Lease Agreement



  
 Exhibit 10.27

  
 LEASE AGREEMENT 
  
 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS
AGREEMENT WHICH ARE DENOTED BY ***. A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORTION, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 
  
 THIS LEASE AGREEMENT (this “Lease”) is made as of the 20th day of December, 2004 by and between
NORFOLK SOUTHERN RAILWAY COMPANY, a Virginia corporation (the “Landlord”); and JOHNSTOWN AMERICA CORPORATION, a Delaware corporation (the “Tenant”). 
  
 1. Premises; Use. For and in consideration of the agreements
set forth herein, to be paid, kept and performed by Tenant, Landlord hereby leases and rents to Tenant, insofar as its right, title and interest in the Premises enables it to do so, that certain real property located in Roanoke, Virginia and
consisting of approximately 11.6 acres, the location and dimensions of which are substantially shown on Exhibit A attached hereto (the “Land”), together with all improvements thereon (the
“Improvements”) including, without limitation, the following: 
  

	 	(a)	Freight Car Shop (Building 54), 

  

	 	(b)	Locomotive & Covered Hopper Paint Shop, including both bays (Building 37), 

  

	 	(c)	Car Department Office (Building 35), 

  

	 	(d)	Paint Shop Complex (Building 41), 

  

	 	(e)	Planning Mill (Building 55), 

  

	 	(f)	Wash & Locker House (Building 38), 

  

	 	(g)	Drying Shed (Building 68), 

  

	 	(h)	Upholstery Shop (Building 36), 

  

	 	(i)	One (1) bay in the Round House (Building 53), 

  

	 	(j)	Turntable (non-exclusive use), 

  

	 	(k)	The equipment and machinery described on the schedule attached hereto as Exhibit C and incorporated herein by this reference (collectively, the
“Equipment”), 

  

	 	(l)	The tracks, estimated to be 11,600 lineal feet in length, depicted on Exhibit A attached hereto (collectively, the “Tracks”), and


  

	 	(m)	The parking area shown on the print attached hereto as Exhibit A and incorporated herein by this reference (the “Parking Area”).


  
 All equipment, machinery and other personal property described
on Exhibit E attached hereto (collectively, the “Surplus Equipment”) shall be removed by Landlord from the Premises, or relocated to a location within the Premises mutually acceptable to Landlord and Tenant, no later
than forty-five (45) days after the date of this Lease (the “Removal Deadline”). In the event that the removal of the Surplus Equipment (the “Removal Work”) by the Removal Deadline is not reasonably practicable,
Landlord shall prosecute the Removal Work diligently until completion. Landlord and Tenant shall coordinate the Removal Work with Tenant’s on-site preparations so as to enable Tenant to initiate manufacturing operations at the Premises as soon
as reasonably possible. Landlord may perform the Removal Work through the use of Landlord’s internal forces (such internal forces of Landlord to be provided at no charge to Tenant) and third party-contractors selected by Landlord, and Landlord
and Tenant shall cooperate with each other in connection with the administration of all individuals retained, and agreements executed, pursuant to the Removal Work. All invoices submitted by third-party contractors in connection with the Removal
Work (collectively, the “Removal Work Invoices”) shall be subject to Landlord’s prior approval and, promptly after such approval, Tenant initially shall be obligated for the payment thereof; provided, however, upon
Landlord’s receipt of documentation reasonably establishing Tenant’s 

  

 1 








 
payment of one or more Removal Work Invoices, Landlord shall grant Tenant a credit for the amount of such Removal Work Invoices against the next due future
installments of monthly base rental until Tenant has been reimbursed fully for its payment of the Removal Work Invoices. Such abatement of monthly base rent shall be in addition to, and not concurrent with, any and all other abatement of monthly
base rent which Landlord may be otherwise obligated to provide to Tenant. Such documentation of payments may include: (i) copies of executed contracts; (ii) copies of invoices for labor, services and/or materials marked “Paid”, copies of
bills of lading, and/or copies of other bills or receipts for goods, materials and/or services marked “Paid”; (iii) copies of canceled checks; and (iv) such other proofs of payments as may be reasonably requested by Landlord. 

 
 The Land and the Improvements are collectively referred to herein as the
“Premises”. This Lease is subject to all encumbrances, easements, conditions, covenants and restrictions, whether or not of record. 
  
 The Premises, excluding the Parking Area, shall be used for the manufacture, repair and shipment of rail cars and all uses incidental thereto and no other purpose. The
Parking Area shall be used solely for the parking of vehicles by Tenant’s employees, agents, contractors and invitees (collectively “Tenant’s Personnel”) and no other purpose, and Tenant’s Personnel shall have a
non-exclusive license over the footbridge and pathways shown on Exhibit A attached hereto for pedestrian access between the Parking Area and the remainder of the Premises. The Premises shall not be used for any illegal purposes, for
the storage of unlicensed vehicles, nor in any manner to create any nuisance or trespass. No smoking is permitted in or about the Premises. Landlord reserves unto itself and its permittees, the permanent right to construct, maintain or replace upon,
under, or over the Premises, any pipe, electrical, telecommunications, and signal lines, or any other facilities of like character now installed or hereinafter to be installed, all at no expense to Tenant. Notwithstanding anything to the contrary
contained herein, Landlord’s exercise of the rights set forth in the preceding sentence shall be done in such a manner as to not burden Tenant’s operations with commercially unreasonable inconvenience. 
  
 The terms and conditions of the Rider, if any, attached hereto as Exhibit B are
incorporated herein by this reference. In the event of an inconsistency between the terms hereof and the terms of the Rider, the terms of the Rider shall prevail. 
  
 2. Term. To have and to hold for a term of ten (10) years, said term to begin on December 1, 2004, and to end
at midnight on November 30, 2014 (the “Initial Term”), unless sooner terminated as hereinafter provided. 
  
 3. Base Rental. Commencing on December 31, 2004 (the “Rental Commencement Date”) and thereafter on the first day of each
calendar month through and including June, 2005, Tenant shall pay to Landlord, without offset, abatement or demand, monthly base rental in the amount of ***. Commencing on July 1, 2005 and continuing thereafter on the first day of each calendar
month through and including November, 2014, Tenant shall pay to Landlord, without offset, abatement or demand, monthly base rental in the following amounts: 
  

					
	 Rental Period:

	  	Monthly Base Rental

	 
	 July, 2005
	  	$	*	**
	 August, 2005
	  	$	*	**
	 September, 2005
	  	$	*	**
	 October, 2005
	  	$	*	**
	 November, 2005
	  	$	*	**

  

 2 









				
	 December, 2005 – November, 2006
	  	$	    ***
	 December, 2006 – November, 2007
	  	$	***
	 December, 2007 – November, 2008
	  	$	***
	 December, 2008 – November, 2009
	  	$	***
	 December, 2009 – November, 2010
	  	$	***
	 December, 2010 – November, 2011
	  	$	***
	 December, 2011 – November, 2012
	  	$	***
	 December, 2012 – November, 2013
	  	$	***
	 December, 2013 – November, 2014
	  	$	***

  
 Base rental shall be due in advance.
Except in the event of default, base rental for any partial rental periods shall be prorated. The acceptance by Landlord of base rental shall not constitute a waiver of any of Landlord’s rights or remedies under this Lease. All payments of base
rental, and any additional rental payable hereunder, shall be sent to the Treasurer of Landlord at P.O. Box 116944, Atlanta, Georgia 30368-6944, or such other address as Landlord may designate in any invoice delivered to Tenant. Prior to or
simultaneously with Tenant’s execution of this Lease, Tenant has paid to Landlord the first installment of base rental due hereunder. In the event Tenant fails to pay base rental or any other payment called for under this Lease on or before the
due date and Tenant’s failure to pay continues for more than ten (10) days after Tenant’s receipt of written notice from Landlord, then Tenant shall pay a late charge equal to two percent (2 %) of the unpaid amount. In addition, any sum
not paid within thirty (30) days of its due date shall accrue interest thereafter until paid at the rate per annum equal to the lesser of (a) the highest interest rate permitted by applicable law; or (b) ten percent (10%). 
  
 4. Utilities. Except as otherwise set forth in the Rider attached
hereto, Landlord shall have no obligation to provide light, water, heat, air conditioning or any other utilities or services to the Premises. Except as otherwise set forth in the Rider attached hereto, Tenant shall place any and all utility and
service related bills in its name and shall timely pay the same, along with all assessments or other governmental fees or charges pertaining to the Premises. If Tenant does not pay same, Landlord may (but shall not be obligated to) pay the same,
including any and all late fees and penalties, and such payment shall be added to and treated as additional rental of the Premises. 
  
 5. Maintenance and Repairs. Tenant, at its sole cost, shall keep and maintain all of the Premises (including, but not limited to, all structural
and non-structural components thereof, all systems and the Equipment) in the same condition as when first received, normal wear and tear excepted, and shall keep the interiors of the buildings in the Premises free of pests and rodents. All Planned
Capital Improvements (as hereinafter defined) and Additional Capital Improvements (as hereinafter defined) shall be kept in good order and repair (including replacements). Tenant hereby waives (a) any rights at law or in equity to require Landlord
to perform any repair, replacement or maintenance to the Premises, and (b) any right to abate rental or terminate this Lease due to the failure by Landlord to perform any repairs, replacements or maintenance. Tenant shall not create any lien, charge
or encumbrance upon the Premises, and Tenant shall promptly remove or bond over any such lien, charge or encumbrance. 
  
 6. Modifications and Alterations to the Premises. Tenant shall make no modifications, alterations or improvements to the Premises without the prior
written consent of Landlord, which consent may not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, except for the Planned Capital Improvements described in Paragraph 6 of Exhibit B of this Lease, Landlord’s
consent shall not be required for non-structural modifications, alterations or improvements which cost less than $50,000.00; provided, however, Tenant shall provide Landlord with written notice of such 

  

 3 








 
modifications, alterations or improvements not less than fifteen (15) days prior to the commencement thereof along with copies of plans, specifications and
other materials describing such work in reasonable detail. Any modifications or alterations consented to by Landlord shall be completed in a good, workmanlike and lien-free manner, in accordance with all applicable laws, codes, regulations and
ordinances and by contractors approved by Landlord. Unless otherwise agreed by the parties hereto, any alterations or improvements to the Premises made by Tenant shall become the property of Landlord; provided, however, Landlord, at its option, may
require Tenant to remove any improvements or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession. Tenant, at the time it requests approval for a proposed alteration, may request in
writing that Landlord advise Tenant whether the alteration or any portion of the alteration must be removed at the end of the Lease term. Within thirty (30) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to
which portions of the alteration are required to be removed. Notwithstanding the foregoing, Tenant may remove any moveable equipment or trade fixtures owned by Tenant during the term of this Lease, provided that any damage caused by such removal
shall be repaired by Tenant in a manner acceptable to Landlord. 
  
 7. Return of Premises. Except as specifically provided herein, Tenant agrees to return the Premises to Landlord at the expiration or prior termination of this Lease in the same condition and repair as when first received, normal wear
and tear excepted. Tenant agrees to remove its moveable equipment and trade fixtures from the Premises at the expiration or prior termination of this Lease. Tenant shall immediately repair any damage arising out of any such removal in a manner
reasonably acceptable to Landlord. 
  
