This agreement entered into by and between R. Frank Unger, Trustee of Sagamore National Corporation,
Indiana HiRail Corporation ("IHR") (hereinafter referred to as "Trustee") and the undersigned (hereinafter
referred to as "Buyer").
1. On December 9, 1995, IHR filed its voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code ("Bankruptcy Code") commencing case no. IP94-8502-RLB-11 (the "Chapter 11 Case") in
the United States Bankruptcy court for the Southern District of Indiana (the "Court"). This cause was
substantively consolidated with the bankruptcy petition of Sagamore National Corporation ("Sagamore") on
December 19, 1994.
2. On January 6, 1995, the United States Trustee appointed R. Franklin Unger as the Trustee of IHR and
Sagamore pursuant to Section 1163 of the Bankruptcy Code.
3. The Trustee desires to sell and Buyer desires to purchase all of the property rights and operating authority
including all rail, ties, fastenings, bolts, metallics, and ballast, and the underlying real estate or rights of way, that
constitutes approximately 40.4 route miles of tracks of IHR between Browns, Illinois to Evansville, Indiana.
ASSETS PURCHASED AND SOLD
1.01 The assets to be sold are the Real Estate, Rights-of-way, and Improvements that constitute approximately
40.4 route miles of track, ties and other track material (OTM), located between Browns, Illinois and Evansville,
Indiana, including the Harwood Yard North, all Trackage Rights, Operating Authorities, and all Leases, Licenses,
Commercial Contracts and Operating Agreements as more particularly described in Exhibits "A" and
"B" (collectively referred to as the "Sale Assets").
1.02 Notwithstanding the provisions of Section 1.01, the Trustee shall not sell, convey, or transfer to Buyer and
Buyer shall not purchase or acquire from the Trustee any of Trustee's rights or interest to any other property not
described above, including any interest in the real estate or the right-of-