Exhibit 4(c)
                                SECOND AMENDMENT

                          Dated as of December 17, 1996


         THIS  SECOND  AMENDMENT,  dated as of December  17, 1996 (this  "Second
Amendment"),  amends the Credit  Agreement,  dated as of  November  21,  1994 as
previously  amended by the First  Amendment  dated October 23, 1995 (the "Credit
Agreement"), among WISCONSIN CENTRAL TRANSPORTATION CORPORATION (the "Company"),
BANK OF  AMERICA  NATIONAL  TRUST AND  SAVINGS  ASSOCIATION,  as Agent,  BANK OF
AMERICA ILLINOIS,  as Issuing Bank, and the other financial  institutions  party
thereto.  Capitalized  terms used in this  Second  Amendment  and not  otherwise
defined herein have the meanings ascribed to such terms in the Credit Agreement.

                              W I T N E S S E T H:

         WHEREAS,  the parties  hereto have  entered  into the Credit  Agreement
which  provides for the Banks to make  extensions  of credit to the Company from
time to time; and

         WHEREAS, the parties hereto desire to amend the Credit
Agreement as hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged), the parties hereto agree as follows:

         SECTION 1 AMENDMENTS.  Effective on (and subject to the  occurrence of)
the  Second  Amendment  Effective  Date (as  hereinafter  defined),  the  Credit
Agreement shall be amended as follows:

         1.1      Applicable Fee Percentage.  The table set forth in the
definition of "Applicable Fee Percentage" in Section 1.1 of the
Credit Agreement is amended to read as follows:


                  Applicable Fee    Applicable Fee    Applicable Fee
                  Percentage for    Percentage for    Percentage for
Pricing Level     Commitment Fees   Facility Fees        L/C Fees
---------------------------------------------------------------------
Level I               0.0500%          0.0750%            0.1875%
---------------------------------------------------------------------
Level II              0.0500%          0.0875%            0.2250%
---------------------------------------------------------------------
Level III             0.0575%          0.1250%            0.3000%
---------------------------------------------------------------------
Level IV              0.0900%          0.1750%            0.4500%.



<PAGE>



         1.2      Applicable Margin.  The table set forth in the
definition of "Applicable Margin" in Section 1.1 of the Credit
Agreement is amended to read as follows:


                       Applicable Margin       Applicable Margin
                          for Offshore               for
Pricing Level              Rate Loans            CD Rate Loans
--------------------------------------------------------------------
Level I                    0.2000%                 0.3250%
--------------------------------------------------------------------
Level II                   0.2550%                 0.3800%
--------------------------------------------------------------------
Level III                  0.3000%                 0.4250%
--------------------------------------------------------------------
Level IV                   0.4550%                 0.5800%.



         1.3      Interest Period.  Clause (iii) of the proviso to the
definition of "Interest Period" in Section 1.1 of the Credit
Agreement is amended by deleting "October 31, 1999" and inserting
in its place "October 31, 2000".

         1.4      Investment/Restricted Payment Cap.  The definition of
"Investment/Restricted Payment Cap" in Section 1.1 of the Credit
Agreement is deleted.

         1.5      Majority Banks.  The definition of "Majority Banks" in
Section 1.1 of the Credit Agreement is amended to read as
follows:

                  "Majority Banks" means, at all times, (a) at any time prior to
         the Revolving  Termination  Date Banks then holding at least 51% of the
         Commitments,  or after the Revolving  Termination  Date if no Loans are
         outstanding,  Banks  holding  at least  51% of the  Commitments  on the
         Revolving  Termination  Date, and (b) otherwise,  Banks then holding at
         least 51% of the Loans.

         1.6      Permitted Receivables Securitization.  Section 1.1 of
the Credit Agreement is amended by inserting the following
definition of Permitted Receivables Securitization in proper
alphabetical order:

                  "Permitted   Receivables   Securitization"   means  any  trade
         receivables  securitization provided (i) no Default or Event of Default
         exists at the time of any  disposition or creation of any Lien pursuant
         to any such transaction,  or would result therefrom, (ii) the amount by
         which the outstanding balance of the pool of receivables transferred or
         on which a Lien has been granted exceeds  $70,000,000 at any time would
         be permitted to be incurred as Funded Debt without breaching


                                       -2-

<PAGE>



         Section 8.14 and at any time any such excess  exists the amount of such
         excess is  treated  as Funded  Debt for  purposes  of  calculating  the
         Leverage  Ratio,   and  (iii)  any  excess  servicing  spread  or  cash
         collateral  associated with such trade  receivables  securitization  is
         deducted  from  the  net  worth  of  the  Company  and  the  Restricted
         Subsidiaries  for the purpose of calculating  all financial tests under
         this Agreement.

         1.7      Revolving Termination Date.  Clause (a) of the
definition of "Revolving Termination Date" is amended by deleting
"October 31, 1999" and inserting in its place "October 31, 2000".