 8. Destruction of or
Damage to Premises. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the
impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with
respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore,
replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such
repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy
described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to
Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord.
Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained
herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the
Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination,
base rental, Taxes (as hereinafter defined) and any other 

  

 4 








 
sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by
storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be
prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees. 
  
 9. Indemnity. Except to the extent caused by Landlord’s
negligence, intentional misconduct or breach of this Lease, Tenant agrees to indemnify, defend and save harmless Landlord, Landlord’s parent companies, subsidiaries, affiliates, lessors, licensors, and subsidiaries of parent companies
(collectively the “Landlord Related Entities”) and Landlord’s and Landlord’s Related Entities’ officers, directors, members, shareholders, lenders, agents and employees (collectively the “Landlord
Entities”) against all claims (including but not limited to claims for bodily injury, death or property damage), economic losses, liabilities, costs, injuries, damages, actions, mechanic’s liens, losses and expenses (including but not
limited to reasonable attorney’s fees and costs) to whomsoever, including, but not limited to, Tenant’s agents, workmen, servants or employees (collectively, “Tenant Claims”) to the extent caused by Tenant’s
negligence, intentional misconduct or breach of this Lease or otherwise arising out of or relating to Tenant’s use or occupancy of the Premises. 
  
 Except to the extent of Tenant’s negligence, intentional misconduct or breach of this Lease, Landlord agrees to indemnify, defend and save harmless Tenant,
Tenant’s parent companies, subsidiaries, affiliates, lessors, licensors, and subsidiaries of parent companies (collectively the “Tenant Related Entities”) and Tenant’s and Tenant’s Related Entities’ officers,
directors, members, shareholders, lenders, agents and employees (collectively the “Tenant Entities”) against all claims (including but not limited to claims for bodily injury, death or property damage), economic losses, liabilities,
costs, injuries, damages, actions, mechanic’s liens, losses and expenses (including but not limited to reasonable attorney’s fees and costs) to whomsoever, including, but not limited to, Landlord’s agents, workmen, servants or
employees, (collectively, “Landlord Claims”) to the extent caused by Landlord’s negligence, intentional misconduct or breach of this Lease. 
  
 10. Governmental Orders. Tenant agrees, at its own expense, to comply with all laws, orders, regulations, ordinances
or restrictions applicable by reason of Tenant’s use or occupancy of the Premises or operation of its business, except that the correction of any violations that existed prior to the first day of the term of this Lease shall be corrected at the
sole expense of Landlord except to the extent that such violations were known to Tenant and exacerbated by activities at the Premises performed by or on behalf of Tenant. 
  
 11. Condemnation. If all or a portion of the Premises shall be condemned by any legally constituted authority for any
public use or purpose, or sold under threat of condemnation, then this Lease shall terminate as to the part so taken as of the date of taken, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this
Lease as to the balance of the Premises by written notice to the other within thirty (30) days after such date; provided, however, that a condition to the exercise by Tenant if such right to terminate shall be that the portion of the
Premises taken shall be of such extent and nature as to render the Premises unusable for Tenant’s purposes. All condemnation awards shall belong to Landlord; provided, however, to the extent permitted under applicable law, Tenant
shall be entitled to file a separate claim against the condemning authority for loss of its personal property and moving expenses so long as the filing of such claim does not affect or reduce Landlord’s claim as to such awards or proceeds. In
the event of a partial taking of the Premises that does not result in a 

  

 5 








 
termination of the Lease, base rental, Taxes and any other sums payable by Tenant to Landlord hereunder shall be equitably reduced, as reasonable determined
by Landlord. 
  
 12. Assignment. Tenant may not assign this
Lease or any interest thereunder or sublet the Premises in whole or in part or allow all or a portion of the Premises to be used by a third party without the prior written consent of Landlord. If Tenant is a corporation, partnership, limited
liability company or other entity, the transfer of more than fifty percent (50%) of the ownership interests of Tenant or the transfer of a lesser percentage which results in a transfer of control of Tenant (WHICH INCLUDES, WITHOUT LIMITATION,
TRANSACTIONS IN WHICH TENANT SELLS ITS BUSINESS, SELLS ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ITS BUSINESS OR MERGES OR CONSOLIDATES WITH ANOTHER ENTITY), whether in one transaction or a series of related transactions, shall constitute an
assignment for purposes of this Lease. All requests for an assignment or sublease shall be accompanied by a copy of the proposed business terms and an administrative fee in the amount of $750.00. Any assignee shall become liable directly to Landlord
for all obligations of Tenant hereunder. No such assignment or sublease nor any subsequent amendment of this Lease shall release Tenant or any guarantor of Tenant’s obligations hereunder. If any such subtenant or assignee pays rental in excess
of the rental due hereunder or if Tenant receives any other consideration on account of any such assignment or sublease, Tenant shall pay to Landlord, as additional rental, one-half of such excess rental or other consideration (net of related
expenses) upon the receipt thereof. Any assignment or sublease made in violation of this Paragraph 12 shall be void and shall constitute a default hereunder. Notwithstanding the foregoing, provided that Tenant is not then in default of this Lease
beyond any applicable period for the cure thereof, Tenant shall be entitled to assign this Lease in connection with a merger, consolidation, recapitalization or other business combination transaction, without Landlord’s consent, but only after
written notice to Landlord and after paying to Landlord the administrative fee described above, provided that the tangible net worth of the surviving entity in any such merger, consolidation or business reorganization transaction is not less than
the tangible net worth of Tenant immediately prior to such transaction and such surviving entity executes an agreement, in form and substance satisfactory to Landlord, which memorializes that such surviving corporation shall be fully liable
for the performance of the obligations of Tenant under this Lease. If requested by Landlord, Tenant shall provided Landlord audited or certified financial statements to evidence the satisfaction of the tangible net worth requirement provided above.

  
 Landlord will not unreasonably withhold or delay its consent
to a proposed assignment or sublease. In determining the reasonableness of Landlord’s decision to withhold or grant its consent to any proposed assignment or sublease, Landlord may take into consideration all relevant factors surrounding the
proposed assignment or sublease, including, without limitation, the following: 
  

	 	(a)	The business reputation of the proposed subtenant or assignee and its officer or directors. 

  

	 	(b)	The nature of the business and the proposed use of the Premises by the proposed subtenant or assignee in relation to restrictions, if any, affecting the Premises.


  

	 	(c)	The financial condition of the proposed subtenant or assignee. 

  
 Notwithstanding anything to the contrary in this Paragraph 12, a public offering of equity securities of Tenant which results in Tenant’s stock being
traded on a securities exchange, including, but 

  

 6 








 
not limited to, the NYSE, the NASDAQ Stock Market or the NASDAQ Small Cap Market System, shall not be considered an assignment, sublease or other such
transaction for purposes of this Lease. 
  
 13.
Environmental. Tenant covenants that neither Tenant, nor any of its agents, employees, contractors or invitees shall cause any aboveground or underground storage tanks or associated piping (collectively “Tanks”) to be
located on or under the Premises or any Hazardous Materials (as hereinafter defined) to be stored or handled on the Premises, except that Tenant may bring onto the Premises for its use in its operations commercial products (identified by name or
type in Exhibit G attached hereto) as long as such use and incidental storage is done in compliance with applicable Environmental Laws, as that term is defined below. Tenant shall comply, at its own expense, with any and all applicable
laws, ordinances, rules, regulations and requirements respecting solid waste, hazardous waste, air, water, pollution or otherwise relating to the environment or health and safety (collectively “Environmental Laws”). Tenant shall not
under any circumstance treat, release or dispose of trash, debris or wastes or Hazardous Materials on the Premises and will not conduct any activities on the Premises which require a hazardous waste treatment, storage or disposal permit. As used
herein, the term “Hazardous Materials” means asbestos, polychlorinated biphenyls, oil, gasoline or other petroleum based liquids, and any and all other materials or substances deemed hazardous or toxic or regulated by applicable
laws, including but not limited to substances defined as hazardous under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. 6901 et seq. (or any state counterpart to the foregoing statutes)
or determined to present the unreasonable risk of injury to health or the environment under the Toxic Substances Control Act, as amended, 15 U.S.C. 2601 et seq. In addition, Landlord requires that Tenant obtain in Tenant’s own
name all environmental permits Tenant must have to conduct its operations on the Premises. It is expressly understood that Tenant cannot use any environmental permits that may have been issued to Landlord to conduct Tenant’s operations, and
Tenant likewise cannot convey any process water discharges to or through Landlord’s wastewater treatment plant. However, the foregoing permit restriction does not apply to the provision of certain utilities by Landlord to Tenant as set forth in
Paragraph 4 of Exhibit B attached hereto to the extent Landlord can provide same as contemplated by said provision. 
  
 Tenant shall indemnify, defend and hold the Landlord Entities harmless from and against any and all claims, judgments, damages, penalties, fines, costs (including without
limitation, consultant’s fees, experts’ fees, reasonable attorney’s fees, investigation and cleanup costs and courts costs), liabilities or losses resulting from (1) the storage, handling, treatment, release, disposal, presence or use
of Hazardous Materials in, on or about the Premises from and after the date of this Lease or (2) the violation by Tenant of any provision of any Environmental Laws. Landlord shall indemnify, defend and hold the Tenant Entities harmless from and
against any and all claims, judgments, damages, penalties, fines, costs (including without limitation, consultant’s fees, experts’ fees, reasonable attorney’s fees, investigation and cleanup costs and courts costs), liabilities or
losses resulting from (1) the storage, handling, treatment, release, disposal, presence or use of Hazardous Materials in, on or about the Premises prior to the date of this Lease or (2) the violation by Landlord of any provision of any Environmental
Laws pertaining to the Premises that occurred prior to the date of this Lease. 
  
 Without limiting the generality of the foregoing indemnity, in the event Landlord has reason to believe that the covenants set forth in this Paragraph 13 have been violated by Tenant, Landlord shall be entitled, at Tenant’s sole
expense, to take such actions as Landlord deems necessary in order to assess, contain, delineate and/or remediate any condition created by such violation. Any sums expended by Landlord shall be reimbursed by Tenant, as additional rental, within
thirty (30) days after demand therefor by Landlord. Landlord has the right to enter the Premises at all reasonable times for purposes of inspecting 

  

 7 








 
the Premises in order to evaluate Tenant’s compliance with the convenants of this Paragraph 13. In the event Tenant delivers or receives any notices or
materials from any governmental or quasi-governmental entity and such notices or materials relate to Tanks or Hazardous Materials in, on or about the Premises, Tenant shall immediately send to Landlord a copy of such notices or materials. Tenant
shall also provide Landlord with a detailed report relating to any release of a Hazardous Material in, on or about the Premises whenever such release is required to be reported to governmental authorities pursuant to the Environmental Laws. Upon the
expiration or earlier termination of this Lease, Landlord shall have the right to cause to be performed such environmental studies of the Premises by an environmental consultant as are necessary to determine whether any Hazardous Materials have been
stored, handled, treated, released, brought upon or disposed of on the Premises during the term of this Lease in violation of the terms hereof. If any such study reveals any violation of this Lease by Tenant, its agents, employees, contractors or
invitees, Tenant shall promptly reimburse Landlord for the costs of such studies and Tenant shall immediately undertake a further investigation, if necessary, and remediation of such contamination. Landlord may undertake such investigation and
remediation if Tenant fails to do so within a reasonable time frame, in which case Tenant shall promptly reimburse Landlord for the cost of same within thirty (30) days after demand therefore by Landlord. The obligations of this Paragraph 13 shall
survive the expiration or earlier termination of this Lease.  
  
