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Term Loan Agreement

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TERM LOAN AGREEMENT

Between

THE ANDERSONS RAIL OPERATING I LLC,

as Borrower,

THE LENDERS NAMED HEREIN,

and

SIEMENS FINANCIAL SERVICES, INC.,

as Agent and Lender

Dated as of

December 29, 2005 W I T N E S S E T H: 1 ARTICLE I. DEFINITIONS 1 ARTICLE II. AMOUNT AND TERMS OF THE LOANS 12 ARTICLE III. CONDITIONS OF LENDING 16 ARTICLE IV. REPRESENTATIONS AND WARRANTIES 28 ARTICLE V. COVENANTS OF THE BORROWER 25 ARTICLE VI. EVENTS OF DEFAULT 32 ARTICLE VII. AGENCY 34 ARTICLE VIII. MISCELLANEOUS 38 SCHEDULE A ADMINISTRATIVE DETAILS SCHEDULE B EXCEPTION REPORT ADDENDUM I SCHEDULE OF PRINCIPAL PAYMENTS

EXHIBIT A - Form of Promissory Note

EXHIBIT B - Form of Pay Proceeds Letter

EXHIBIT C - Form of Officer' s Certificate

EXHIBIT D - Form of Notice of Assignment

EXHIBIT E - Form of Transfer Agreement

1

TERM LOAN AGREEMENT, dated as of December 29, 2005, among THE ANDERSONS RAIL OPERATING I LLC, a Delaware limited liability company (the " Borrower" ), the several banks and other financial institutions or entities from time to time parties to this Agreement (the " Lenders" ) and SIEMENS FINANCIAL SERVICES, INC. (in its capacity as Agent for the Lenders hereunder together with its successors and permitted assigns in such capacity, the " Agent" ).

W I T N E S S E T H:

WHEREAS, the Borrower desires to acquire the Equipment and related Equipment Leases described in Schedule A to the Security Agreement;

WHEREAS, the Borrower wishes to borrow from the Lenders in order to facilitate the acquisition of the Equipment and related Equipment Leases described in Schedule A to the Security Agreement in accordance with the terms of the Transfer Documents.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1. Definitions . The following terms shall have the following meanings for the purposes of this Agreement:

" AAR" means the Association of American Railroads.

" Affiliate" of any Person means any other Person, which directly or indirectly controls, or is controlled by, or is under common control with, such Person. The term " control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the management and policies of a Person, the ownership of voting securities, by contract or otherwise, and the term " controlled" shall have a meaning correlative to the foregoing.

" Agent" has the meaning specified in the initial paragraph of this Agreement.

" Agreement" means this Term Loan Agreement, together with all Exhibits and Schedules attached hereto, as the same may be amended, supplemented or modified, from time to time.

" Appraisal" means a written appraisal of the Fair Market Value of the Equipment conducted by an independent third party appraiser selected by Borrower and reasonably acceptable to the Agent.

" Appraisal Date" means, with respect to any Appraisal, the date of such Appraisal.

" Asset Sale" means any Disposition of any Collateral by the Borrower (including, without limitation, in connection with a 1031 Transaction) other than as a result of a Manager Buyback or a Servicer Buyback.

" Assignor" has the meaning assigned to it in Section 8.5(c).

" Benefited Lenders" has the meaning assigned to it in Section 8.13.

" Borrower" has the meaning specified in the initial paragraph of this Agreement.

" Business Day" means any day of the year other than a Saturday, Sunday or a holiday on which banks are required or authorized by law to close in the State of New Jersey.

" Car Mark Agreement" means the Car Mark Agreement, dated as of December 29, 2005, between the Borrower and The Andersons.

" Cash Collateral Account" has the meaning assigned to it in the Security Agreement.

" Cash Collateral Account Blocked Account Agreement" means the Account Control Agreement, dated as of December 29, 2005, among the Borrower, the Agent and Fifth Third Bank.

" Casualty Loss" means, with respect to any Item of Equipment, such Item of Equipment is destroyed, lost, stolen, irreparably damaged, or missing for a period in excess of thirty 30 days, taken by any governmental entity (including without limitation condemnation, confiscation, requisition, taking of title or use by any governmental entity).

" Closing Date" means the date the Loans are disbursed under this Agreement.