         1.8      Accounting Principles.  Subsection 1.3(a) of the Credit
Agreement is amended to read as follows:

                  (a) Unless the context  otherwise  clearly requires and except
         as set forth in the definition of Permitted Receivables Securitization,
         all accounting  terms not expressly  defined herein shall be construed,
         and all financial  computations  required under this Agreement shall be
         made, in accordance with GAAP  consistently  applied;  provided that if
         any  change  in  GAAP  from  that  applied  in the  preparation  of the
         financial  statements  referred to in Section 6.11 is occasioned by the
         promulgation of rules,  regulations,  pronouncements and opinions by or
         required  by  the  Accounting  Principle  Board,  Financial  Accounting
         Standards  Board  or  the  American   Institute  of  Certified   Public
         Accountants,  the  initial  announcement  of  which is made  after  the
         Closing  Date,  and results in a change in the method of  regulation or
         calculation  of the covenants set forth in Section 8.13,  8.14 or 8.15,
         the parties hereto agree to enter into good faith negotiations in order
         to amend such provisions so as to reflect such changes with the desired
         result  that  the  criteria  for  evaluating  the  Company's  financial
         condition  shall be the same after such  changes as if such changes had
         not been  made;  and  provided,  further,  that  until such time as the
         parties hereto agree upon such  amendments,  such financial  covenants,
         standards  and terms shall be construed  and  calculated as though such
         change had not taken place.

         1.9      Revised Commitments.  Schedule 2.1 of the Credit
Agreement is amended to read as set forth in Exhibit A hereto.

         1.10     Interest Periods for Committed Loans.  Section 2.3(d)
of the Credit Agreement is amended to read as follows:

                  (d) After giving effect to any Committed Borrowing,  there may
         not be more than nine different  Interest  Periods in effect in respect
         of all Committed Loans and, if the


                                       -3-

<PAGE>



         Agent  is then  acting  as the  Bid  Agent,  Bid  Loans  together  then
         outstanding.

         1.11     Interest Periods for Bid Loans.  Clause (b) of the
second proviso to Section 2.5 of the Credit Agreement shall be
amended to read as follows:

                  (b) at any time the  Agent is  acting  as the Bid  Agent,  the
         number of  Interest  Periods  for Bid Loans then  outstanding  plus the
         number  of  Interest   Periods  for  Committed   Loans   together  then
         outstanding exceeds nine.

         1.12     Senior Debt Rating.  Article VII of the Credit
Agreement is amended by inserting the following Section 7.10
following Section 7.9 thereof:

           Section 7.10  Maintenance of Senior Debt Rating.  On
         an annual basis and within 45 days after receipt, the
         Company will provide evidence of its current senior debt
         rating by Moody's or S&P as documented by said rating agency
         to the Agent and all Banks; it being agreed that any rating
         of a rating agency for which the Company does not so provide
         such evidence, and for which the Agent and the Banks do not
         otherwise have evidence of a current rating of the Company's
         senior debt, shall not be considered in determining the
         applicable Pricing Level (in which case the Pricing Level
         shall be determined based on the rating of the rating agency
         for which the Company did provide such evidence or for which
         the Agent and the Banks do have such evidence and/or the
         Leverage Ratio, as provided in this Agreement) and that
         there shall be no other consequence of the failure of the
         Company to comply with the requirements of this sentence.
         Further, the Company shall promptly notify the Agent of any
         change in or withdrawal of the Company's senior debt rating
         by Moody's or S&P when the Company becomes aware of any such
         change or withdrawal.

         1.13  Liens on Acquired Property.  Subsection 8.1(j) of the
Credit Agreement is amended to read as follows:

                  (j) security interests on any property acquired or held by the
         Company  or  any  Restricted  Subsidiary  in  the  ordinary  course  of
         business,  securing Indebtedness incurred or assumed for the purpose of
         financing  all or any  part of the  cost of  acquiring  such  property;
         provided that (i) any such Lien attaches to such property  concurrently
         with or within 180 days after the acquisition  thereof,  (ii) such Lien
         attaches  solely to the property so acquired in such  transaction,  and
         (iii) the principal  amount of the debt secured thereby does not exceed
         100% of the cost of such property;


                                       -4-

<PAGE>




         1.14 Liens on Receivables. Subsection 8.1(v) of the Credit Agreement is
amended by deleting  "and" at the end thereof.  Subsection  8.1(w) of the Credit
Agreement is deleted and the following  subsection  8.1(w) and subsection 8.1(y)
are inserted in its place:

                           (w)      Liens on trade receivables that are the
                  subject of a Permitted Receivables Securitization
                  incurred in connection with such Permitted Receivables
                  Securitization; and

                           (y)      other Liens securing obligations not in
                  excess of $1,000,000 in principal amount at any one
                  time outstanding in the aggregate.

         1.15 Disposition of Assets.  Subsection  8.2(d) of the Credit Agreement
is amended by deleting "and" at the end thereof. Subsection 8.2(e) of the Credit
Agreement is deleted and the following  subsection  8.2(e) and subsection 8.2(f)
are inserted in its place:

                  (e)  dispositions of trade receivables pursuant to
         Permitted Receivables Securitizations; and

                  (f)  dispositions of real and personal  property not otherwise
         permitted hereunder (other than any trade receivables securitization or
         other  dispositions of trade  receivables,  the permissibility of which
         shall be considered  under  subsection  8.2(e)) which are made for fair
         market  value;  provided  that  (i) at the time of any  disposition,  a
         Default  or an Event of  Default  shall not  exist or result  from such
         disposition, (ii) the aggregate sales price from such disposition shall
         be paid in cash,  and  (iii) the  aggregate  book  value of all  assets
         disposed of by the Company and its Restricted  Subsidiaries pursuant to
         such  dispositions  since the  Closing  Date may not  exceed 30% of Net
         Tangible Assets owned by the Company and its Restricted Subsidiaries as
         of the end of the most  recently  ended fiscal  quarter;  and provided,
         further that to the extent the net proceeds  from any such  disposition
         are reinvested  within 180 days of the disposition  giving rise thereto
         in similar  assets of equivalent  value  acquired by the Company or any
         Restricted Subsidiary the value of such disposed of assets shall not be
         included in the calculation contained in clause (iii) next above.