 14. Default; Remedies. In the event (i) any payment of rental or other sum due hereunder is not paid within ten (10) days after Tenant’s receipt of written notice that such sum was not paid by the due date thereof; (ii) Tenant
shall fail to comply with any term, provision, condition or covenant of this Lease, other than an obligation requiring the payment of rental or other sums hereunder, and shall not cure such failure within thirty (30) days after notice to the Tenant
of such failure to comply, or if such failure cannot reasonably be cured within such thirty (30) day period, then Tenant shall have failed to commence such cure within thirty (30) days after notice, diligently pursued such cure thereafter and
completed such cure not later than ninety (90) days after notice; (iii) Tenant shall attempt to violate or violate Paragraph 12 above; or (iv) Tenant shall file a petition under any applicable federal or state bankruptcy or insolvency law or have
any involuntary petition filed thereunder against it, then Landlord, in addition to any remedy available at law or in equity, shall have the option to do any one or more of the following: 
  
 (a) Terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord. Tenant agrees to indemnify the Landlord Entities for all loss, damage and expense which Landlord may suffer by reason of such termination. 
  
 (b) Without terminating this Lease, terminate Tenant’s right of possession, whereupon rental shall
continue to accrue and be owed by Tenant hereunder. Thereafter, at Landlord’s option, Landlord may enter upon and relet all or a portion of the Premises (or relet the Premises together with any additional space) for a term longer or shorter
than the remaining term hereunder and otherwise on terms satisfactory to Landlord. Tenant shall be liable to Landlord for the deficiency, if any, between Tenant’s rental hereunder and all net sums received by Landlord on account of such
reletting (after deducting all costs incurred by Landlord in connection with any such reletting, including without limitation, tenant improvement costs, brokerage commissions and attorney’s fees). 
  
 (c) Pursue a dispossessory, eviction or other similar action
against Tenant, in which event Tenant shall remain liable for all amounts owed hereunder, including amounts accruing hereunder from and after the date that a writ of possession is issued. 
  

 8 








 (d) Perform any unperformed obligation of Tenant, including, but not limited to, cleaning
up any trash, debris or property remaining in or about the Premises upon the expiration or earlier termination of this Lease. Any sums expended by Landlord shall be repaid by Tenant, as additional rental, within ten (10) days after demand therefor
by Landlord. 
  
 Pursuit of any of the foregoing remedies shall
not preclude pursuit of any other remedies available at law or in equity. Tenant agrees to pay all costs and expenses, including, but not limited to, reasonable attorney’s fees and consultant’s fees, incurred by Landlord in connection with
enforcing the performance of any of the provisions of this Lease, whether suit is actually filed or not. Acceptance of rental or any other sums paid by Tenant shall not constitute the waiver by Landlord of any of the terms of this Lease or any
default by Tenant hereunder. Landlord shall be required to mitigate damages only to the extent required by the laws of the Commonwealth of Virginia. If the laws of the Commonwealth of Virginia require Landlord to mitigate damages then (i) Landlord
shall have no obligation to treat preferentially the Premises compared to other premises Landlord has available for leasing; (ii) Landlord shall not be obligated to expend any efforts or any monies beyond those Landlord would expend in the ordinary
course of leasing space; and (iii) in evaluating a prospective reletting of the Premises, the term, rental, use and the reputation, experience and financial standing of prospective tenants are factors which Landlord may properly consider.

  
 15. Signs; Entry by Landlord. Landlord may place
“For Lease” signs upon the Premises one hundred twenty (120) days before the termination of this Lease and may place “For Sale” signs upon the Premises at any time. Landlord may enter the Premises with prior notice to Tenant at
reasonable hours during the term of this Lease (a) to show the same to prospective purchasers or tenants, (b) to make repairs to Landlord’s adjoining property, if any, (c) to inspect the Premises in order to evaluate Tenant’s compliance
with the convenants set forth in this Lease, or (d) to perform activities otherwise permitted or contemplated hereby. 
  
 16. No Estate in Land. This Lease shall create the relationship of landlord and tenant between Landlord and Tenant; Tenant’s interest is not
assignable by Tenant except as provided in Paragraph 12, above. 
  
 17. Holding Over. If Tenant remains in possession of the Premises after expiration or earlier termination of the term hereof with Landlord’s written consent, Tenant shall be a month-to-month tenant upon all the same terms and
conditions as contained in this Lease, and there shall be no renewal of this Lease by operation of law. Such month-to-month tenancy shall be terminable upon thirty (30) days written notice by either party to the other. Tenant waives any right that
it may have to additional notice pursuant to applicable law. If Tenant remains in possession of the Premises after the expiration or earlier termination of the term hereof without Landlord’s written consent, Tenant shall be a tenant at
sufferance subject to immediate eviction. In such event, in addition to paying Landlord any damages resulting from such holdover, Tenant shall pay base rental at the rate of one hundred fifty percent (150%) of the then current base rental; ***. In
such circumstance, acceptance of base rental by Landlord shall not constitute consent or agreement by Landlord to Tenant’s holding over and shall not waive Landlord’s right to evict Tenant immediately. 
  
 18. Notices. Any notice given pursuant to this Lease shall be in
writing and sent by certified mail, return receipt requested, by hand delivery or by reputable overnight courier to: 
  
 (a) Landlord: c/o Director Real Estate, Norfolk Southern Corporation, 1200 Peachtree Street, NE, 12th Floor, Atlanta, Georgia 30309, Facsimile No.: 404/653-3430 and c/o AVP Material Management, 110
Franklin Road, SE, Box 72, Roanoke, Virginia 24042, Facsimile No. 540/855-6230, or at such other address as Landlord may designate in writing to Tenant. 
  

 9 








 (b) Tenant: 17 Johns Street, Johnstown, Pennsylvania 15901 Facsimile No.:
814/533-5070 Attention: President, or at such other address as Tenant may designate in writing to Landlord. 
  
 Any notice sent in the manner set forth above shall be deemed delivered three (3) days after said notice is deposited in the mail if sent by certified mail (return
receipt requested), or upon receipt if sent by hand delivery or reputable overnight courier. Any change of notice address by either party shall be delivered to the other party by the manner of notice required hereby. 
  
 19. Track Clearance. Notwithstanding anything contained in this Lease,
and irrespective of the sole, joint, or concurring negligence of Landlord, Tenant shall assume sole responsibility for and shall indemnify, save harmless and defend the Landlord Entities from and against all claims, actions or legal proceedings
arising, in whole or in part, from the conduct of Tenant’s operations, or the placement of Tenant’s fixtures, equipment or other property, within twenty-five feet (25’) of Landlord’s tracks, if any, located on or adjacent to the
Premises. In this connection it is specifically understood that knowledge on the part of Landlord of a violation of the foregoing clearance requirement, whether such knowledge is actual or implied, shall not constitute a waiver and shall not relieve
Tenant of its obligations to indemnify the Landlord Entities for losses and claims resulting from any such violation. 
  
 20. Brokerage. Landlord and Tenant hereby covenant and agree to indemnify and hold the other harmless from and against any and all loss, liability,
damage, claim, judgment, cost and expense (including without limitation attorney’s fees and litigation costs) that may be incurred or suffered by the other because of any claim for any fee, commission or similar compensation with respect to
this Lease, made by any broker, agent or finder claiming by, through or under the indemnifying party, whether or not such claim is valid. 
  
 21. Tenant’s Insurance. Tenant shall procure and maintain, at all times and at its expense, in a form and with an insurance company acceptable
to Landlord, the following types of insurance: 
  
 (a) Workers’ Compensation Insurance to meet fully the requirement of any compensation act, plan or legislative enactment applicable in connection with the death, disability or injury of Licensee’s officers, agents, servants or
employees arising directly or indirectly out of the performance of this Lease; 
  
 (b) Employers’ Liability Insurance with limits of not less than $500,000 each accident, $500,000 policy limit for disease, and
$500,000 each employee for disease; 
  
 (c)
Automobile Liability Insurance with a combined single limit of not less than $500,000 each occurrence for injury to or death of persons and damage to or loss or destruction of property arising out of the use of owned or non-owned vehicles;

  

 10 








 (d) Commercial General Liability Insurance for the Premises having a single limit of not
less than $5,000,000.00 for each occurrence, covering Tenant’s contractual liability hereunder, and covering Tenant and Landlord for liability arising out of work performed by any third parties for Tenant in or about the Premises; and

  
 (e) property insurance at replacement cost
value to cover the Improvements upon the Premises. 
  
 Each of the foregoing types
of coverage shall name the Landlord Entities as additional insureds and be considered primary and noncontributory, regardless of any insurance carried by Landlord; provided, however, Landlord shall be the loss payee under the property
insurance policy. Tenant shall deliver certificates of insurance evidencing the insurance required hereinabove to Landlord simultaneously with the execution of this Lease by Tenant, which certificates shall reflect that the policies shall not be
canceled without at least thirty (30) days prior notice to Landlord. If Tenant fails to obtain the necessary coverages, Landlord may do so at Tenant’s expense and the same shall constitute additional rental. All insurance certificates should be
delivered to Landlord’s Risk Management Department, Three Commercial Place, Norfolk, Virginia 23510, simultaneously with the execution of this Lease by Tenant. The minimum limits of insurance provided for hereunder are not intended to be a
limitation on the liability of Tenant hereunder and shall not waive Landlord’s right to seek a full recovery from Tenant. 
  
 Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against
the other for any loss or damage with respect to Tenant’s property, leasehold improvements, the buildings, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage
is (or would have been, had the insurance required by this Lease been carried) covered by insurance. 
  
 22. Taxes. Each year during the term of this Lease, Tenant agrees to reimburse Landlord, as additional rental, for all real estate
taxes and assessments (regular or special) pertaining to the Premises, paid by Landlord with respect to the Premises over and above the annual sum of $75,000 (“Taxes”) which sum has been included in the base rental described in
Paragraph 3 of this Lease. Landlord has been advised by representatives of the City of Roanoke that the Premises shall be separately assessed as of January 1, 2005. Landlord may, but shall not be obligated to, invoice Tenant for the estimated Taxes
for each calendar year (but no more frequently than monthly), which amount shall be adjusted each year based upon anticipated Taxes. If the Premises are part of a larger tract, the Taxes for which Tenant is responsible for reimbursing Landlord
pursuant to the terms hereof shall be the share of such total Taxes that Landlord reasonably determines are applicable to the Premises, giving due consideration to the relative value of the Premises and the value of the land and improvements
reflected in the applicable tax valuation. Upon request from Tenant, Landlord shall provide Tenant with copies of tax bills for the Taxes. If Landlord has been invoicing Tenant for Taxes and the tax bills indicate that the total of the payments made
by Tenant exceeds the amount of Taxes applicable to the Premises, Landlord shall credit any such amount against the Tax reimbursement payment next coming due. In the event the accounting shows that the total of the Tax payments made by Tenant is
less than the amount of Tax payment due from Tenant under this Paragraph, the accounting shall be accompanied by an invoice for the additional payment. During the year in which this Lease terminates, Landlord shall have the option to invoice Tenant
for Taxes based upon the previous year’s Taxes. If this Lease commences on a day other than the first day of a tax year or ends on a day other than the last day of a tax year, the amount of any Taxes payable by Tenant applicable to the year in
which the term commences or ends shall be prorated. Tenant 

  

 11 








 
agrees to pay any sum due under this Paragraph within ten (10) days following receipt of the invoice showing the amount due.  
  
