Terms and Conditions for Irrevocable Standby Letter of Credit

Facility: Applicant: Issuing Bank: Beneficiary:

Irrevocable Standby Letter with Evergreen Clause Municipal Enterprises Limited (Applicant or Lessee) Bank of Montreal (Issuing Bank) American Railcar Leasing LLC (Beneficiary or Lessor) 100 Clark Street, Suite 201 St. Charles, MO 63301 $55,200.00 USD (based on 16-cars with rental rate at $575/car for 6-months) Lessees rental payments are thirty or more days past due per the invoice due date The expiration date of the letter of credit will automatically extend for an additional period of one (1) year from the present or each future expiration date1. See Exibit A Certificate of Drawing Original executed Letter of Credit is sent directly to the Beneficiary via overnight mail Issuing Bank will need to obtain written consent for termination from the Beneficiary See Exbibit B Transfer Notice

Amount: Trigger Events: Expiration:

Required Documents: Delivery: Termination: Transferable:

Present or Future Expiration Date will be 30-days beyond the term of the Lease Agreement.

Exhibit A

CERTIFICATE OF DRAWING DATE: [__________________] TO: BANK OF MONTREAL 234 SIMCOE STREET, 3rd FLOOR TORONTO, ONTARIO CANADA, M5T 1T4 ATTN: TRADE FINANCE OPERATIONS

LADIES AND GENTLEMEN: THE UNDERSIGNED, A DULY AUTHORIZED OFFICER OF AMERICAN RAILCAR LEASING LLC, A DELAWARE LIMITED LIABILITY CORPORATION (THE BENNEFICIARY), DOES HEREBY CERTIFY THAT: 1. THIS CERTIFICATE IS DELIVERED PURSUANT TO THAT CERTAIN IRREVOCABLE STANDBY LETTER OF CREDIT NO. [________________] DATED [_____________], ISSUED BY BANK OF MONTREAL, IN FAVOR OF THE BENEFICIARY.

2. IN ACCORDANCE WITH INVOICE [_______] DATED [________], BETWEEN THE LESSEE AND BENFICIARY, THE AMOUNT OF $[_____________(USD)] IS PAYABLE BY LESSEE TO THE BENEFICIARY, AND SUCH AMOUNT HAS NOT BEEN PAID. AS OF THE DATE OF THIS CERTIFICATE OF DRAWING, THE UNPAID AMOUNT IS [___] DAYS PAST DUE. 3. THE AMOUNT BEING REQUESTED UNDER THE IRREVOCABLE STANDBY LETTER OF CREDIT IS $55,200.00 (USD). SUCH AMOUNT, TOGETHER WITH ANY AMOUNTS AVAILABLE FOR DRAWING UNDER THE IRREVOCABLE STANDBY LETTER OF CREDIT, DOES NOT EXCEED THE AGGREGATE AMOUNT AVAILABLE FOR DRAWING UNDER THE IRREVOCABLE STANDBY LETTER OF CREDIT. IN WITNESS WHEREOF, THIS CERTIFICATE HAS BEEN EXECUTED THIS [_____] DAY OF [______], [20__].

AMERICAN RAILCAR LEASING LLC BY: ______________________________ TITLE:____________________________

Exhibit B

TRANSFER NOTICE DATE: [__________________] TO: BANK OF MONTREAL 234 SIMCOE STREET, 3rd FLOOR TORONTO, ONTARIO CANADA, M5T 1T4 ATTN: TRADE FINANCE OPERATIONS IRREVOCABLE STANDBY LETTER OF CREDIT NO. [_____] APPLICANT: MUNICIPAL ENTERPRISES LIMITED 927 ROCKY LAKE DRIVE BEDFORD, NOVA SCOTIA CANADA, B4A 3Z2

RE:

LADIES AND GENTLEMEN: FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY (THE BENEFICIARY) HEREBY IRREVOCABLY TRANSFERS TO (THE TRANSFEREE): _____________________________________ (NAME OF TRANSFEREE) _____________________________________ (ADDRESS) _____________________________________ ALL RIGHTS OF THE BENEFICIARY TO DRAW UNDER THE ABOVE-REFERENCED IRREVOCABLE STANDBY LETTER OF CREDIT IN ITS ENTIRETY. BY THIS TRANSFER, ALL RIGHTS OF THE BENEFICIARY IN THE IRREVOCABLE STANDBY LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE AND THE TRANSFEREE SHALL HAVE SOLE RIGHTS AS BENEFICIARY THEREOF. SIGNATURE AUTHENICATED ____________________________ (BENEFICIARYS BANK) ____________________________ (AUTHORIZED SIGNATURE) YOURS VERY TRULY, ____________________________ (NAME OF BENEFICIARY) BY:_________________________ _____________________________
(PRINTED NAME AND TITLE)