         1.16  Limitation  on  Indebtedness.  Subsection  8.5(c)  of the  Credit
Agreement is amended by deleting  "the  Insurance  Company  Debt" and  inserting
"[Reserved]" in its place.  Subsection 8.5(d) of the Credit Agreement is amended
by deleting "$20,000,000" and inserting "$25,000,000" in its place.



                                       -5-

<PAGE>





         1.17     Certain Investments.  Subsection 8.4(d) of the Credit
Agreement is amended to read as follows:

                  (d) investments  incurred in order to consummate  Acquisitions
         otherwise  permitted  herein,  provided that (i) such  Acquisitions are
         undertaken in accordance  with all applicable  Requirements of Law; and
         (ii) the prior,  effective  consent or approval to such  Acquisition of
         the board of directors or equivalent  governing body of the acquiree is
         obtained; and provided,  further that the permissibility of investments
         to  consummate  Acquisitions  of  Unrestricted  Subsidiaries  shall  be
         considered under subsection 8.4(f).

         1.18     Certain Other Investments.  Subsection 8.4(f) and
subsection 8.4(g) of the Credit Agreement and the proviso
appearing after subsection 8.4(g) are deleted and the following
subsection 8.4(f) and proviso are inserted in their place:

                  (f) investments in or loans to Unrestricted  Subsidiaries  and
         investments in other Persons not  specifically  permitted by subsection
         8.4(a) through  subsection 8.4(e) above or subsection 8.4(g) below with
         an aggregate  Outstanding  Amount at any time not  exceeding 50% of the
         consolidated  net worth of the Company and its Restricted  Subsidiaries
         at the end of the most recently completed fiscal quarter of the Company
         (exclusive of any net worth of Unrestricted Subsidiaries). "Outstanding
         Amount" for purposes of this subsection  8.4(f) means,  with respect to
         any investment or loan, the amount of such  investment or loan (or with
         respect to any  Commitment to make an investment or loan, the amount of
         such  Commitment)  as reduced by (x) cash  repayments of principal (and
         the  reduction of unused  commitments),  in the case of loans,  and (y)
         cash dividends or other returns of capital or divestures  paid in cash,
         in each case net of all taxes  payable  thereon (and the  reductions of
         any unused commitments to make investments);

         provided that no investment or loan  permitted  pursuant to subsections
         8.4(d), (e) and (f) may be made if before or after giving effect to any
         such investment or loan a Default or Event of Default shall exist; and

         1.19 Conforming  Changes to Investment  Covenant.  Subsection 8.4(e) of
the Credit Agreement is amended by deleting the reference to "subsection 8.4(g)"
and inserting in its place "subsection  8.4(f)". In addition,  subsection 8.4(h)
of the Credit  Agreement is amended by deleting  "(h)" at the beginning  thereof
and inserting "(g)" in its place.


                                       -6-

<PAGE>




         1.20  Contingent Obligations.  Subsection 8.9(e) of the
Credit Agreement is amended to read as follows:

                  (e) additional Contingent  Obligations not otherwise permitted
         hereunder;  provided  that,  at the  time of  creation,  incurrence  or
         assumption of such Contingent Obligation, the amount of such Contingent
         Obligation (determined in a manner consistent with the last sentence of
         the definition thereof) of the Company or the Restricted  Subsidiary in
         question  would be  permitted  to be  treated,  without a Default or an
         Event of Default  occurring or continuing to exist as a result thereof,
         as  Funded  Debt  permitted  to be  incurred  by  the  Company  without
         breaching  Section 8.14,  and  thereafter  such amount,  so long as the
         related Contingent  Obligation exists,  shall be treated as Funded Debt
         for the  purpose of  calculating  the  Leverage  Ratio;  and  provided,
         further,  Contingent  Obligations of Restricted  Subsidiaries permitted
         pursuant to this subsection 8.9(e) shall (x) only support  Indebtedness
         of the Company or its Subsidiaries,  (y) not, in the case of Contingent
         Obligations supporting  Indebtedness of the Company, at any time exceed
         $100,000,000 in the aggregate for all such  Contingent  Obligations and
         (z) not, in the case of Contingent Obligations supporting  Indebtedness
         of the Subsidiaries of the Company,  at any time exceed  $20,000,000 in
         the  aggregate  for all  such  Contingent  Obligations  (in the case of
         clauses (x) and (y),  determined in a manner  consistent  with the last
         sentence of the definition of Contingent Obligation).

         1.21     Restricted Payments.  Paragraph (iii) of subsection
8.10(b) of the Credit Agreement is amended to read as follows:

         (iii) declare or pay cash dividends to its  stockholders  and purchase,
         redeem or otherwise  acquire  shares of its capital  stock or warrants,
         rights or options to acquire any such shares for cash,  provided,  that
         (A) immediately after giving effect to such proposed action, no Default
         or Event of Default would exist,  (B) Net Income for the fiscal quarter
         prior to the fiscal  quarter in which such  payment is made was greater
         than zero, and (C) the aggregate of all payments with respect to any of
         the foregoing since the First Amendment Effective Date would not exceed
         50% of Net Income for the period  beginning  January 1, 1995 and ending
         on the last day of the fiscal  quarter  prior to the fiscal  quarter in
         which such payment is made.