 23. Joint and Several. If Tenant comprises more
than one person, corporation, partnership or other entity, the liability hereunder of all such persons, corporations, partnerships or other entities shall be joint and several. 
  
 24. No Warranties; Entire Agreement. TENANT ACCEPTS THE PREMISES “AS IS” WITHOUT WARRANTY OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER IMPLIED WARRANTIES. TENANT ACKNOWLEDGES THAT THE PREMISES MAY CONTAIN
ASBESTOS OR LEAD-BASED PAINT AND SHOULD CONDUCT ANY RENOVATION OR CONSTRUCTION ACTIVITIES OF THE IMPROVEMENTS IN ACCORDANCE WITH ENVIRONMENTAL LAWS, INCLUDING WITHOUT LIMITATION, APPLICABLE FEDERAL OR STATE EPA OR OSHA REGULATIONS. LANDLORD SHALL
NOT BE LIABLE FOR, AND TENANT HEREBY RELEASES LANDLORD FROM ALL CLAIMS FOR ECONOMIC LOSSES AND ALL OTHER DAMAGE OF ANY NATURE WHATSOEVER ACCRUING TO TENANT, INCLUDING, BUT NOT LIMITED TO THE VALUE OF ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS OF
TENANT UPON THE PREMISES, RESULTING FROM OR ARISING BY REASON OF ANY DEFICIENCY, INSUFFICIENCY OR FAILURE OF TITLE OF LANDLORD. IN NO EVENT SHALL EITHER LANDLORD OR TENANT BE LIABLE TO THE OTHER PARTY HERETO FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS, COST OF CAPITAL OR BUSINESS INTERRUPTION EXPENSES) ARISING OUT OF OR RELATED TO THIS LEASE, EVEN IF LANDLORD OR TENANT, AS THE CASE MAY BE, HAS BEEN ADVISED OR SHOULD HAVE
BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO AS TO THE PREMISES, AND NO REPRESENTATIONS, INDUCEMENTS, PROMISES OR AGREEMENTS, ORAL OR OTHERWISE, BETWEEN THE PARTIES, NOT EMBODIED
HEREIN, SHALL BE OF ANY FORCE OR EFFECT. 
  
 25.
Survival. The provisions of Paragraphs 6, 7, 9, 13, 17, 20 and 22 of this Lease, Paragraphs 5, 10, 12 and 13 of Exhibit B attached hereto, Appendix 1 of Exhibit B attached hereto, and Paragraphs
5, 6 and 11 of Exhibit D attached hereto shall survive the expiration or earlier termination of this Lease. 
  
 26. Miscellaneous. Knowledge on the part of Landlord or any employee, agent or representative of Landlord of any violation of any of
the terms of this Lease by Tenant shall constitute neither negligence nor consent on the part of Landlord, and shall in no event relieve Tenant of any of the responsibilities and obligations assumed by Tenant in this Lease. All rights, powers and
privileges conferred hereunder upon the parties hereto shall be cumulative but not restrictive to those given by law. No failure of one party to exercise any power hereunder, or to insist upon strict compliance by the other party with its
obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of such party’s right to demand exact compliance with the terms hereof. Subject to the terms of Paragraph 12 above, this
Lease shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of Landlord and Tenant. If any term, covenant or condition of this Lease or the application thereof to any person, entity or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or 

  

 12 








 
condition to persons, entities or circumstances other than those which or to which used may be held invalid or unenforceable, shall not be affected thereby,
and each term, covenant or condition of this Lease shall be valid and enforceable to the fullest extent permitted by law. Time is of the essence in this Lease. Neither party shall be bound hereunder until such time as both parties have signed this
Lease. This Lease shall be governed by the laws of the State or Commonwealth in which the Premises are located. 
  
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

 13 








 IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, effective the day and
year first above written. 
  

									
	 Witness:
	 	 	 	LANDLORD:
			
	/s/ MARILYN L. FLOTTMAN	 	 	 	NORFOLK SOUTHERN RAILWAY COMPANY,
	 Signature
	 	 	 	 a Virginia corporation

	 Name:
	 	Marilyn L. Flottman	 	 	 	 	 	 
	 	 	 	 	 	 	 By:
	 	/s/ F. BLAIR WIMBUSH
	 	 	 	 	 	 	 Name:
	 	F. Blair Wimbush
	 Witness:
	 	 	 	 Title:
	 	Vice President
	 	 	 	 	 	 	 
	/s/ J. COLEMAN LAWRENCE	 	 	 	 Date of Landlord Signature: December 16, 2004

	 Signature
	 	 	 	 
	 Name:
	 	J. Coleman Lawrence	 	 	 	[SEAL]
			
	 Witness:
	 	 	 	TENANT:
			
	/s/ AMANDA J. HARRINGTON	 	 	 	JOHNSTOWN AMERICA CORPORATION,
	 Signature
	 	 	 	 a Delaware corporation

	 Name:
	 	Amanda J. Harrington	 	 	 	 	 	 
	 	 	 	 	 	 	 By:
	 	/s/ JOHN E. CARROLL, JR.
	 	 	 	 	 	 	 Name:
	 	John E. Carroll, Jr.
	 Witness:
	 	 	 	 Title:
	 	President
			
	/s/ CHARLES E. HOWARD	 	 	 	 Date of Tenant Signature: December 22, 2004

	 Signature
	 	 	 	 
	 Name:
	 	Charles E. Howard	 	 	 	[SEAL]

  

 14 








 Exhibit A 
  



 







 EXHIBIT B 
  
 RIDER TO LEASE AGREEMENT DATED DECEMBER 20, 2004 BY AND BETWEEN NORFOLK SOUTHERN RAILWAY COMPANY, AS LANDLORD, AND JOHNSTOWN AMERICA
CORPORATION, AS TENANT 
  
 This Rider is attached to and made
a part of the referenced Lease Agreement. In the event of an inconsistency between the terms of this Rider and the terms of the Lease Agreement, the terms of this Rider shall control. 
  
 1. Renewal of Term. Subject to the termination rights of Landlord set out in either this Exhibit
B or in the Lease Agreement and provided that Tenant is not in default at the time Tenant gives the applicable Renewal Notice (as hereinafter defined) to Landlord or at the time the then applicable term of this Lease would otherwise expire,
Tenant shall have the right to renew the term of this Lease for one (1) period of ten (10) years (the “Renewal Term”) by giving written notice (the “Renewal Notice”) to Landlord no later than twelve (12) months
prior to the expiration of the Initial Term. The renewal shall be on the same terms and conditions as are applicable during the Initial Term except that the amount of the initial monthly base rental for the Renewal Term (the “Initial Renewal
Rental”) shall be based on the fair market rental for the Premises, as determined by Landlord in good faith (but the monthly base rental shall not decrease). Commencing on the first anniversary of the first day of the Renewal Term (the
“Renewal Commencement Date”), the monthly base rental thereafter shall be subject to an annual adjustment based on the percentage increase of the Producer Price Index, as hereinafter described. Landlord and Tenant shall have
forty-five (45) days from the receipt of Tenant’s notice of renewal to come to an agreement as to the amount of Initial Renewal Rental to be paid by Tenant. Notwithstanding anything to the contrary in this Lease, in no event shall the Initial
Renewal Rental, whether determined by the parties hereto or through the arbitration process described below, be less than the monthly base rental in effect at the expiration of the Initial Term. 
  
 Notwithstanding the foregoing, if Landlord and Tenant fail to agree upon the Renewal Rental
within such forty-five (45) day period (the “Negotiation Period”), Tenant, by written notice delivered to Landlord (the “Arbitration Notice”) within five (5) days after the expiration of the Negotiation Period,
shall have the right to elect to renew the term of this Lease for the Renewal Term (which shall establish a binding obligation for Tenant’s lease of the Premises for the Renewal Term) and have the Initial Renewal Rental determined in accordance
with the arbitration procedures described below. If Landlord and Tenant fail to agree upon the Initial Renewal Rental within the Negotiation Period and Tenant fails to send the Arbitration Notice as provided above, Tenant’s renewal right shall
be deemed to be null and void and of no further force and effect, and the term of this Lease shall expire as provided in Paragraph 2 of this Lease. 
  
 If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within thirty (30) days after the date of the Arbitration Notice, shall each simultaneously
submit to the other, in a sealed envelope, its proposed Initial Renewal Rental (collectively referred to as the “Estimates”). If the higher of such Estimates is not more than 105% of the lower of such Estimates, then the Initial
Renewal Rental shall be the average of the two Estimates. If the Initial Renewal Rental is not resolved by the exchange of Estimates, then, within ten (10) days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to
determine which of the two Estimates most closely reflects the fair market rental for the Premises at the commencement of the Renewal Term. Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have
working knowledge of current rental rates and 

  

 Page 1 of 13 








 
practices for appropriately relevant properties. For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred
by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA”
appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the
organization and designation most similar). 
  
 Upon selection, Landlord’s
and Tenant’s appraisers shall work together in good faith to determine which of the two Estimates most closely reflects the fair market rental for the Premises at the commencement of the Renewal Term. The Estimate chosen by such appraisers
shall be binding on both Landlord and Tenant as the Initial Renewal Rental. If either Landlord or Tenant fails to appoint an appraiser within the ten (10) day period referred to above, the appraiser appointed by the other party shall be the sole
appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the monthly base rental within thirty (30) days after their appointment, then, within ten (10) days after the expiration of
such thirty (30) day period, the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in
any case within fourteen (14) days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the fair market rental for the Premises at the commencement of the Renewal Term, and such Estimate shall be binding
on both Landlord and Tenant as the Initial Renewal Rental. The parties shall share equally in the costs of the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party
retaining such appraiser, counsel or expert. 
  
 If the Initial Renewal Rental has
not been determined by the commencement date of the Renewal Term, Tenant shall pay monthly base rental upon the terms and conditions in effect during the last month of the Initial Term until such time as the Initial Renewal Rental has been
determined. Upon such determination, the monthly base rental for the Premises shall be retroactively adjusted to the commencement of the Renewal Term for the Premises. If such adjustment results in an underpayment of monthly base rental by Tenant,
Tenant shall pay Landlord the amount of such underpayment within thirty (30) days after the determination thereof. 
  
 The monthly base rental shall be increased (and not decreased) during each year of the Renewal Term by the percentage of increase, if any, in the United States, Bureau of
Labor Statistics Producer Price Index – Finished Goods (final and not seasonally adjusted) (“Index”) as set forth below. If the Index is discontinued or revised during the term, such other government index or computation with
which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised. The “Adjustment Date” shall mean the first anniversary of the Renewal
Commencement Date and each anniversary thereof during the Renewal Term. The non-preliminary Index published nearest to the Renewal Commencement Date shall be the “Base Index”. The non-preliminary Index published nearest to the
Adjustment Date shall be the “Adjustment Index”. On each Adjustment Date, the monthly base rental shall be adjusted by multiplying the Initial Renewal Rental by a fraction, the numerator of which fraction is the applicable
Adjustment Index and the denominator of which fraction is the Base Index. The amount so determined shall be the monthly base rental payable under the Lease beginning on the applicable Adjustment Date and until the next Adjustment Date (if any).

