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Untitled (16) -IXP Rao o) �C—y-wo-'Lmr-_ .-Pn f�,-fr C 64-. �AA --KA %��Lc;1, 6uA C e - n 6C V[ Ie Doo n ✓iO`0. S��1�1 - t7� f � �,�q�,-S'Y1� -- --- - -- - - ii j� City of Yelm Presentation by Railroad Industries Incorporated July 27 , 2001 Railroad Industries Incorporated Providing cost effective consulting to Transportation Companies for over 17 years. • Team of Associates each have between 18 and 50 years of experience • Areas of Specialization: - Operations - Track & Structures - Financial Analysis & Planning - Marketing - .Equipment How can Railroad Industries Assist the City of Yelm with the purchase and operation of the line from Yelm to Roy? Branch Line Review & Analysis Rail Operation Analysis Equipment Requirements Market & Customer Development Develop Business Plan Negotiations with the BNSF Branch Line Review & Analysis • Branch Line Overview - Look at physical branch condition - Look at traffic potential - Develop preliminary operations - Develop preliminary financials Rail Operation Analysis • Switching Requirements • Employee Training (engineer/conductor) • Track Maintenance Plan Equipment Requirements • Rail cars • Locomotives - Fleet size - HP Requirements - Acquisition Options Market & Customer Development • Develop new market opportunities - Look for new opportunities with existing or potential customers • Work with Customers - Service Requirements - Equipment needs - Contract Development - Rate Review - Provide general rail knowledge • Work with BNSF on new opportunities Develop Business Plan • Complete business plan will include: - Executive Summary - Acquisition Plan - Operating Plan Train Operations Track Maintenance Equipment Personnel - Marketing Plan Revenue and Traffic - Financials BNSF Negotiations/Contact • Long term Relationship with BNSF • Good relationship with key BNSF personnel • Help and assist with best acquisition options - Purchase - Lease Benefits to City of Yelm • Railroad Industries' Experience • Contacts with BNSF • Can work quickly to complete work • Worked on many marginal or distress lines with success in the past Project Time Schedule Railroad Industries is prepared to start assisting City of Yelm now: • Branch Line Review 30-40 hours • Operation Analysis 1 -2 hours excluding training time • Equipment Needs 1 -2 hours • Market/Customers 10-20 hours • Business Plan 30-40 hours • BNSF Negotiations 30-40 hours Cost for Services Initial Services: Hourly Rate: $85/hr plus expenses Next Steps • City of Yelm to review proposal presented by Railroad Industries • Develop contract for work to be performed • Develop time frame for completion of project City of Yelm Presentation by Railroad Industries Incorporated July 27 , 2001 Railroad Industries Incorporated Providing cost effective consulting to Transportation Companies for over 17 years. • Team of Associates each have between 18 and 50 years of experience • Areas of Specialization: - Operations - Track & Structures - Financial Analysis & Planning - Marketing - Equipment How can Railroad Industries Assist , the City of Yelm with the purchase and operation of the line from Yelm to Roy? Branch Line Review & Analysis Rail Operation Analysis Equipment Requirements Market & Customer Development Develop Business Plan Negotiations with the BNSF Branch Line Review & Analysis • Branch Line Overview - Look at physical branch condition - Look at traffic potential - Develop preliminary operations - Develop preliminary financials Rail Operation Analysis • Switching Requirements • Employee Training (engineer/conductor) • Track Maintenance Plan Equipment Requirements • Rail cars • Locomotives . - Fleet size - HP Requirements - Acquisition Options Market & Customer Development • Develop new market opportunities - Look for new opportunities with existing or potential customers • Work with Customers - Service Requirements - Equipment needs - Contract Development - Rate Review - Provide general rail knowledge • Work with BNSF on new opportunities Develop Business Plan • Complete business plan will include: - Executive Summary - Acquisition Plan - Operating Plan Train Operations Track Maintenance Equipment Personnel - Marketing Plan Revenue and Traffic - Financials BNSF Negotiations/Contact • Long term Relationship with BNSF • Good relationship with key BNSF personnel • Help and assist with best acquisition options - Purchase - Lease Benefits to City of Yelm • Railroad Industries' Experience • Contacts with BNSF • Can work quickly to complete work • Worked on many marginal or distress lines with success in the past Project Time Schedule Railroad Industries is prepared to start assisting City of Yelm now: • Branch Line Review 30-40 hours • Operation Analysis 1 -2 hours excluding