         1.22  Sault Ste. Marie Bridge Company.  The status of Sault
Ste. Marie Bridge Company ("Sault Ste. Marie") is changed from an
Unrestricted Subsidiary to a Restricted Subsidiary and


                                       -7-

<PAGE>



Schedule 6.16 to the Credit Agreement is amended to reflect such change.

SECTION 2  ADDITION OF BANK; ASSIGNMENTS.

         2.1 New  Bank.  The Chase  Manhattan  Bank  (the  "New  Bank")  hereby:
confirms  that it has  received a copy of the  Credit  Agreement,  the  exhibits
thereto  and the First  Amendment  thereto;  and  acknowledges  and agrees  that
neither the Agent nor the Issuing Bank has made any  representation  or warranty
about the  creditworthiness  of the  Company or any other  party to the  Amended
Credit  Agreement (as defined  below) or any other Loan Document or with respect
to the legality,  validity,  sufficiency or enforceability of the Amended Credit
Agreement or any other Loan Document or the value of any security therefor. Upon
the effectiveness of this Second Amendment, the New Bank shall be a party to the
Amended  Credit  Agreement and have all the rights and  obligations  of a "Bank"
thereunder and agrees to be bound by the terms and conditions thereof.

         2.2      Assignments of Committed Loans on Second Amendment
Effective Date.  By its execution of this Agreement each of the
Banks agrees, and the Company and the Agent acknowledge, that:

                  (a) effective as of the Second Amendment  Effective Date, each
         of The Northern Trust Company, Firstar Bank Milwaukee,  N.A. and Harris
         Trust and Savings Bank (each, an "Assignor  Bank") hereby (i) sells and
         assigns to The First National Bank of Boston, The Bank of New York, The
         Bank of Nova Scotia and The Chase  Manhattan  Bank (each,  an "Assignee
         Bank"), without recourse or warranty (except as set forth in clause (d)
         of this Section 2.2), (A) the principal  amount of such Assignor Bank's
         outstanding  Committed  Loans  necessary so that after giving effect to
         such  assignments  the retained  portion of each Committed Loan of such
         Assignor Bank is  outstanding  in accordance  with such Bank's Pro Rata
         Share  (determined  giving effect to this Second Amendment) and (B) the
         percentage of such Assignor  Bank's  participations  in all outstanding
         Letters  of  Credit  necessary  so that  after  giving  effect  to such
         assignments  each  participation  of such  Assignor  Bank in each  such
         Letter of Credit are  outstanding  in  accordance  with such Bank's Pro
         Rata  Share  (determined   giving  effect  to  this  Second  Amendment)
         (provided,  that each Assignor Bank retains the right to receive unpaid
         interest accrued on the Committed Loans and to but excluding the Second
         Amendment  Effective Date and L/C Fees attributable to the period prior
         to the Second Amendment  Effective Date) (such principal amount of such
         Committed Loans together with such percentages of such  participations,
         is herein called the "Assigned Interest");



                                       -8-

<PAGE>



                  (b) effective as of the Second Amendment  Effective Date, each
         Assignee Bank hereby  purchases the Assigned  Interests and assumes the
         obligations with respect to the participations in the Letters of Credit
         included  therein  in an amount  so that  after  giving  effect to such
         assignments and assumptions each Assignee Bank owns Committed Loans for
         each  Committed  Borrowing and  participations  in Letters of Credit in
         accordance with such Bank's Pro Rata Share (determined giving effect to
         this Second Amendment);

                  (c) each  Assignee Bank will pay to the Agent (for the account
         of the Assignor  Banks),  not later than 2 P.M.,  Chicago  time, on the
         Second  Amendment  Effective  Date,  an amount  equal to the  principal
         amount of the  Committed  Loans being  purchased by such  Assignee Bank
         pursuant  to  Section  2.2(a)  and after the  receipt of such funds the
         Agent shall pay to each  Assignor Bank an amount equal to the principal
         amount of the Committed Loans being sold by such Assignor Bank pursuant
         to Section 2.2(b);

                  (d) as of the Second Amendment Effective Date, prior to giving
         effect to any sale, assignment and delegation under this Section 2.2 as
         of such date,  each Assignor Bank  represents  and warrants,  as to the
         assignment  effected  by such  Assignor  Bank,  that  as of the  Second
         Amendment Effective Date such Assignor Bank is the legal and beneficial
         owner of the Assigned Interests being assigned by it hereunder, that it
         has the right and power to assign such Assigned Interests and that such
         Assigned  Interests  are  free  and  clear  of  any  adverse  claim  or
         encumbrance created or permitted by such Assignor Bank;

                  (e) from and after the Second  Amendment  Effective  Date, the
         Agent shall make all  payments  under this  Agreement in respect of the
         Assigned Interest,  other than retained rights to interest payments and
         fees as set forth in clause (a) above, to the Assignee Banks; and

                  (f) the Interest  Period and interest  rate for each  Offshore
         Rate a portion of which is assigned  pursuant to this Section 2.2 shall
         be unaffected by such  assignment  and no Bank shall be entitled to any
         claim under Section 4.4(d) of the Credit  Agreement as a result of such
         assignment.