  

 Page 2 of 13 








 2. Use of the Tracks; Governmental Grants. Without in any way affecting Tenant’s
insurance or indemnity obligations set forth in the Lease, the provisions set forth in Exhibit D attached hereto shall govern Tenant’s operation of rail cars on the Tracks. In the event of an inconsistency between the terms of
Exhibit D and the terms of the Lease Agreement, the terms of Exhibit D shall control. Paragraph 19 of the Lease shall not apply to the Tracks. ***. All Track Improvements shall, upon completion, become the property of
Landlord and remain with the Premises following the expiration or earlier termination of the term of this Lease. 
  
 3. Tenant Right to Suspend Operations. *** 

  

 Page 3 of 13 








 4. Provision of Certain Utilities by Landlord; Estimated Utility Expenses. Except as
set forth below in this Section, Landlord will use its reasonable efforts to provide or cause to be provided electricity, steam, potable water and compressed air services to the Premises (collectively, the “Landlord-Provided
Utilities”) during the term of this Lease. However, Landlord reserves the right, without any liability to Tenant and without affecting Tenant’s covenants and obligations under this Lease, to stop or interrupt or reduce any of the
Landlord-Provided Utilities, or to stop, interrupt or reduce any other utility services provided to the Premises, whenever and for so long as may be necessary, in Landlord’s reasonable judgment, by reason of (i) accidents or emergencies, (ii)
the making of repairs or changes that Landlord in good faith considers necessary or which it is required or permitted by this Lease or by law to make, (iii) the selection, by written notice delivered to Tenant at least ninety (90) days prior to the
effective date thereof, of a third party company to provide some or all of the Landlord-Provided Utilities, (iv) difficulty in securing proper supplies of electricity, steam, compressed air or supplies related thereto, or (v) the compliance by
Landlord with governmental, quasi-governmental or utility company energy conservation measures. In addition to the foregoing, Landlord shall have the right, without any liability to Tenant and without affecting Tenant’s covenants and
obligations under this Lease, to stop any of the Landlord-Provided Utilities by written notice delivered to Tenant at least six (6) months prior to the effective date thereof; provided, however, in the event that steam utility service
is stopped by Landlord, Landlord shall, at its expense, cause an air compressor to be installed at the Premises that has a size and capacity adequate to support all rail car manufacturing processes then being performed at the Premises. 

 
 Landlord shall, on an interruption of the Landlord-Provided Utilities or
any other utility service provided to the Premises, use its reasonable efforts to cause the service to be resumed as soon as practicable. However, no interruption or stoppage of any services shall ever be construed as an eviction of Tenant nor will
interruption or stoppage cause an abatement of the base rental payable under this Lease or in any manner relieve Tenant from any of Tenant’s obligations under this Lease. 
  
 5. Payment of Utility Expenses. Landlord estimates that the initial monthly expenses for the utilities
currently provided to the Premises shall be as follows as of the Rental Commencement Date: 
  

				
	 Electricity:
	  	$	***
	 Steam (including compressed air)
	  	$	***
	 Potable Water
	  	$	***
	 	  	
	

	 Total
	  	$	***

  

 Page 4 of 13 








 Tenant shall, from time to time during the term of this Lease pay to Landlord as additional rental hereunder, along with
Tenant’s monthly installments of base rental, all expenses for utility services provided to the Premises that are not directly paid by Tenant to the provider of such utility services (collectively, the “Utility Expenses”),
which shall initially be established at $*** for the first Lease Year, or $*** per month. As soon as practicable, Landlord shall, following the Contingency Deadline (as hereinafter defined), install meters so as to isolate Tenant’s consumption
of all utility services (other than steam) at the Premises. During the term of this Lease, Landlord shall have the right to make a good faith estimate of the Utility Expenses for each upcoming Lease Year and, upon thirty (30) days’ notice to
Tenant, to require the monthly payment by Tenant of one-twelfth (1/12th) of such estimated Utility Expenses. Within sixty (60) days after the expiration of each Lease Year, or as soon thereafter as practical, Landlord shall furnish to Tenant a
statement of Landlord’s actual Utility Expenses for the previous Lease Year, and Landlord shall notify Tenant of the amount of the Utility Expenses owing by Tenant to Landlord, showing the calculations thereof which result from such statement.
Tenant agrees to promptly pay Landlord, as additional rental, all Utility Expenses which have not been previously paid as estimated Utility Expenses. If for any calendar year additional rental collected for the prior Lease Year, as a result of
Landlord’s estimate of Utility Expenses, is greater than the additional rental actually due during such prior Lease Year, then Landlord shall refund to Tenant any such overpayment or, at Landlord’s option, apply such amount against
subsequent Utility Expenses due under the Lease. 
  
 6.
Capital Improvements; Credit Against Base Rental. During the first Lease Year, Tenant shall have the right to undertake certain capital repairs and to design and construct certain alterations and improvements to the Premises, some of
which capital repairs, alterations and improvements are listed on Exhibit F attached hereto and incorporated herein by this reference (collectively, the “Planned Capital Improvements”). *** 

  

 Page 5 of 13 








 
All Planned Capital Improvements and Additional Capital Improvements shall, upon completion, become the property of Landlord and remain with the Premises
following the expiration or earlier termination of the term of this Lease. 
  
 7. Use and Replacement of Equipment. (a) Tenant shall be responsible for replacement of the short-life machining tools and fixtures owned by Landlord and located upon or about the Premises (which
may or may not be included within the description of the Equipment set forth in Exhibit C attached hereto) such as welding machines, huck guns, jigs and other equipment (collectively, the “Short-Life Equipment”), the
useful lives for which shall expire during the term of this Lease. Once one or more items of Short-Life Equipment are no longer useful to Tenant, Tenant shall deliver the same to Landlord for Landlord’s disposition. No adjustment in the base
rental or any other amount due to Landlord under the Lease shall be made for Tenant’s loss of use of any Short-Life Equipment, and Tenant shall be responsible for any required replacement of Short-Life Equipment. (b) Upon the expiration or
earlier termination of the term of this Lease, Tenant may remove any machining tools and fixtures purchased by Tenant, but shall not remove any remaining Short-Life Equipment. If the cranes and blast units described in Exhibit C
attached hereto, the turntable or any air compressor installed by Landlord (collectively, the “Replacement Equipment”) become inoperable and are incapable of repair, as reasonably determined by Landlord, Landlord shall be
responsible for the replacement (but not repair) of such Replacement Equipment unless such replacement is necessitated due to the fault or negligence of Tenant or any of Tenant’s agents, employees, or invitees. Tooling and all other equipment
owned by Tenant in the Premises and that has not been classified as a Planned Capital Improvements, Additional Capital Improvements or Replacement Equipment will remain property of Tenant, and Tenant will have the right to remove these items from
the property after termination. 
  
 8. Phase I
Investigation. Within sixty (60) days after the date of this Lease, Landlord shall, it its expense, cause a Phase I environmental investigation (the “Phase I Investigation”) to be performed for the Premises and shall
promptly send to Tenant copies of all reports made in connection with the Phase I Investigation (collectively, the “Phase I Reports”). The Phase I Reports shall be deemed Confidential Information (as hereinafter defined). Without in
any way affecting the obligations of the parties hereto under Paragraph 13 of this Lease, neither Landlord nor Tenant shall be obligated to perform any additional testing, or take any remedial or other measures, that may be recommended in connection
with the Phase I Investigation, except to the extent otherwise required by the terms of this Lease or by applicable law. 
  
 9. Landlord’s Repair Obligations. Except for damage caused by Tenant, its agents, employees, contractors and invitees, Landlord shall
keep in good repair the structural components of the roof, foundation and exterior walls of the Improvements. Notwithstanding the foregoing, Landlord shall have no obligation to make any repair or maintenance pursuant to this Section unless and
until it shall have received written notice from Tenant specifying the need for such maintenance or repairs. 
  

 Page 6 of 13 








 10. Termination. 
  
 (A) By Landlord 
  
 (1) For Breach by Tenant. Landlord shall have the right to terminate for breach by Tenant as set out
in Section 14 of the Lease. There will be no right on part of Tenant to receive *** in the event of a termination under this provision. 
  
 (2) For Convenience. Landlord shall have the right to terminate this Lease at any time effective after the fifth (5th) Lease Year and at any time during the period of any renewal term. Such termination by Landlord shall be effected by the
delivery of a written notice of termination to Tenant at least twelve (12) months prior to the effective date thereof. *** 
  
 (3) Pursuant to Section 3 of this Exhibit B. *** 
  

 Page 7 of 13 








 (B) By Tenant. 
  
 (1) Pursuant to Section 3 of this Exhibit B. *** 
  
 (2) For Convenience. Tenant shall have the right to
terminate this Lease at any time effective after the fifth (5th) Lease Year and at any time during the period of any
renewal term. Such termination by Tenant shall be effected by the delivery of a written notice of termination to Tenant at least twelve (12) months prior to the effective date thereof. There will be no right on part of Tenant to receive *** in the
event of a termination under this provision. 
  
 (C) Other Termination Provisions. The provisions of this Section 10 shall not affect the termination rights set forth in Paragraph 8 (“Destruction of or Damage to Premises”) or Paragraph 11 (“Condemnation”) of the
Lease. 
  
 11. Access to the Premises. Tenant
requires rights to ingress and egress to and from the Premises over certain property owned or controlled by the Roanoke Valley Resource Authority (“RVRA”) and being more particularly described as the “RVRA Property”
on Exhibit A attached hereto. Landlord shall use reasonable efforts, at no cost to Landlord, to assist Tenant in the procurement of such ingress and egress rights from RVRA. Tenant acknowledges and agrees that Tenant shall enter into a
written agreement with RVRA that grants Tenant such rights and shall send Landlord a copy of such agreement promptly after the execution thereof. 
  
 12. Non-solicitation and Engagement of Tenant Employees. Landlord will not offer employment to any Tenant officers, senior managers or other
salaried, supervisory employees for a period of one year after terminating this Lease 
  
 13. Confidentiality. During the term of this Lease and for a period of five (5) years following the expiration or earlier termination of the term of this Lease, each of Landlord and Tenant agrees to maintain as
secret and confidential, and not to disclose to third parties, without the prior written consent of the other party hereto, any rental rates, lease concessions, termination options or other unique terms or conditions contained in this Lease
(collectively, “Confidential Information”). Each of Landlord and Tenant acknowledges that such Confidential Information, if disclosed to third parties in a manner prohibited by this paragraph, would be damaging to the other party
hereto. Notwithstanding the foregoing, the parties hereto shall have the right, as required in the ordinary course of its business, to disclose this Lease or any part thereof: (a) to their parent companies or any company owned or controlled by such
parent companies, directly or indirectly, (b) to their respective auditors, attorneys, brokers and underwriters, (c) to any regulators in response to a request, or (d) in response to a subpoena or other legal process, provided that, in case of a
request from regulators or of a subpoena or legal process, Landlord or Tenant, as the case may be, shall endeavor to provide timely written notice to the other party and agrees to provide assistance in obtaining appropriate confidentiality orders.