" Code" means the Internal Revenue Code of 1986, as amended from time to time, and rulings and regulations issued thereunder.

" Collateral" has the meaning specified in the Security Agreement.

" Collection Account" has the meaning specified in the Security Agreement.

" Collection Account Blocked Account Agreement" means the Lockbox and Account Control Agreement, dated as of December 29, 2005, among the Borrower, the Agent and Fifth Third Bank.

" Commitment" means, for each Lender, the obligation of such Lender to make a Loan to the Borrower on the Closing Date in an amount equal to the amount set forth opposite the name of such Lender on the signature pages hereof.

" Concentration Limits" means the limitations set forth in Section 5.1(u).

" Debt Service Coverage Ratio" : means, for the calendar quarter immediately succeeding the applicable Determination Date, the ratio of (a) the Eligible Lease Receivables for such calendar quarter to (b) the scheduled payments of principal and interest payable by the Borrower in respect of the Loans for such calendar quarter.

" Default" means the occurrence and continuance of an event or condition which with giving of notice or the passage of time or both, would constitute an Event of Default.

" Default Rate" has the meaning assigned to it in Section 2.4(e).

" Determination Date" means of March 31, June 30, September 30 and December 31 of each calendar year.

" Disposition" means any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition; and the term " Dispose" and " Disposed" shall have correlative meaning.

" Dollars" and " $" means the lawful and freely transferable currency of the United States of America.

" Eligible Assignee" means (i) a commercial bank, savings and loan institution, insurance company or financial institution organized under the laws of the United States, or any State thereof, (ii) a commercial bank organized under the laws of any other country which is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located in the United States, the Cayman Islands or the country in which it is organized or another country which is also a member of the OECD, (iii) the central bank of any country which is a member of the OECD, and (iv) a finance company, insurance company or other financial institution or a fund which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, is doing business in the United States and is organized under the laws of the United States, or any State thereof, or under the laws of any member country of the OECD.

" Eligible Item of Equipment" means, as of any date of determination, an Item of Equipment that satisfies the representations and warranties with respect to Items of Equipment contained in Section 3.02 of the Sale Agreement (with respect to Items of Equipment transferred to the Borrower under the Sale Agreement) and Section 4.03 of the Management Agreement (with respect to all other Items of Equipment) as of the immediately preceding Payment Date.

" Eligible Lease" means, as of any date of determination, an Equipment Lease that satisfies each of the representations and warranties with respect to Equipment Leases contained in Section 4.1(o) of this Agreement and Section 3.02 of the Sale Agreement (with respect to Equipment Leases transferred to the Borrower under the Sale Agreement) and Section 4.03 of the Management Agreement (with respect to all other Equipment Leases) as of the immediately preceding Payment Date.

" Eligible Lease Receivables" means, for any calendar quarter, the aggregate of the scheduled payments of rent under each Eligible Lease other than those Eligible Leases as to which rent or other amounts payable are overdue by more than 120 days.

" Environmental Claim" shall mean any claim alleging any damage to the environment or violation of any Environmental Law.

" Environmental Laws" shall mean any federal, state, provincial, local, or foreign statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement or governmental restriction relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to any of the foregoing related to Hazardous Commodities or wastes, air emissions and discharges to waste or public systems.

" Equipment" has the meaning assigned to it in the Security Agreement.

" Equipment Lease Documents" means, with respect to each Equipment Lease, such Equipment Lease together with all other the agreements, documents and instruments executed in connection with such Equipment Lease.

" Equipment Lease Proceeds" all payments due and to become due under any Equipment Lease, whether as contractual obligations, damages, casualty payments, insurance proceeds or otherwise.

" Equipment Leases" mean all right, title, interest, claims and demands of the Borrower in, to and under each and every lease or other agreement, including the leases more fully described on Schedule A to the Security Agreement (whether or not such lease is in writing or is for a term certain, including, without limitation, per diem leases) and all Replacement Leases now or hereafter entered into relating to the Equipment, including any extensions of the term of every such lease, all of Borrower' s rights under any such lease to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval.

" Equipment Lessees" means the lessees under the Equipment Leases.

" ERISA" means the Employee Retirement Income Security Act of 1974, any successor statute, and all rules and regulations promulgated thereunder.