         2.3  Payment  of Fees.  On the Second  Amendment  Effective  Date,  the
Company  shall pay to the Agent for the account of each Bank (other than the New
Bank):

                  (a)      the Commitment Fee accrued up to the Second
Amendment Effective Date calculated as provided in the Credit
Agreement except that for the purposes of such payment, the


                                       -9-

<PAGE>



Commitment  Fee shall be based  upon the  average  daily  unused  portion of the
combined  Commitments for the period  commencing on the first day of the current
calendar quarter to but excluding the Second Amendment  Effective Date (it being
agreed  that the  payment of the  Commitment  Fee due at the end of the  current
calendar quarter shall be the Commitment Fee accrued during,  and shall be based
upon the average  daily  unused  portion of the  combined  Commitments  for, the
period commencing on the Second Amendment  Effective Date through the end of the
current calendar quarter); and

                  (b)  the  Facility  Fee  accrued  up to the  Second  Amendment
Effective  Date (it being agreed that the payment of the Facility Fee due at the
end of the current calendar quarter shall be the Facility Fee accrued during the
period commencing on the Second Amendment  Effective Date through the end of the
current calendar quarter).

         SECTION 3  REPRESENTATIONS AND WARRANTIES.  The Company
represents and warrants to the Banks as follows:

         3.1 Credit Agreement  Warranties.  Each  representation and warranty of
the Company set forth in Article VI of the Credit Agreement,  as amended by this
Second Amendment (as so amended,  the "Amended Credit  Agreement"),  is true and
correct as of the date of the execution and delivery of this Second Amendment by
the Company, with the same effect as if made on such date.

         3.2 Authorization;  No Conflict.  The (a) execution and delivery by (i)
the Company of this Second Amendment,  (ii) Sault Ste. Marie of the Guaranty and
(iii) each  Restricted  Subsidiary of the Consent of Guarantors (as  hereinafter
defined),  and (b) performance by (i) the Company of its  obligations  under the
Amended Credit Agreement,  and (ii) each Restricted  Subsidiary of the Guaranty,
are within the corporate  powers of the Company and each Restricted  Subsidiary,
as applicable,  have been duly authorized by all necessary  corporate  action on
the part of the  Company  and each  Restricted  Subsidiary,  have  received  all
necessary  governmental  approval,  and do not  and  will  not (x)  violate  any
provision  of law or of any order,  decree or  judgment  which is binding on the
Company or any Restricted Subsidiary, (y) contravene or conflict with, or result
in a breach of, any  provision of the  Organization  Documents of the Company or
any Restricted  Subsidiary or of any agreement,  indenture,  instrument or other
document  which is binding on the Company or any  Restricted  Subsidiary  or (z)
result in, or require, the creation or imposition of any Lien on any property of
the Company or any Restricted Subsidiary.

         3.3  Validity and Binding Nature.  Upon the execution and
delivery hereof by all of the parties hereto, each of this Second


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<PAGE>



Amendment and the Amended Credit Agreement will be the legal,  valid and binding
obligation of the Company,  enforceable  against the Company in accordance  with
its terms.

         3.4 Guaranty.  After the  effectiveness of this Second  Amendment,  the
Guaranty  will  continue  in full force and effect and will  continue  to be the
legal, valid and binding obligation of each Restricted  Subsidiary,  enforceable
against each Restricted Subsidiary in accordance with its terms.

         SECTION 4 SECOND AMENDMENT  EFFECTIVE DATE. The amendments set forth in
Section 1 hereof  shall  become  effective,  as of the day and year first  above
written,  on such date (the "Second  Amendment  Effective Date") when all of the
following conditions precedent have been satisfied:

         4.1 Documents. The Agent shall have received all of the following, each
in form and substance satisfactory to the Agent and the Banks:

         (a)  counterparts of this Second Amendment executed by all
         of the parties hereto;

         (b)  counterparts of the Guaranty executed by Sault Ste.
         Marie;

         (c) the consent  substantially in the form of Exhibit B attached hereto
         (the "Consent of Guarantors") executed by each Restricted Subsidiary;

         (d) certified  copies of  resolutions  of the Board of Directors of the
         Company  authorizing  or ratifying  the  execution and delivery of this
         Second  Amendment and the performance by the Company of its obligations
         under the Amended Credit Agreement;

         (e) a  certificate  of the  Secretary or an Assistant  Secretary of the
         Company  certifying the names of the officer or officers  authorized to
         sign  this  Second  Amendment,  together  with a  sample  of  the  true
         signature of each such officer;

         (f) certified  copies of  resolutions of the Board of Directors of each
         Restricted  Subsidiary  authorizing  or  ratifying  the  execution  and
         delivery of the Consent of Guarantors  (and the Guaranty in the case of
         Sault Ste. Marie) and the performance of each Restricted  Subsidiary of
         its obligations under the Guaranty;

         (g)  a certificate of the Secretary or Assistant Secretary
         of each Restricted Subsidiary certifying the names of the


                                      -11-

<PAGE>



         officer or officers of such Restricted Subsidiary authorized
         to sign the Consent of Guarantors (and the Guaranty in the
         case of Sault Ste. Marie);

         (h)  the opinion of counsel for the Company and Restricted
         Subsidiaries in substantially the form of Exhibit C attached
         hereto;

         (i)  a certificate of the Company as to the satisfaction of
         the conditions set forth in Sections 4.2 and 4.3 of this
         Second Amendment;

         (j)      evidence of the Company's current S&P rating as
         published by S&P in their August 1996 Global Sector Review;
         and

         (k) such  other  documents  as the  Agent  or any  Bank may  reasonably
         request in connection with the Company's  authorization,  execution and
         delivery of this Second Amendment.