  
 14. Lease Contingencies. Landlord and Tenant
understand and agree that Tenant’s obligations pursuant to this Lease are expressly contingent on the following items (collectively, the Lease 

  

 Page 8 of 13 








 
Contingencies”): (i) Tenant obtaining ingress and egress rights to the Premises which are acceptable to Tenant, in Tenant’s sole discretion,
(ii) Tenant obtaining labor agreements applicable to the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (iii) Tenant obtaining T-1 and other communications facilities to the Premises which are acceptable to Tenant, in
Tenant’s sole discretion, (iv) Tenant obtaining water treatment arrangements for the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (v) Tenant obtaining any and all environmental and other governmental permits and
approvals necessary to conduct its intended business in the Premises, in Tenant’s sole discretion, (vi) Tenant obtaining reasonable assurance that Landlord will provide a minimum service level of pulling 50 cars per week from the Premises and
make available a location where a unit train of up to 150 rail cars can be assembled for shipping as a unit to Tenant’s customers, and (vii) ***. Immediately following the execution of this Lease, Tenant shall use diligent, good faith efforts
to investigate and resolve the Lease Contingencies, and Landlord shall cooperate with such efforts, but at no cost to Landlord. If the Lease Contingencies are not resolved to Tenant’s satisfaction, or are not waived by Tenant, within one
hundred twenty (120) days after the Rental Commencement Date, Tenant shall have the right to terminate this Lease by written notice delivered to Landlord no later than the one hundred twenty-fifth (125th) day after the Rental Commencement Date (the “Contingency Deadline”). In the event that Tenant fails to deliver such termination notice to
Landlord on or before the Contingency Deadline, then the Lease Contingencies shall be deemed waived by Tenant 
  
 15. Quiet Enjoyment. Provided that Tenant pays all rental and performs all of the terms, conditions and covenants of this Lease, Tenant may,
subject to the terms and conditions of the Lease, enjoy the quiet and peaceful possession of the Premises for the term of this Lease without hindrance, claim or molestation by Landlord or any other person claiming by, through or under Landlord.

  

 Page 9 of 13 








 APPENDIX 1 TO EXHIBIT B TO THE LEASE 
 AGREEMENT DATED DECEMBER       , 2004, BY AND 
 BETWEEN NORFOLK SOUTHERN RAILWAY 
 COMPANY, AS LANDLORD, AND JOHNSTOWN 
 AMERICA CORPORATION, AS TENANT 
  
 *** 
  

 Page 10 of 13 








 *** 
  

 Page 11 of 13 








 *** 
  

 Page 12 of 13 








 *** 
  

 Page 13 of 13 








 EXHIBIT C 
  
 SCHEDULE OF EQUIPMENT 
  
 [see attached] 
  









 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 EQUIPMENT AND MACHINERY LISTING 
 EXHIBIT C 
  

																	
	 SUB LOCATION

	  	NSNO

	  	 MANUFACTURE

	  	 MODEL NO

	  	 SERIAL #

	  	 CAPACITY

	  	FUEL

	  	DATE

	  	 EQUIPMENT TYPE


	 CAR SHOP-CENTER BAY
	  	8590	  	LINCOLN	  	R3M650	  	303677	  	400 A	  	 	  	1974/00	  	WELDER ELECTRIC
									
	 CENTER BAY
	  	6282	  	WHITING	  	 	  	7721	  	015 TN	  	 	  	1957/12	  	CRANE OVERHEAD
									
	 CENTER BAY
	  	11879	  	HUCK	  	 	  	89043	  	 	  	ELECTRIC	  	1991/09	  	POWERIG
									
	 CENTER BAY
	  	51048	  	SHOP MADE	  	 	  	HA233844	  	 	  	 	  	0000/00	  	CAR PULLER
									
	 CENTER BAY
	  	10165	  	HUCK	  	918	  	102	  	 	  	 	  	1986/00	  	POWERIG
									
	 CENTER BAY
	  	11622	  	LIBERTY MACH	  	SERIES II	  	 	  	 	  	 	  	1981/00	  	WELDER C SILL
									
	 CENTER BAY
	  	10668	  	HUCK	  	906	  	0184	  	 	  	 	  	1982/01	  	POWERIG
									
	 CENTER BAY
	  	51050	  	HUCK	  	917	  	801	  	 	  	 	  	1985/00	  	POWERIG
									
	 CENTER BAY
	  	10168	  	LOGAN CO	  	6032DGD6	  	583094	  	 	  	 	  	0000/00	  	POWERIG
									
	 CENTER BAY
	  	10170	  	HUCK	  	 	  	89043	  	 	  	 	  	0000/00	  	POWERIG
									
	 CENTER BAY
	  	10167	  	HUCK	  	 	  	91051	  	 	  	 	  	0000/00	  	POWERIG
									
	 CENTER BAY
	  	10169	  	HUCK	  	 	  	91056	  	 	  	 	  	0000/00	  	POWERIG
									
	 CENTER BAY
	  	51049	  	SHOP MADE	  	 	  	 	  	 	  	 	  	0000/00	  	WELDER CTRPL&PP
									
	 CENTER BAY
	  	10173	  	ABELL & HOWE	  	 	  	658201	  	091 TN	  	 	  	1996/00	  	HOIST CHAIN
									
	 CENTER BAY
	  	10174	  	ABELL & HOWE	  	 	  	658202	  	001 TN	  	 	  	1996/01	  	HOIST CHAIN
									
	 CENTER BAY
	  	10739	  	LINCOLN	  	 	  	AC285025	  	 	  	 	  	1982/01	  	WELDER ELECTRIC
									
	 CENTER BAY
	  	7963	  	YALE	  	 	  	AH114473	  	2500 LB	  	ELECTRIC	  	1966/00	  	WORK SAVER-LIFT
									
	 CENTER BAY
	  	3629	  	HISEY WOLF MACH	  	 	  	 	  	 	  	 	  	1982/01	  	GRINDER
									
	 FABRICATION SHOP
	  	8136	  	BEATTY MACHINE	  	 	  	 	  	ANGLE	  	 	  	1969/00	  	PUNCH
									
	 FABRICATION SHOP
	  	11683	  	CINCINNATI BKFD	  	750	  	47493	  	 	  	ELEC/HYD	  	1993/03	  	SHEAR
									
	 FABRICATION SHOP
	  	6280	  	WHITING	  	 	  	7717	  	025 TN	  	 	  	1957/12	  	CRANE OVERHEAD
									
	 FABRICATION SHOP
	  	51070	  	SMART MACHINE	  	ANGLE	  	 	  	 	  	 	  	1991/00	  	MATERIAL HANDLE
									
	 FABRICATION SHOP
	  	8591	  	DOALL	  	TF24SA	  	23173297	  	 	  	 	  	1973/00	  	SAW DOALL

  

 Page 1 of 5 








 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 EQUIPMENT AND MACHINERY LISTING 
 EXHIBIT C 
  

																	
	 SUB LOCATION

	  	NSNO

	  	 MANUFACTURE

	  	 MODEL NO

	  	 SERIAL #

	  	 CAPACITY

	  	 FUEL

	  	 DATE

	  	 EQUIPMENT TYPE


	 FABRICATION SHOP
	  	10368	  	VIRGINIA CRANE	  	 	  	 	  	005 TN	  	 	  	0000/00	  	CRANE BRIDGE
									
	 FABRICATION SHOP
	  	11682	  	SOUTHWORTH	  	4409748	  	2506A	  	8000 LB	  	 	  	1992/04	  	MATERIAL TURNER
									
	 FABRICATION SHOP
	  	8137	  	BEATTY MACHINE	  	 	  	SEE NW 8136	  	 	  	 	  	1969/00	  	TABLE SPACING
									
	 FABRICATION SHOP
	  	10216	  	CADY	  	 	  	 	  	025 TN	  	 	  	0000/00	  	LIFTING FIXTURE
									
	 FABRICATION SHOP
	  	51045	  	GORBEL	  	@PACIFIC	  	 	  	1000 LB	  	 	  	1996/01	  	MONORAIL
									
	 FABRICATION SHOP
	  	10217	  	CADY	  	 	  	 	  	015 TN	  	 	  	0000/00	  	LIFTING FIXTURE
									
	 FABRICATION SHOP
	  	51046	  	GORBEL	  	@PRESS BRAKE	  	 	  	1000 LB	  	 	  	1992/00	  	MONORAIL
									
	 FABRICATION SHOP
	  	8456	  	LINCOLN	  	K1108	  	277471	  	 	  	 	  	1971/00	  	WELDER ELECTRIC
									
	 FABRICATION SHOP
	  	1995	  	HISEY WOLF MACH	  	TY7WFA	  	 	  	006 HP	  	 	  	1923/12	  	GRINDER
									
	 FABRICATION-CM100
	  	6325	  	CHICAGO TRAMRAI	  	17710R	  	249587	  	005 TN	  	 	  	1958/12	  	CRANE GANTRY
									
	 FABRICATION-CM56
	  	6323	  	CHICAGO TRAMRAI	  	17710R	  	249585	  	005 TN	  	 	  	1958/12	  	CRANE GANTRY
									
	 FABRICATION-NEWBEATTY
	  	8322	  	BANBURY MFG	  	 	  	 	  	 	  	 	  	1969/00	  	HOIST VAC-U-LIF
									
	 FABRICATION-NEWBEATTY E
	  	6331	  	CHICAGO TRAMRAI	  	17710R	  	249583	  	005 TN	  	 	  	1958/12	  	CRANE GANTRY
									
	 FABRICATION-OLD BEATTY E
	  	6329	  	CHICAGO TRAMRAI	  	17710R	  	249581	  	005 TN	  	 	  	1958/12	  	CRANE GANTRY
									
	 FABRICATION-OLD BEATTY W
	  	6322	  	CHICAGO TRAMRAI	  	17710R	  	249584	  	005 TN	  	 	  	1958/12	  	CRANE GANTRY
									
	 FABRICATION-SHEARS
	  	6591	  	CHICAGO TRAMRAI	  	 	  	270092	  	001 TN	  	 	  	1912/08	  	CRANE GANTRY
									
	 FABRICATION-SHEARS
	  	6592	  	CHICAGO TRAMRAI	  	541	  	27031	  	002 TN	  	 	  	1982/01	  	CRANE JIB
									
	 FABRICATION-SIDES
	  	9870	  	BEATTY MACHINE	  	 	  	 	  	 	  	 	  	1983/06	  	PUNCH
									
	 FREIGHT
	  	6284	  	WHITING	  	 	  	7723	  	015 TN	  	 	  	1957/12	  	CRANE OVERHEAD
									
	 FREIGHT
	  	6281	  	WHITING	  	 	  	7720	  	015 TN	  	 	  	1957/12	  	CRANE OVERHEAD
									
	 FREIGHT
	  	6283	  	WHITING	  	 	  	7722	  	015 TN	  	 	  	1957/12	  	CRANE OVERHEAD
									
	 FREIGHT
	  	6482	  	WHITING	  	 	  	 	  	002 TN	  	 	  	1956/11	  	CRANE OVERHEAD
									
	 FREIGHT
	  	50714	  	AMERICAN LIFT	  	T196040TL	  	862961	  	1000 LB	  	 	  	1994/12	  	LIFT HYD TORQUE

  