training time • Equipment- Needs 1 -2 hours • Market/Customers 10-20 hours • Business Plan 30-40 hours 0 BNSF Negotiations 30-40 hours Cost for Services Initial Services: Hourly Rate: $85/hr plus expenses Next Steps • City of Yelm to review proposal, presented by Railroad- Industries • Develop contract for work to be performed • Develop time frame for completion of project City of Yelm Presentation by Railroad Industries Incorporated July 27, 2001 Railroad Industries Incorporated Providing - cost effective consulting to Transportation .Companies for over 17 years. • Team of Associates each have between 18 and 50 years of experience • Areas of Specialization: - Operations - Track & Structures - Financial Analysis & Planning - Marketing - Equipment How can Railroad Industries Assist the City of Yelm with the purchase and operation of the line from Yelm to Roy? Branch Line Review & Analysis Rail Operation Analysis Equipment Requirements Market & Customer Development Develop Business Plan Negotiations with the BNSF Branch Line review & Analysis • Branch Line Overview - Look at physical branch condition - Look at traffic potential - Develop preliminary operations - Develop preliminary financials Rail Operation Analysis • Switching Requirements • Employee Training (engineer/conductor-) • Track Maintenance Plan Equipment Requirements • Rail cars • Locomotives - Fleet size - HP Requirements - Acquisition Options Market & Customer Development • Develop new market opportunities - Look for new opportunities with existing or potential customers • Work with Customers - Service Requirements - Equipment needs - Contract Development - Rate Review - Provide general rail knowledge • Work with BNSF on new opportunities Develop Business Plan • Complete business plan will include: - Executive Summary - Acquisition Plan - Operating Plan Train Operations Track Maintenance Equipment Personnel - Marketing Plan Revenue and Traffic - Financials BNSF Negotiations/Contact • Long term Relationship with BNSF • Good relationship with key BNSF personnel • Help and assist with best acquisition options - Purchase - Lease Benefits to City of Yelm • Railroad Industries' Experience • Contacts with BNSF • Can work quickly to complete work • Worked on many marginal or distress lines with success in the past Project Time - Schedule Railroad Industries is prepared to start assisting City of Yelm now: • - Branch Line Review 30-40 hours • Operation Analysis 1 -2 hours excluding training time • Equipment Needs 1 -2 hours • Market/Customers 10-20 hours • Business Plan 30-40 hours • BNSF Negotiations 30-40 hours Cost for Services Initial Services: Hourly Rate: $85/hr plus expenses . Next Steps • City of Yelm to review proposal presented by Railroad Industries • Develop contract for work to be performed • Develop time frame for completion of project RAILROAD A , ' INDUSTRIES INCORPORATED b VA y J_ tr +f+• i fff{ H 3 Providing / / /' effective consulting / the TransportationIndustryNorth / South / Mexico a and Canada/ / forover 16years. 'c t { RAILROAD INDUSTRIES INCORPORATED Railroad Industries' experience and knowledge in the railroad industry allows the firm to work in all areas of the transportation industry: Finance Marketing Operations Strategic Planning Equipment Planning Equipment Leasing and Acquisition til 1 Railroad Industries current client base includes: Short Line and Terminal Railroads Port Authorities Industrial Firms Transportation Companies Investment Groups Individual Investors States i i { . FINANCIAL ANALYSIS Railroad Industries has a staff of financial analysts experienced in the transportation industry t Specific projects completed include: Analyzing and assisting in acquisitions and divestitures of branch lines, operating companies, and rail assets Preparing proforma financial statements for proposed acquisition and divestitures Developing risk assessment on acquisitions Preparing documents necessary to acquire both loans and grants for Short Line Railroads, Industries and Port Authorities f Preparing and calculating Net Liquidation Value and Going Concern Value for branch lines and Short Lines Preparing cost analyses (rail,truck,barge, intermodal) for use in rate negotiations i Reviewing and recommending improvements to Company Revenue, Operating and Capital Expenses , A PM MARKETING s Railroad Industries develops marketing plans that include all facets of marketing: pricing, costing, modal competition, service, and long-term strategies. We are knowledgeable in the transport of all commodities (aggregates, coal, lumber, paper, food, cement, grain, steel/scrap,.autos, ores, consumer goods, and intermodal) Specific projects completed Include: Preparing marketing plans for Short Line and Regional Railroads, Ports and Shippers