         4.2  No Default.  No Event of Default or Default shall
exist.

         4.3 Representations and Warranties.  The representations and warranties
set forth in Section 3 of this  Second  Amendment  are true and  correct on such
date with the same effect as if made on such date.

         SECTION 5  MISCELLANEOUS.

         5.1  Continuing  Effectiveness,  etc. The Credit  Agreement,  as hereby
amended,  and each other Loan Document shall remain in full force and effect and
is hereby  ratified and  confirmed in all respects.  After the Second  Amendment
Effective Date, all references in the Credit Agreement to "this Agreement",  and
all  references in any Loan Document to "Credit  Agreement",  shall refer to the
Amended Credit Agreement unless the context otherwise requires.

         5.2  Counterparts.  This Second Amendment may be executed in any number
of counterparts and by different parties on separate counterparts, and each such
counterpart  shall be deemed to be an original but all such  counterparts  shall
together constitute one and the same Second Amendment.

         5.3  Governing Law.  This Second Amendment shall be a
contract made under and governed by the internal laws of the
State of Illinois without regard to principles of conflicts of
law.



                                      -12-

<PAGE>



         5.4 Successors and Assigns. This Second Amendment shall be binding upon
the parties hereto and their respective  successors and assigns, and shall inure
to the benefit of the parties hereto and the  respective  successors and assigns
of the Banks and the Agent.

         5.5  Loan Document.  This Second Amendment is a Loan
Document.


                      [signature pages immediately follow]



                                      -13-

<PAGE>



         Delivered  at  Chicago,  Illinois,  as of the day and year first  above
written.

                                        WISCONSIN CENTRAL TRANSPORTATION
                                        CORPORATION



                                        By:/s/  Thomas F. Power, Jr.
                                        Name: Thomas F. Power, Jr.
                                        Title: Executive V.P. - C.F.O.



                                        BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION, as
                                        Agent



                                        By:/s/ Bridget Garavalia
                                        Name:  Bridget Garavalia
                                        Title: Managing Director




                                        BANK OF AMERICA ILLINOIS, as
                                        Issuing Bank



                                        By:/s/ Bridget Garavalia
                                        Name:  Bridget Garavalia
                                        Title: Managing Director



                                        BANK OF AMERICA NATIONAL TRUST
                                        AND SAVINGS ASSOCIATION, as a
                                        Bank providing Bid Loans



                                        By:/s/ Bridget Garavalia
                                        Name:  Bridget Garavalia
                                        Title: Managing Director








<PAGE>




                                        BANK OF AMERICA ILLINOIS, as a
                                        Bank



                                        By:/s/ Bridget Garavalia
                                        Name:  Bridget Garavalia
                                        Title: Managing Director




                                        THE FIRST NATIONAL BANK OF
                                        BOSTON



                                        By:/s/ Linda W. McSweeney
                                        Name: Linda W. McSweeney
                                        Title: Vice President




                                        THE BANK OF NEW YORK



                                        By:/s/ John M. Lokay, Jr.
                                        Name:  John M. Lokay, Jr.
                                        Title: Vice President



                                        FIRSTAR BANK MILWAUKEE, N.A.



                                        By:/s/ R. Bruce Anthony
                                        Name: R. Bruce Anthony
                                        Title:Commercial Banking Officer



                                        THE NORTHERN TRUST COMPANY



                                        By:/s/ Brian D. Beitz
                                        Name:  Brian D. Beitz
                                        Title:  Vice President




<PAGE>





                                        HARRIS TRUST AND SAVINGS BANK



                                        By:/s/ Frank F. Pagura, Jr.
                                        Name: Frank F. Pagura, Jr.
                                        Title:  Vice President



                                        THE BANK OF NOVA SCOTIA



                                        By:/s/ F.C.H. Ashby
                                        Name: F.C.H. Ashby
                                        Title:Senior Manager Loan Operations




                                        THE CHASE MANHATTAN BANK



                                        By:/s/ Timothy J. Storns
                                        Name: Timothy J. Storns
                                        Title: Credit Executive







<PAGE>


                                                  Exhibit A to Second Amendment


                                                                   SCHEDULE 2.1



                                   COMMITMENTS
                               AND PRO RATA SHARES



                                                    Pro Rata
            Bank                  Commitment          Share
            ----                  ----------          -----