 Page 2 of 5 








 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 EQUIPMENT AND MACHINERY LISTING 
 EXHIBIT C 
  

																	
	 SUB LOCATION

	  	NSNO

	  	 MANUFACTURE

	  	 MODEL NO

	  	 SERIAL #

	  	 CAPACITY

	  	 FUEL

	  	 DATE

	  	 EQUIPMENT TYPE


	 FREIGHT
	  	50718	  	AMERICAN LIFT	  	T196040TL	  	862962	  	1000 LB	  	 	  	1994/12	  	LIFT HYD TORQUE
									
	 FREIGHT
	  	11856	  	YALE	  	MCW040LAN24C508	  	N540629	  	4000 LB	  	ELECTRIC	  	1993/09	  	WORK SAVER-LIFT
									
	 FREIGHT
	  	11563	  	HUCK	  	918	  	0143	  	 	  	 	  	1989/08	  	POWERIG
									
	 FREIGHT
	  	10673	  	HUCK	  	917	  	0120	  	 	  	 	  	1982/01	  	POWERIG
									
	 FREIGHT
	  	11366	  	LINCOLN	  	DC600	  	AC613582	  	600 A	  	 	  	1986/03	  	WELDER ELECTRIC
									
	 FREIGHT
	  	10711	  	LINCOLN	  	 	  	AC284122	  	 	  	 	  	1982/01	  	WELDER ELECTRIC
									
	 FREIGHT CAR
	  	51222	  	HUCK	  	917	  	0419	  	 	  	 	  	1998/03	  	POWERIG
									
	 FREIGHT CAR
	  	51146	  	HUCK	  	917	  	286	  	 	  	 	  	1997/06	  	POWERIG
									
	 FREIGHT CAR
	  	51147	  	HUCK	  	917	  	112	  	 	  	 	  	1985/00	  	POWERIG
									
	 FREIGHT CAR
	  	50449	  	HUCK	  	918	  	0242	  	 	  	 	  	1992/11	  	POWERIG
									
	 FREIGHT CAR
	  	50062	  	HUCK	  	917	  	0802	  	 	  	 	  	1985/12	  	POWERIG
									
	 FREIGHT CAR
	  	11730	  	HUCK	  	918	  	0141	  	 	  	 	  	1989/08	  	POWERIG
									
	 FREIGHT CAR
	  	51038	  	HUCK	  	917	  	263	  	 	  	 	  	1985/00	  	POWERIG
									
	 FREIGHT CAR
	  	7858	  	YALE	  	MC255071	  	214485	  	2500 LB	  	ELECTRIC	  	1966/00	  	WORK SAVER-LIFT
									
	 FREIGHT LINE #2 POSITION
	  	51209	  	SHOP MADE	  	6 GUN UNIT	  	HUCK021	  	 	  	 	  	1997/07	  	POWERIG
									
	 NORTH BAY
	  	6278	  	WHITING	  	 	  	7718	  	025 TN	  	 	  	1957/12	  	CRANE OVERHEAD
									
	 NORTH BAY
	  	11084	  	WHITING	  	 	  	 	  	025 TN	  	 	  	0000/00	  	CRANE OVERHEAD
									
	 NORTH BAY
	  	8128	  	LANDIS MACH	  	 	  	12CL2B104X	  	 	  	 	  	1969/00	  	THREADlNG MACH
									
	 NORTH HAY
	  	51063	  	HUCK	  	6 GUN UNIT	  	89043	  	 	  	 	  	1986/00	  	HYD POWER UNIT
									
	 NORTH BAY
	  	50061	  	HUCK	  	917	  	0303	  	 	  	 	  	1985/12	  	POWERIG
									
	 NORTH BAY
	  	9626	  	HUCK	  	94026	  	0895	  	 	  	 	  	1979/09	  	POWERIG
									
	 NORTH BAY
	  	10724	  	HUCK	  	908	  	196	  	 	  	 	  	1982/00	  	POWERIG
									
	 NORTH BAY
	  	51065	  	HUCK	  	940 (PORTABLE)	  	2155	  	 	  	ELECTRIC	  	1982/00	  	POWERIG

  

 Page 3 of 5 








 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 EQUIPMENT AND MACHINERY LISTING 
 EXHIBIT C 
  

																	
	 SUB LOCATION

	  	NSNO

	  	 MANUFACTURE

	  	 MODEL NO

	  	 SERIAL #

	  	 CAPACITY

	  	 FUEL

	  	 DATE

	  	 EQUIPMENT TYPE


	 REC.SHOP
	  	 	  	HUCK (2)	  	(PORTABLE)	  	 	  	 	  	ELECTRIC	  	 	  	POWERIG
									
	 NORTH BAY
	  	51066	  	HUCK	  	(PORTABLE)	  	 	  	 	  	 	  	0000/00	  	POWERIG
									
	 NORTH BAY
	  	51067	  	HUCK	  	(PORTABLE)	  	 	  	 	  	ELECTRIC	  	0000/00	  	POWERIG
									
	 NORTH BAY
	  	10143	  	SHOP MADE	  	 	  	 	  	 	  	 	  	0000/00	  	WELDER CTRPL&PC
									
	 NORTH BAY
	  	50056	  	LINCOLN	  	DC600	  	AC622738	  	600 A	  	 	  	1986/04	  	WELDER ELECTRIC
									
	 NORTH BAY
	  	11644	  	LINCOLN	  	DC600	  	AC7_8352	  	600 A	  	 	  	1991/02	  	WELDER ELECTRIC
									
	 NORTH BAY
	  	11740	  	LINCOLN	  	DC600	  	AC726154	  	600 A	  	 	  	1990/04	  	WELDER ELECTRIC
									
	 NORTH BAY
	  	11368	  	LINCOLN	  	DC600	  	AC615016	  	600 A	  	 	  	1986/00	  	WELDER ELECTRIC
									
	 NORTH BAY
	  	8269	  	LINCOLN	  	DC600	  	AC713996	  	600 A	  	 	  	1986/00	  	WELDER ELECTRIC
									
	 NORTH BAY
	  	2262	  	HISEY WOLF MACH	  	 	  	402581	  	 	  	 	  	1982/01	  	GRINDER
									
	 PAINT SHOP
	  	9956	  	WHEELABRATOR	  	 	  	A134265	  	 	  	 	  	1982/02	  	SHOT BLAST
									
	 PAINT SHOP
	  	8856	  	VAC-U-BLAST	  	J3091	  	S730508	  	 	  	 	  	1974/12	  	SHOT BLAST
									
	 PAINT SHOP
	  	10761	  	VAC-U-BLAST	  	 	  	4507	  	 	  	 	  	1982/01	  	SHOT BLAST
									
	 PAINT SHOP
	  	10159	  	TRANS PRODUCTS	  	 	  	 	  	 	  	ELECTRIC	  	0000/00	  	CAR PULLER
									
	 PAINT SHOP
	  	10160	  	GRACO	  	 	  	 	  	 	  	 	  	0000/00	  	PAINT SPRA UNIT
									
	 PAINT SHOP
	  	11800	  	NLB CORP	  	1012D1	  	982280	  	 	  	DIESEL	  	1993/02	  	WASHER PRESSURE
									
	 PAINT SHOP
	  	51086	  	LPI INC	  	LP21410	  	1305	  	 	  	 	  	1993/07	  	LIFT PNEUMATIC
									
	 PAINT SHOP
	  	51087	  	LPI INC	  	LP21410	  	1306	  	 	  	 	  	1993/07	  	LIFT PNEUMATIC
									
	 PAINT SHOP
	  	51071	  	INGERSOL RAND	  	H5U	  	R96F81949	  	3000 LB	  	AIR	  	1996/06	  	WINCH PNEUMATIC
									
	 PAINT SHOP
	  	11756	  	SKYJACK	  	S13220	  	60682	  	800 LB	  	 	  	1992/01	  	MANLIFT
									
	 PAINT SHOP
	  	3511	  	DIAGRAPH STENCI	  	J1225	  	 	  	001 CCIN	  	 	  	1930/06	  	STENCIL MACH
									
	 PAINT SHOP
	  	2269	  	IDEAL STENCIL	  	2	  	7976	  	 	  	 	  	1924/12	  	STENCIL MACH
									
	 SOUTH BAY EAST
	  	6490	  	WHITING	  	 	  	 	  	025 TN	  	 	  	1958/12	  	CRANE OVERHEAD

  

 Page 4 of 5 








 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 EQUIPMENT AND MACHINERY LISTING 
 EXHIBIT C 
  

																	
	 SUB LOCATION

	  	NSNO

	  	 MANUFACTURE

	  	 MODEL NO

	  	 SERIAL #

	  	CAPACITY

	  	FUEL

	  	 DATE

	  	 EQUIPMENT TYPE


	 TOOLS DIES FIX.
	  	244	  	MILLER	  	S64	  	 	  	 	  	 	  	 	  	WIRE FEEDER
									
	 TOOLS DIES FIX.
	  	246	  	MILLER	  	S64	  	 	  	 	  	 	  	 	  	WIRE FEEDER
									
	 TOOLS DIES FIX.
	  	136	  	MILLER	  	S22P	  	 	  	 	  	 	  	 	  	WIRE FEEDER
									
	 TOOLS DIES FIXTURE
	  	39	  	LINCOLN	  	G8000	  	9933U193011	  	 	  	 	  	 	  	WELDING POWER SUPPLY
									
	 TOOLS DIES FIXTURE
	  	327	  	MILLER	  	456	  	KH452237	  	 	  	 	  	 	  	WELDING POWER SUPPLY
									
	 TOOLS DIES FIXTURE
	  	330	  	MILLER	  	456	  	KH420435	  	 	  	 	  	 	  	WELDING POWER SUPPLY
									
	 TURNOVER
	  	51032	  	THERN INC	  	4HCLOMS2	  	40960667	  	6500 LB	  	 	  	1996/08	  	CAR PULLER
									
	 TURNOVER
	  	11525	  	HUCK	  	940	  	2337	  	 	  	 	  	1989/08	  	POWERIG

  

 Page 5 of 5 








 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 WELDING EQUIPMENT 
 LOCATED IN RECLAMATION SHOP 
 EXHIBIT
C 
  

							
	 Power Supply

	  	Maint. No.

	  	 Ser. No.