Developing new programs for increasing on-line rail traffic Preparing, analyzing, and formulating marketing plans based on customer surveys and interviews Developing or reviewing existing rate, cost, and pricing structures for Railroads and Shippers Preparing comprehensive marketing studies for railroad and Industrial Shippers Developing physical distribution and logistic plans for Industrial Shippers Developing and negotiating switching contracts for Short Line Railroads Training and developing Marketing/Sales representatives for Short Line Railroads and Industries Overseeing day to day marketing responsibilities for Short Line Railroads Extensive rate/contract negotiations OPERATIONS Railroad Industries' "hands on" approach to operations, combined with our marketing expertise, allows us to develop operating plans that wi&meet the needs of the shippers and minimize costs to the transportation company. y. S i ��.�. Specific projects completed include: Preparing Operating Plans for contract switching and short line railroads Evaluating existing operations to improve service to customers and minimize transportation costs Developing detailed Maintenance of Way plans for short line railroads and industrial shippers Extensive training of operating personnel and providing rules, safety classes and conductor/engineer certification f Providing detail analysis and evaluations of existing short line track,bridges and structures. Developing timetable and operating book of rules for railroad start-ups. Preparing operating, interchange and trackage rights agreements. Management of rail operations for short line railroads i STRATEGIC PLANNING Railroad Industries is adept at developing long-range business, financial and organizational plans for companies planning for the future. • 1 i Specific projects completed include: Negotiating with Class I Railroads to assist customers in acquiring branch lines in several countries. Developing business plans for short line and regional railroads. Developing and setting up of railroads throughout the United States. Completing information for State Rail Plans in Nevada and New Mexico. Developing an organization,job descriptions and salary levels for existing railroads. Working on several rail merger studies. Preparing, evaluating, and marketing companies for sale IN x�.r . f EQUIPMENT PLANNING (Utilization, acquisition,leasing and inspection) Railroad Industries' associates experience in asset location, inspection,valuation, acquisition, and leasing has resulted in i successfully increasing Companies equipment fleet utilization and decreasing equipment costs for both railcars and locomotives. y Specific projects completed include: Analyzing equipment and maintenance leases Locating and Inspecting railcars and locomotives to meet customers' carload needs Analyzing equipment requirements for short line operations and shippers to determine optimal fleet size Maximizing equipment utilization through the development of unit trains and multi-car shipments Negotiating cost effective rates for short line railroads and shippers owning or acquiring rail equipment Leasing railcars and locomotives to or for customers as needed RAILROAD INDUSTRIES INCORPORATED ASSOCIATES Gary V. Hunter Chairman Operations, Facilities, Marketing 775-825-6570 Finance, Equipment,Administration 775-825-6578 fax Marietta T. Hunter President Administration 775-825-6570 775-825-6578 fax Suzy Truax Admin. Assistant Administration 775-329-4855 775-786-5548 fax Leslie D. H. Riehl Vice President Finance/Marketing 415-381-8764 415-381-8764 fax Vicki S. Henry Senior Associate Marketing/Equipment Harold Meeker Senior Associate Track& Structures r Mike R. Whitlock Associate Marketing/Equipment Charles V. Weart Associate Operations/Training/Safety ti ���ar REFERENCES 1. Dave Root, President 9. Greg Wathen,Executive Director 17. Dave Puzan, Plant Manager Willamette Valley Railway Perry County Development Corp.. Lone Star Cement 503-474-1892 812-547-8377 765-653-9766 2. Ken Pippen, President 10. Wayne Parrish 18. Bill Kirkland, GM/Tranp. Carolina Southern Railroad Apalachicola Northern Railroad Boise Cascade 843-248-8008 850-229-7411 208-384-7246 3. John Levine, Vice President 11. Richard Neumann, Vice President 19. Paul McCarthy, VP Pinsly Railroad Company Hoosier Southern Railroad Rarus Railroad 413-568-6426 812-547-3586 406-563-7121 4. Michael J. Van Wagnenen 12. Larry LeMond, Vice President 20. Al Mueller, Vice President Vice President Eastern Shore Railroad Pacific Coast Building A&K Railroad Materials, Inc.. 757-331-1094 510-792-1577 801-974-5484 5. Bill Anderson, Vice President 13. Mike McCoy, Manager 21. Ralph Mazzeo, Sr. Asocciate Freight Service Incorporated Levin-Richmond Terminal Thomas K. Dyer 541-484-2303 