Bank of America Illinois         $ 81,250,000      25.0000000%

The First National Bank            50,000,000      15.3846154
of Boston

The Bank of New York               50,000,000      15.3846154

The Northern Trust Company         40,000,000      12.3076923

Firstar Bank Milwaukee, N.A.       25,000,000       7.6923077

Harris Trust and Savings Bank      40,000,000      12.3076923

The Bank of Nova Scotia            25,000,000       7.6923077

The Chase Manhattan Bank           13,750,000       4.2307692



                    TOTAL        $325,000,000             100%







<PAGE>



                                                  Exhibit B to Second Amendment


                              CONSENT OF GUARANTORS

         Each of the undersigned has issued a Guaranty, dated as of November 21,
1994 (the  "Guaranty"),  in favor of Bank of America  National Trust and Savings
Association  (individually and as Agent), Bank of America Illinois (individually
and as  Issuing  Bank)  and the other  Banks  which are  parties  to the  Credit
Agreement,  dated as of  November  21,  1994  (the  "Credit  Agreement"),  among
Wisconsin Central Transportation Corporation, Bank of America National Trust and
Savings  Association,  as Agent, Bank of America Illinois,  as Issuing Bank, and
the Banks party thereto.  Each of the  undersigned  hereby consents to Wisconsin
Central  Transportation  Corporation's  execution  and  delivery  of the  Second
Amendment to the Credit  Agreement  dated as of December  17, 1996.  Each of the
undersigned hereby confirms that the Guaranty continues in full force and effect
as a guaranty of the  Liabilities  (as  defined in the  Guaranty)  after  giving
effect to such amendment.

         This  Consent  may be  executed  in any number of  counterparts  and by
different parties on separate counterparts.

         IN WITNESS WHEREOF,  each of the undersigned has caused this Consent to
be executed and delivered as of December 17, 1996.


                                                WISCONSIN CENTRAL LTD.


                                                By:
                                                Name:
                                                Title:


                                                FOX VALLEY & WESTERN LTD.


                                                By:
                                                Name:
                                                Title:


                                                WCL RAILCARS, INC.


                                                By:
                                                Name:
                                                Title:


                                       -1-

<PAGE>




                                                SAULT STE. MARIE BRIDGE COMPANY


                                                By:
                                                Name:
                                                Title:



                                       -2-

<PAGE>



                                                  Exhibit C to Second Amendment



                                December 17, 1996



To:      Bank of America National
         Trust and Savings
         Association, as Agent,
         Bank of America Illinois,
         as Issuing Bank,
         and Bank of America
         National Trust and Savings
         Association, Bank of
         America Illinois, The First
         National Bank of Boston,
         The Bank of New York,
         Firstar Bank Milwaukee, N.A.,
         The Northern Trust Company,
         Harris Trust and
         Savings Bank, The Bank of
         Nova Scotia, and The Chase
         Manhattan Bank as Banks party
         to the Credit Agreement
         hereinafter referred to

Re:      Credit  Agreement,  dated as of November  21,  1994,  as amended by the
         First Amendment dated October 23, 1995 (the "Credit Agreement"),  among
         Wisconsin Central Transportation Corporation,  Bank of America National
         Trust and Savings Association,  as Agent, Bank of America Illinois,  as
         Issuing Bank, and the other financial institutions party thereto

Ladies and Gentlemen:

         We  have  acted  as  counsel  to   Wisconsin   Central   Transportation
Corporation,   a  Delaware  corporation  (the  "Company"),  and  its  Restricted
Subsidiaries in connection with the  negotiation,  execution and delivery of the
Second   Amendment,   dated  the  date   hereof   (the   "Amendment"),   to  the
above-captioned Credit Agreement. Capitalized terms used in this opinion and not
otherwise defined herein shall have the respective  meanings  specified therefor
in the Credit  Agreement.  We are  providing  this opinion to the Agent and each
Bank at the request of our client and in accordance  with Section  4.1(h) of the
Amendment.

         We advise you that a partner of the firm is an officer and  director of
the Company and the Restricted Subsidiaries,  a shareholder of the Company and a
trustee of a trust that is also a shareholder of the Company.



<PAGE>



         In  connection  with this opinion  letter,  we have  examined  executed
counterparts of the Amendment,  the Guaranty executed by Sault Ste. Marie Bridge
Company (the "SSM  Guaranty") and the Consent of Guarantors  (the "Consent") and
such other documents,  records and other matters as we have considered necessary
in connection with the expression of the opinions hereinafter set forth. We have
assumed:  (a) the genuineness of the signatures on all documents and instruments
(except for the  signatures of the officer of the Company on the  Amendment,  of
each of the  Restricted  Subsidiaries  on the  Consent  and of Sault Ste.  Marie
Bridge  Company on the SSM  Guaranty);  and (b) that the  Amendment,  the Credit
Agreement as amended by the Amendment (the "Amended  Credit  Agreement") and the
Consent  constitute  the legal,  valid and binding  obligation of the respective
parties thereto, if any, other than the Company and the Restricted Subsidiaries.

         Based upon the foregoing, we are of the opinion that:

     1. Each of the Company and each of its  Subsidiaries  (other than WC Canada
Holdings,  Inc.  and  Algoma  Central  Railway  Inc.  as to which we  express no
opinion):
                 (a) is a corporation  duly organized,  validly  existing and in
good standing under the laws of the  jurisdiction  of its  incorporation  as set
forth in Schedule I hereto;

                 (b) has the power and authority and all governmental  licenses,
authorizations, consents and approvals to own its assets, carry on its business,
execute and deliver the  Amendment  and the Consent and perform its  obligations
under the Amended Credit Agreement and the Guaranty; and

     (c) is duly qualified as a foreign  corporation and is licensed and in good
standing  under the laws of the  jurisdictions  set forth on  Schedule I hereto.
Wisconsin  Central Ltd. and Fox Valley & Western Ltd.  have not  qualified to do
business in Wisconsin since Wisconsin only requires an out-of-state  railroad to
qualify to do business in that state if such railroad first transacted  business
in the State of Wisconsin after January 1, 1994.  Wisconsin Central Ltd. and Fox
Valley & Western Ltd.  each began  transacting  business in  Wisconsin  prior to
January 1, 1994, so the failure to qualify to do business in Wisconsin  does not
affect either railroad's ability to operate its railroad in Wisconsin.