	  	 Location


	 LINCOLN DC650PRO
	  	1	  	U1921000989	  	REC.SHOP
	 LINCOLN DC650PRO
	  	2	  	U1921000988	  	REC.SHOP
	 LINCOLN DC600
	  	3	  	AC591629	  	REC.SHOP
	 LINCOLN DC650PRO
	  	4	  	U1930111703	  	REC.SHOP
	 LINCOLN DC600
	  	7	  	AC660134	  	REC.SHOP
	 LINCOLN DC600
	  	8	  	AC726153	  	REC.SHOP
	 LINCOLN DC600
	  	14	  	AC726139	  	REC.SHOP
	 LINCOLN DC600
	  	15	  	AC726138	  	REC.SHOP
	 LINDE VI450SS
	  	17	  	D85N-49414	  	REC.SHOP
	 LINCOLN DC650PRO
	  	19	  	AC868376	  	REC.SHOP
	 LINCOLN DC600
	  	20	  	AC775042	  	REC.SHOP
	 LINCOLN DC600
	  	24	  	AC823192	  	REC.SHOP
	 LINCOLN DC600
	  	28	  	AC791594	  	REC.SHOP
	 LINCOLN DC650PRO
	  	29	  	U1930111704	  	REC.SHOP
	 LINCOLN DC650PRO
	  	30	  	U1930516986	  	REC.SHOP
	 LINCOLN DC650PRO
	  	33	  	U1930215814	  	REC.SHOP
	 LINCOLN DC600
	  	45	  	AC791656	  	REC.SHOP
	 LINCOLN DC600
	  	46	  	AC591023	  	REC.SHOP
	 LINCOLN R3S800
	  	52	  	AC465968	  	REC.SHOP
	 LINCOLN DC600
	  	56	  	AC483967	  	REC.SHOP
	 LINCOLN DC600
	  	91	  	AC823217	  	REC.SHOP
	 LINCOLN DC650PRO
	  	218	  	U1931203799	  	REC.SHOP
	 LINCOLN DC650PRO
	  	219	  	U1931203800	  	REC.SHOP
	 LINCOLN DC650PRO
	  	220	  	U1931203808	  	REC.SHOP
	 LINCOLN DC650PRO
	  	221	  	U1931203806	  	REC.SHOP
	 LINCOLN DC650PRO
	  	237	  	U1950224229	  	REC.SHOP
	 LINCOLN DC650PRO
	  	238	  	U1950224228	  	REC.SHOP
	 LINCOLN R3S800
	  	239	  	AC464242	  	REC.SHOP
	 MILLER 250AC/DC
	  	259	  	JF907626	  	REC.SHOP
	 LINCOLN DC650PRO
	  	265	  	U1941112971	  	REC.SHOP
	 LINCOLN V300
	  	273	  	ACU1940901993	  	REC.SHOP
	 LINCOLN V300
	  	274	  	U1960109132	  	REC.SHOP
	 LINCOLN V300
	  	275	  	U1960501740	  	REC.SHOP
	 LINCOLN V300
	  	282	  	U19607700751	  	REC.SHOP
	 LINCOLN CV655
	  	313	  	U1961205748	  	REC.SHOP
	 LINCOLN CV655
	  	314	  	U1960910435	  	REC.SHOP
	 MILLER 652
	  	317	  	KH336993	  	REC.SHOP
	 LINCOLN 455
	  	320	  	U1970409268	  	REC.SHOP
	 LINCOLN SA200
	  	321	  	A739423	  	REC.SHOP

  









 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 WELDING EQUIPMENT 
 LOCATED IN RECLAMATION SHOP 
 EXHIBIT
C 
  

							
	 WIRE FEEDER

	  	MAINT. NO.

	  	 SER. NO.

	  	 LOCATION


	 LINCOLN LN9
	  	17	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	4	  	 	  	REC.SHOP
	 LINCOLN LN9GMA
	  	115	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	96	  	 	  	REC.SHOP
	 LINCOLN LN9GMA
	  	109	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	67	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	13	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	65	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	12	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	46	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	225	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	47	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	78	  	 	  	REC.SHOP
	 LINCOLN LN9GMA
	  	124	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	56	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	16	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	75	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	262	  	 	  	REC.SHOP
	 LINDE MIG35
	  	222	  	 	  	REC.SHOP
	 LINCOLN LN9GMA
	  	117	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	52	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	30	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	61	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	63	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	73	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	248	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	251	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	249	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	250	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	22	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	45	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	57	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	87	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	97	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	24	  	 	  	REC.SHOP
	 LINDE MIG35
	  	26	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	231	  	 	  	REC.SHOP
	 LINCOLN LN9
	  	37	  	 	  	REC.SHOP
	 LINCOLN POWERFEED
	  	239	  	 	  	REC.SHOP

  









 EXHIBIT D 
  
 USE OF TRACKS 
  
 1. The Tracks, which are comprised of the “Designated Inbound/Outbound Staging” tracks depicted on Drawing IDD-04-153 attached hereto
(collectively, the “Interchange Tracks”) and the other tracks depicted on Drawing IDD-04-153 attached hereto (collectively, the “Storage Tracks”), shall be used solely for (a) the temporary storage and movement of
coal cars or other rail cars manufactured or repaired at the Premises and (b) the receipt and delivery of rail cars for interchange with Railway. 
  
 Storage of Cars 
  
 2. Tenant will, at its expense, maintain the Storage Tracks and all adjacent track walkways in good condition and repair and free from all debris.

  
 3. Rental for the Storage Tracks has been included in the base
rental set forth in Paragraph 3 of the Lease. 
  
 4. Tenant agrees
to observe all reasonable rules and regulations as may be prescribed by Landlord with reference to the safe and efficient handling and storage of the aforesaid cars and contents on the Storage Tracks, and it is further understood that Landlord shall
have free access to the portion of Storage Tracks for the purpose of maintaining the same. 
  
 5. Tenant hereby assumes all risk incident to the storage of said cars and any contents therein on or about the Storage Tracks, including damage to or destruction of the same by fire, trespass or other cause, unless
otherwise provided in the Lease. Tenant agrees to indemnify, defend and save harmless Landlord and the Landlord Related Entities from and against all Tenant Claims arising out of or relating to the presence of said cars and contents upon or about
the Storage Tracks, unless such Tenant Claims result from the active negligence of Landlord. 
  
 6. Tenant assumes all responsibility for any environmental obligations imposed pursuant to Environmental Laws related to the condition or the contents of its cars while they are present on the Storage Tracks.

  
 Interchange of Cars 
  
 7. Landlord will deliver to Tenant on the Interchange Tracks, all cars loaded
with freight which are forwarded over the lines of Landlord and consigned to Tenant and empty cars required by Tenant for loading in connection with outbound shipments of freight and hereby grants to Tenant the right to transport such cars, loaded
or empty, over said Interchange Tracks with its own motive power, for unloading or loading, as the case may be, and return to Landlord on said Interchange Tracks. 
  
 8. Landlord furthermore agrees to receive from Tenant on the Interchange Tracks, all cars in condition (both as to equipment
and lading) acceptable to Landlord, loaded with freight originating at the Premises or empty cars destined for shipment over the lines of Landlord. It is understood and agreed by Tenant that as to all cars so received from it by Landlord, inspection
shall be made in accordance with the rules of the Association of American Railroads, not only as to cars, but also as to the manner of loading, and that if any such car or lading is not in condition to pass inspection in accordance with said rules
and a 

  









 
transfer of contents is necessary, such transfer shall be made at the expense and risk of Tenant; all such inspections to be made by Landlord. 
  
 9. Tenant will promptly and safely transport over the Interchange Tracks, and
load or unload all such cars as may be delivered to it by Landlord hereunder, and will return the same to Landlord with the least practicable delay and in as good condition as the same were in when received by Tenant, ordinary wear and tear
excepted; such condition to be determined by inspection of Landlord in accordance with the rules of the Association of American Railroads. 
  
 10. Tenant agrees to observe and be bound by the established car, demurrage and other rules pertaining to the handling of freight cars that are now, or
may hereafter be, in effect on the lines of Landlord during the life of the Lease. 
  
 11. Notwithstanding any other provisions of this Lease, Tenant will be responsible for, and will bear all loss incident to, the wreck or derailment of, or other accident or injury to, any rail cars (whether the same
may be a car of Landlord or the car of another railway company or carrier in use by Landlord) as may be delivered to Tenant by Landlord on the Interchange Tracks while such car is in the custody or under the control of Tenant, and will indemnify and
save harmless and the Landlord Related Entities from and against all Tenant Claims, howsoever resulting, and arising in or about or in connection with the operation by Tenant of said cars upon the Interchange Tracks; it being specifically understood
and agreed that the responsibility of Tenant shall attach or obtain from the time of delivery by Landlord to Tenant of any such car, and shall continue without interruption, until such car shall be returned in good order, as aforesaid, to Landlord.

  
 12. It is understood and agreed that cars intended for
delivery to Industry hereunder by Railway to Industry shall be deemed to be so delivered when the cars have been placed on the Interchange Tracks and the engine of Railway is uncoupled from said cars on the Interchange Tracks, and cars intended for
delivery to Railway by Industry shall be deemed to have been so delivered to and received by Railway when cars have been placed on the Interchange Tracks and the engine of Railway is coupled to said cars, on the Interchange Tracks, for immediate
outbound movement. 
  









 EXHIBIT E 
  
 SURPLUS EQUIPMENT 
  
 [see attached] 
  









 EXHIBIT E 
 EQUIPMENT TO BE REMOVED 
  

							
	Item No.

	  	 Manufacture

	  	 Equipment Type

	  	NSNO


	1	  	Lakewood	  	 	  	5495
				
	2	  	Lowry	  	Pipe Bender	  	6589
				
	3	  	Shop	  	Pipe Welding Machine shop	  	 
				
	4	  	Landis	  	Threading Machine	  	8128
				
	5	  	Shop Made	  	 	  	10303
				
	6	  	Peddinghaus	  	CNC Punch	  	11629
				
	7	  	Cincinnatti	  	Radial Drill	  	6131
				
	8	  	L-Tec	  	Burning Bed	  	9231
				
	9	  	Hill Acme	  	Single End Punch	  	4258
				
	10	  	Linden	  	Grind Master	  	11630
				
	11	  	Pacific	  	Brake Press	  	9945
				
	12	  	L-Tec	  	Burner CM 56	  	8825
				
	13	  	Carlton	  	Drill Press	  	10215
				
	14	  	Bliss	  	Press	  	6973
				
	15	  	Cincinnatti	  	Press Brake	  	4252
				
	16	  	Cincinnatti	  	Press Brake	  	11923
				
	17	  	Clearing	  	1200 Ton Press	  	6558
				
	18	  	Unknown	  	2500 Ton Press	  	6694
				
	19	  	Liberty	  	 	  	1683
				
	20	  	Chicago Pneumatic	  	Riveting Machino	  	7649
				
	21	  	Cincinnatti	  	Shear	  	6520
				
	22	  	Cincinnatti	  	Shaper	  	8126
				
	23	  	Liter	  	Burning Bed	  	50597

  









 EXHIBIT F 
  
 PLANNED CAPITAL IMPROVEMENTS 
  

[see attached] 
  









 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 EXHIBIT F 
 CAPITAL IMPROVEMENTS 
  
 1) EXISTING BUILDING IMPROVEMENTS 
 Enclose side of
main Building 
 General Office remodel 
 Welfare facilities improvements 
 Convert transfer car to a Paint booth 
 Improved plant lighting 
 Weld ventilation
improvements 
  
 2) NEW WASH & RINSE BUILDING 
 300 x 24 foot building construction 
 Reclamation pits (2) 
 water treatment 
 Utilities 
  
 3) EXISTING PRODUCTION EQUIPMENT
UPGRADES 
 Large Beatty Punch upgrade 
 Small Beatty Punch upgrades 
 Remote Control 9 Cranes 
  
 4) NEW PRODUCTION EQUIPMENT 
 Rallcar Scale 
 Automatic Car Wash 

Automatic Car Rinse 
  
 5) FACILITIES IMPROVEMENTS 
 Bulk Gas & Air
Distribution improvements 
 Automate the underframe Blast 
 Track additions, improvements and upgrades 
  
 6) PRODUCTION TRACK SET-UP 
 Pits (4) 
  
 7) OTHER 
 Receiving dock
with office 
 Security / Badge readers 







 EXHIBIT G 
  
 PERMITTED HAZARDOUS MATERIALS 
  

[see attached] 
  









 NORFOLK SOUTHERN RAILWAY COMPANY 
 EAST END CAR SHOP 
 PERMITTED HAZARDOUS MATERIAL OR SPECIAL WASTE CONTAINERS

 EXHIBIT G 
  
 1. Pit or tank to hold water prior introducing the water to the Water Reclamation Treatment facilities. 
  
 2. Water Reclamation Treatment tanks. 
  
 3. Tanks to hold used blast material prior to disposal off property.