" ERISA Event" means the institution of any action or proceeding against the Borrower by the PBGC or a Plan to enforce against the Borrower any (i) liability for failure to make contributions to a Plan which are required under Section 412 of the Code or Section 302 of ERISA, (ii) liability under Title IV of ERISA with respect to the termination of any Plan, or (iii) liability with respect to the withdrawal or partial withdrawal from any Plan.

" Event of Default" has the meaning assigned to it in Section 6.1.

" Fair Market Value" has the meaning assigned to it in the Security Agreement.

" Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day as of 11:00 a.m. New York time on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

" GAAP" means at any time the generally accepted United States accounting principles at such time.

" Governmental Authority" means any federal, state, provincial, municipal or other governmental or quasi-governmental department, commission, board, bureau, agency, authority or instrumentality, or any court or administrative bureau, in each case whether of the United States, any of its possessions or territories, or of any foreign nation or any jurisdiction thereof, or, with respect to any Person, any arbitration, tribunal or non-governmental authority to whose jurisdiction such Person has consented.

" Hazardous Commodities" shall mean the following commodities: (a) any substance that is listed as a " hazardous waste" pursuant to 42 U.S.C. Section 6901 et seq. or exhibits one or more of the characteristics of " hazardous waste" described in regulations promulgated pursuant to 42 U.S.C. Section 6901 et seq.; (b) any substance that is a " hazardous substance" under the definition set forth in 42 U.S.C. Section 9601(14); (c) any substance contained on a list of " extremely hazardous substances" pursuant to 42 U.S.C. Section 11002(a)(2); (d) any petroleum product (other than solid plastic products); (e) any radioactive material; (f) asbestos; (g) polychlorinated biphenyls; (h) any substance that is a " pesticide" under the definition set forth in 7 U.S.C. Section 136(u); (i) any chemical substance or living organism regulated under 21 U.S.C. Chapter 9 (the Federal Food, Drug and Cosmetic Act) which is capable of having an acute or chronic toxic effect upon any species of living organism; (j) any Municipal Waste referred to in, or any K grade or W grade commodities listed in Appendix A to, Car Service Rule 14; (k) any other substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, micro-organism, ray, odor, radiation, energy, vector, plasma, constituent or material which (i) is or becomes listed, regulated or addressed under any Environmental Law, or (ii) is, or is deemed to be, alone or in any combination, hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law applicable to railcars operating in Canada.

" Indebtedness" means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, equipment trust certificates, notes or similar instruments, (iii) all obligations of such Person upon which interest charges are customarily paid, (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services, (vi) all Indebtedness of others secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed but only up to the lesser of the value of the property at the time subject to such Liens and the amount of such Indebtedness, (vii) all guarantees by such Person of Indebtedness of others, (viii) all capital lease obligations of such Person, (ix) all obligations of such Person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements, (x) any sale-leaseback or similar arrangement and (xi) all obligations of such Person as an account party in respect of letters of credit and bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any partnership in which such Person is a general partner (unless such Indebtedness in non-recourse to such general partner).

" Indemnified Party" has the meaning assigned to it in Section 8.8.

" Independent Manager" has the meaning set forth in the Borrower' s Limited Liability Company Agreement, dated as of December 29, 2005, as the same may be amended, supplemented or otherwise modified from time to time.

" Interest Rate" means 5.9108%.

" Investment Grade" means, with respect to any Person, that such Person or the long-term unsecured, unguaranteed indebtedness issued by such Person has been Rated " BBB-" or better by S&P or " Baa3" or better by Moody' s.

" Item of Equipment" has the meaning assigned to it in the Security Agreement.

" Lenders" has the meaning assigned to it in preamble hereto.

" Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind.

" Loan" means any loan made by any Lender pursuant to this Agreement.

" Loan Documents" mean this Agreement, the Security Agreement, the Notes, the Pledge Agreement, the Cash Collateral Blocked Account Agreement, the Collection Account Blocked Account Agreement, the Lockbox Agreement and any certificates, notices and documents executed and delivered in connection herewith or therewith.