510-232-4422 781-862-2075 6. Rick Webb, President 14. John Heffner, Attorney 22. Roger Nelson, President WATCO Rea, Cross &Auchincloss North America RailNet 316-231-2230 202-785-3700 817-571-2356 7. John Ashley, Director of Marketing 15. Mike Root, President 23. Frank Bescher, Dir./Trans NI Industries, Inc.. Albany&Eastern Railway Waterloo Industries 209-869-7227 541-259-6410 319-833-1569 8. Chuck Laggen, General Manager 16. Mike Hart, President Arkansas Midland Railroad Sierra Railroad 501-844-4444 209-845-8283 , i t 1W NUME S 1 GARY V. HUNTER 6423 Meadow Country Drive -Reno, NV 89509 775-825-6570 Experience Railroad Industries Incorporated Chairman and Chief Executive Officer-Reno,Nevada 1997-Present Chairman and Chief Executive Officer- Hot Springs, Arkansas 1993-1997 President-Reno,Nevada 1989-1993 Railroad Industries is a nationwide management consulting firm which specializes in transportation and physical distribution. The firm, a privately held corporation established in 1983, is owned and controlled by Gary Hunter and Marietta Hunter. Work has included branch line analysis, equipment utilization and analysis, development of operating plans, market development, transportation costing, intermodal analysis, merger studies, developing shortline railroads, and financial analysis. Arkansas Midland Railroad, General Manager 1993-1994 Jones Mill, Arkansas Responsible for the overall operations of a$5 million shortline railroad which includes 131 miles of track, 37 employees, and 21,000 annual carloads. Reporting to me are maintenance of way, maintenance of equipment, operations, marketing, and all agency functions. Responsible for all purchasing activities and real estate transactions. Transportation Marketing Services, Inc., Consultant 1987-1989 Pleasant Hill, California Responsible for achieving revenue and profit objectives of the firm as directed by the President. Duties included market development, strategic planning, equipment analysis, physical distribution analysis,branch line acquisition analysis, competitive analysis, market research, contract rate negotiations, sales development, operations analysis, and development of business plans. Prepared testimony,traffic and revenue projections diversion estimates, and traffic flow analyses for the. Anschutz Corporation and Rio Grande Industries in their acquisition of the Southern Pacific Transportation Company. Clients included the government, shippers, transportation companies, and port authorities. Southern Pacific Transportation Company, Marketing Services Department 198671987 San Francisco, California Responsible for achieving revenue and profit objectives of the corporation as directed by the Assistant Vice President-Marketing Services. Duties included developing agreements with other railroads, developing a network of short-haul TOFC trains, and evaluating the competitive environment and implications for the corporation. Involved with branch line sales and agreements, working with both investors and financiers to develop short line railroads_ Handled Southern Pacific's application for trackage rights in the Union Pacific-Missouri-Kansas-Texas Railroad merger which included a traffic flow analysis, diversion estimates, and revenue projections. Supervised three managers and other staff. GAMY V.HUNTER PAGE TWO Southern Pack Transportation Company, Intermodal Department 1985-1986 San Francisco, California Responsible for special studies on all aspects of domestic and international TOFC and container traffic as directed by Assistant Vice President-Intermodal. Duties included contract development and negotiations, developing and analyzing costs, developing and analyzing various markets, and pricing. The Intermodal group represented approximately$500 million in annual revenue. Southern Pacific Transportation Company, Market Planning Department 1981-1985 San Francisco, California Responsible for the market development and pricing of the aggregate and cement commodities representing approximately$80 million in annual review. Originally hired as Assistant Manager, Market Development -Bulk Services(May 1981-July 1982), and promoted to Product Manger, Marketing& Sales-Aggregates and Cement(July 1982-1985). Duties included forecasting and analyzing of product market with objective of expanding Southern Pacific's market share, reducing operating costs, and increasing profit margin. Additional responsibilities included negotiation of contracts with customers, developing and analyzing costs, and making commercial decisions involving equipment allocation and acquisition. In response to the Staggers(4R)Act, directed marketing efforts in aggregates/cement from traditional single car rate to unit train contracts which generated a 20% increase in Southern Pacific's