dollars ($7,000,000), of which the
principal amount of four million six
hundred sixty-four thousand Dollars
($4,664,000) is currently outstanding (which
amount shall be reduced to four million
five hundred seventeen thousand eight
hundred ninety and 91/100th Dollars
($4,517,890.91) after prepayment of the
amount set forth in Section 5.01(b) of the
FMO Loan Agreement (as defined
below)) (the "FMO Loan"). The Borrower, the
Project Company and FMO are amending
and restating the Original FMO Loan
Agreement as of the date hereof to, among
other things, extend the term of the
FMO
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2
Loan (as so amended and restated, the "FMO
Loan Agreement" and, together with
the IFC Loan Agreement, the "Loan
Agreements").
(C) Under
the terms of a subscription agreement dated December 5, 2000
between the Borrower and IFC (the
"Subscription Agreement"), IFC subscribed and
paid for thirty-five million seven hundred
seventy thousand one hundred sixty
(35,770,160) shares of common stock of the
Borrower, representing thirteen and
16/100th percent (13.16%) of the issued
and