" Loan to Value Ratio" means, as of any Appraisal Date, the ratio, expressed as a percentage of (i) the outstanding principal balance of the Loan to (ii) the sum of (A) the aggregate Fair Market Value of the Equipment (not subject to Casualty Loss) set forth in the Appraisal issued on such Appraisal Date and (B) the aggregate amount on deposit in the Cash Collateral Account on such Appraisal Date that relates to the Net Cash Proceeds of permitted Asset Sales and Recovery Events; provided , however that (i) the Fair Market Value of any Equipment with respect to which the Agent does not have a valid, perfected first-priority Lien in the United States and Canada (other than Permitted Liens) on such Appraisal Date shall be excluded from the value of the Equipment in determining the Loan to Value Ratio and (ii) amounts on deposit in the Cash Collateral Account shall be excluded from the determination of the Loan to Value Ratio at such time as the Agent fails to have a valid, perfected first-priority Lien on the Cash Collateral Account.

" Lockbox Account" has the meaning assigned to it in the Security Agreement.

" Lockbox Agreement" means the Authorization Form for Treasury Services, dated December 29, 2005, between the Borrower and Fifth Third Bank.

" Management Agreement" means the Management Agreement, dated the date hereof, among The Andersons and the Borrower, as the same may be amended, supplemented or modified from time to time.

" Mangaer" means The Andersons or any other Person appointed as manager under the Management Agreement from time to time.

" Manager Buyback" has the meaning assigned to it in Section 2.7(c).

" Material Adverse Effect" means (i) a materially adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Borrower, or (ii) a material impairment of the ability of the Borrower to perform its obligations under or to remain in compliance with the Loan Documents.

" Maturity Date" means January 15, 2013.

" Moody' s" means Moody' s Investors Service, Inc.

" Net Cash Proceeds" means the proceeds thereof in the form of cash and cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of any Asset Sale or Recovery Event, net of attorneys' fees, accountants' fees and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements.

" Non-Excluded Taxes" has the meaning assigned to it in Section 8.22(a).

" Non-U.S. Lender" has the meaning assigned to it in Section 8.22(c).

" Note(s)" has the meaning assigned to it in Section 2.5.

" Obligations" has the meaning assigned to it in Section 8.13.

" OECD" means the Organization for Economic Cooperation and Development.

" Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

" Participant" has the meaning assigned to it in Section 8.5(b).

" Pay Proceeds Letter" has the meaning assigned to it in Section 2.2.

" Payment Date" means the fifteenth day of each calendar month, commencing with February 15, 2006.

" Payment Office" : the office specified from time to time by the Agent as its payment office by notice to the Borrower and the Lenders.

" PBGC" shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

" Per Diem Lease" shall mean an Equipment Lease in which the Equipment Lessee pays an amount based on the miles traveled and the use of the Equipment, although the Equipment Lessee may have free use of the Equipment while the Equipment is on a Equipment Lessee' s railroad.

" Permitted Affiliate Arrangements" means (i) the Management Agreement, the Servicing Agreement or such other management, lease administration, auditing and accounting, secretarial and other administrative and operational services to the Borrower at rates reasonably determined by the Borrower' s managing member to be no less favorable to the Borrower than the rates which could be obtained for similar services from independent third parties, (ii) the Car Mark Agreement and (iii) the inclusion of the Borrower as an insured under a policy of insurance obtained by the Servicer or its subsidiaries with an insurance company which policy shall be on terms reasonably determined by the Borrower' s managing member to be no less favorable to the Borrower than the terms at which a similar policy could be obtained directly from independent third parties.

" Permitted Liens" means (a) materialmens' , mechanics' , carriers' , repairmens' , employees' or other similar Liens arising in the ordinary course of business, other than Liens for amounts due and owing, that individually or in the aggregate do not detract from the value of the property subject thereto or affected thereby, (b) Liens for current taxes, of any kind, not yet due and payable or that are being contested in good faith by appropriate proceeding for which adequate reserves have been established in accordance with GAAP, so long as enforcement thereof has been stayed and such proceedings do not involve any material risk of forfeiture, loss or sale of any Items of Equipment and (c) statutory Liens arising or incurred in the ordinary course of business by operation of law for which payment is not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.

" Person" includes any individual, business trust, partnership, limited liability company, limited liability partnership, joint venture, firm, corporation, association, joint stock company, trust or other enterprise, or any government or political sub-division or agency, department or instrumentality thereof.