     2. The  execution  and  delivery  by the Company of the  Amendment  and the
performance  by the Company of the Amended Credit  Agreement,  the execution and
delivery  by  Sault  Ste.  Marie  Bridge  Company  of the SSM  Guaranty  and the
execution  and  delivery by each  Restricted  Subsidiary  of the Consent and the
performance  by each  Restricted  Subsidiary  of the  Guaranty,  have  been duly
authorized  by all  necessary  corporate  action,  and do not and will not:  (a)
contravene  the  terms  of any of  such  Person's  Organization  Documents;  (b)
conflict  with or result in any breach or  contravention  of, or the creation of
any Lien under, (i) any document evidencing any Contractual  Obligation to which
such Person is a party and of which we have knowledge after due inquiry, or (ii)
any order,  injunction,  writ or decree of any  Governmental  Authority to which
such Person or its property is subject; or (c) violate any Requirement of Law.

                                       -2-

<PAGE>




         3. No approval, consent, exemption,  authorization, or other action by,
or notice  to, or filing  with,  any  Governmental  Authority  is  necessary  or
required  in  connection  with the  execution,  delivery or  performance  by, or
enforcement  against,  the Company or any of its Restricted  Subsidiaries of the
Amendment,  the Amended Credit Agreement, the Consent, the Guaranty or any other
Loan Document.

         4. Each of the Amendment and the Amended  Credit  Agreement and each of
the Consent and the Guaranty constitutes the legal, valid and binding obligation
of the  Company  and  its  Restricted  Subsidiaries,  respectively,  enforceable
against  such  Person  in  accordance  with  its  respective  terms,  except  as
enforceability may be limited by applicable bankruptcy,  insolvency,  or similar
laws affecting the  enforcement  of creditors'  rights  generally,  by equitable
principles   including,    without   limitation,    concepts   of   materiality,
reasonableness,   good   faith  and  fair   dealing   (regardless   of   whether
enforceability  is considered in a proceeding in equity or at law),  and, in the
case of the Guaranty, by laws regarding fraudulent transfers and obligations.

         5.  To the  best  of  our  knowledge,  there  are  no  actions,  suits,
proceedings,  claims or disputes  pending at law, in equity,  in  arbitration or
before any Governmental Authority, against the Company, or any of its Restricted
Subsidiaries or any of their  respective  properties  which purport to adversely
affect  the  legality,   validity,  binding  effect  or  enforceability  of  the
Amendment,  the Amended Credit  Agreement,  the Consent or the Guaranty.  To the
best of our knowledge,  no injunction,  writ, temporary restraining order or any
order of any nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the  execution,  delivery or performance of the
Amendment,  the  Amended  Credit  Agreement,  the  Consent or the  Guaranty,  or
directing  that the  transactions  provided  for therein not be  consummated  as
therein provided.

         6. None of the Company,  any Person  controlling  the  Company,  or any
Subsidiary,  is an  "Investment  Company"  within the meaning of the  Investment
Company Act of 1940.  The Company is not subject to regulation  under the Public
Utility  Holding  Company Act of 1935,  the Federal  Power Act, any state public
utilities code, or any other Federal or state statute or regulation limiting its
ability to incur Indebtedness.

         7. As of the date hereof,  the Company has no  Subsidiaries  other than
those  specifically  disclosed  in  part  (a) of  Schedule  6.16  to the  Credit
Agreement and Algoma Central Railway Inc., an Unrestricted Subsidiary.

         We express no opinion as to the enforceability of (i) any provision for
the  payment of interest on interest or (ii) any waiver of the right to trial by
jury.

         The  opinions  set forth in this letter are limited to the Federal laws
of the United States of America, the laws of the State of Illinois, the Michigan
Business  Corporation  Act and the  General  Corporation  Laws of the  State  of
Delaware.

         This  opinion  letter is being  furnished to you and may be relied upon
only by you and any permitted  assignee or  transferee  in  connection  with the
Amended Credit

                                       -3-

<PAGE>



Agreement and the transactions  described therein. The opinions expressed herein
are limited in all respects to the law existing on the date hereof.

                                                Very truly yours,


                                                McLACHLAN, RISSMAN & DOLL


                                                By




                                       -4-

<PAGE>




                                   SCHEDULE I
                                  TO OPINION OF
                            McLACHLAN, RISSMAN & DOLL



                                     Jurisdiction of                Foreign
Name of Corporation                   Organization               Qualifications
-------------------                   ------------               --------------


Wisconsin Central                       Delaware                    Illinois
  Transportation Corporation

Wisconsin Central Ltd.                  Illinois                    Minnesota
                                                                    Michigan

Fox Valley & Western Ltd.               Illinois                      None

WCL Railcars, Inc.                      Illinois                      None

Wisconsin Central                       Delaware                      None
  International, Inc.

Sault Ste. Marie                        Michigan                      None
  Bridge Company



                                       -5-