" Plan" means any employee pension benefit plan of the Borrower subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower, or any trade or business that for purposes of Title IV of ERISA is a member of the Borrower' s controlled group, or under common control with the Borrower, within the meaning of Section 414 of the Code, is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an " employer" as defined in Section 3(5) of ERISA.

" Pledge Agreement" means the Pledge Agreement, dated the date hereof, executed and delivered by The Andersons in favor of the Agent and the Lenders, as the same may be amended, supplemented or otherwise modified from time to time.

" Pledged Collateral" has the meaning set forth in the Pledge Agreement.

" Prime Rate" means the rate of interest per annum adopted and announced from time to time by J.P. Morgan Chase Bank as its prime commercial lending rate at its primary lending office in the United States.

" Qualified Intermediary" has the meaning set forth in 26 C.F.R. 1.1031(k)-1(g)(4).

" Rated" means, with respect to any Person, the rating most recently published, issued or announced by S&P or Moody' s, as the case may be.

" Recovery Event" means any settlement of or payment in respect of Casualty Loss.

" Register" has the meaning assigned to it in Section 8.5(d).

" Registrar General" has the meaning assigned to it in Section 3.1(c).

" Reinvestment Deferred Amount" means with respect to any Asset Sale or Recovery Event, the aggregate Net Cash Proceeds received by the Borrower or deposited with a Qualified Intermediary (in the case of a 1031 Transaction) in connection therewith that are not applied to prepay the Loans pursuant to Section 2.7(b) as a result of the delivery of a Reinvestment Notice.

" Reinvestment Notice" means a written notice executed by a Responsible Officer stating that no Default or Event of Default has occurred and is continuing and that the Borrower intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire or repair assets useful in its business.

" Reinvestment Prepayment Amount" means with respect to any Asset Sale or Recovery Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to acquire assets useful in the Borrower' s business.

" Reinvestment Prepayment Date" means with respect to any Asset Sale or Recovery Event, the earlier of (a) the date occurring six months after such Asset Sale or Recovery Event and (b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire or repair assets useful in the Borrower' s business with all or any portion of the relevant Reinvestment Deferred Amount.

" Replacement Unit" has the meaning assigned to it in the Security Agreement.

" Replacement Lease" has the meaning assigned to it in the Security Agreement.

" Required Lenders" means the holders of in excess of 50% of the outstanding principal amount of the Loans; provided , however any principal amount of the Loans held by an Affiliate of the Borrower shall not be included in the determination of the Required Lenders.

" Reserve Amount" shall mean $2,631,389.16.

" Responsible Officer" means any one of the President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer, the Secretary or the Assistant Secretary of the Servicer or any Person instructed by the Servicer to have responsibility over and to administer this transaction or any aspect thereof; provided , that with respect to certifying financial statements, " Responsible Officer" shall not include the Secretary or Assistant Secretary of the Servicer.

" Rolling Stock" means standard gauge railroad rolling stock, other than passenger equipment or work equipment, used or intended for use in connection with interstate commerce, excluding, however, railroad rolling stock scrapped or intended to be scrapped.

" S&P" means Standard & Poor' s Ratings Services, a division of The McGraw-Hill Companies, Inc.

" Sale Agreement" means the Sale Agreement, dated as of December 29, 2005, between the Borrower, as buyer, and The Andersons, as seller.

" Securities Act" means the Securities Act of 1933, as amended from time to time.

" Security Agreement" means the Security Agreement, dated the date hereof, made by the Borrower in favor of the Lenders and the Agent, as the same may be amended, supplemented or modified from time to time.

" Seller Buyback" has the meaning assigned to it in Section 2.7(c).

" Servicer" means The Andersons or any other Person appointed servicer under the Servicing Agreement from time to time.

" Servicer Buyback" has the meaning assigned to it in Section 2.7(c).

" Servicing Agreement" means the Servicing Agreement, dated the date hereof, among The Andersons and the Borrower, as the same may be amended, supplemented or modified from time to time.

" Solvent" shall mean with respect to any Person that as of the date of determination both (a)(i) the then fair saleable value of the property of such Person is (A) greater than the total amount of liabilities (including cont
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