share in the western railroad market. Over a three-year period, this represented a net contribution turnaround from an$8 million loss to a$5 million profit. Western Pacific Railroad, Transportation Department 1976-1981 San Francisco and Bay Area Employment included both staff and direct line supervision of railroad operations. Staff position reported to Director-Operating Administration. Responsibilities included projecting and monitoring of annual system operating budget of$70 million;in-depth analysis of operating expenses;working with line managers to determine and coordinate individual terminal and district costs with overall system forecast;presentation of budget variances to Vice President-Operations;and providing guidelines and requirements for the programming of departmental reports. Line position reported to Division Superintendent. Was responsible for directing rail operations in the district between Oakland and Stockton-the fastest growing region on the railroad, which generated $15 million in gross revenue with an operating budget of$2.2 million. Territory comprised a variety of rail operations; main and branch line, industry and road switching, interchange, and joint facilities. Coordinated schedules, assignments, and train performance to customer requirements together with other departments of the railroad (i.e. Sales, Car Distribution, Train Operations/Dispatching, Roadway, and Mechanical). Was responsible for supervision of train and engine operating employees within the district in addition to 20 station employees. GARY V.HUNTER PAGE THREE Education Master of Business Administration, San Francisco State University 1976-1979 Selected as Master of Business Administration "Alumnus of the Year" 1980 Bachelor of Art, Business Administration, San Francisco State University 1972-1976 Majors:Business, Transportation, and Real Estate Awards Selected to receive the 1998-1999 Who's Who in Executives and Professionals. This award recognizes outstanding professionals. Selected by Citation's to receive the award of Who's Who Among Rising Young Americans for 1992 and 1993. This award recognizes achievements in American Society and Business. Selected by American Biographical Institute to receive the award of 2,000 Notable American Men for 1992 and 1993. This award recognizes past achievements and outstanding service to community, state and nation. Other Activities Trustee, Philip E. Kalthoff Estate 2000-Present Chairman of the Board and Chief Operating Officer,Reno Pacific Rail Corporation 1998-Present Company set up to acquire rail assets. Instructor, San Francisco State University 1983-1993 "California Railroads" seminar in rail transportation developments, past, present, and future. Lecturer, San Francisco State University 1985-1992 "Private Carrier Management" seminar in transportation management. "Traffic Management" seminar in traffic management. "Physical Distribution and Logistics" seminar in physical distribution. Career Mentor, San Francisco State University 1984-1992 Work with students in career and education development. Teaching Assistant, San Francisco State University 1974-1979 "Railroad Excursions." Assisted professor in conducting tours and leading discussions. Invited as guest speaker at San Francisco State University, local groups, and associations. Currently pursuing research on railroad management, equipment, innovations, history, and future projections, as well as transportation policies, and laws of the United States. Involved with business, management, and transportation consulting. LESLIE D. H. RIEHL Vice President and Senior Associate-Railroad Industries Incorporated - Muir Beach, CA Qualifications • Over four years management consulting in marketing, business planning, and finance. • Extensive experience in financial management and in applying financial theory to produce better management planning and action. • Successful record of harmonious and productive interactions across all levels of management. • Excellent oral and written communication skills. Have made well-received presentations to top management, large audiences of senior managers, and members of the financing community. • Background and experience in financial planning, mergers, acquisitions, and divestitures, leveraged buyouts, risk analysis, data processing, computer modeling, and market and business planning in a wide range of industries. • Worked with railroad and port facilities throughout the United Stated and abroad. Education MBA Finance- California State University,Hayward 1980 Outstanding Academic Achievement Award, Finance. Graduated first in class. BA Mathematics-University of California, Santa Cruz 1978 Walthamstow Hall, Sevenoaks, England 1972-74 Studied Mathematics and Physics. Experience RAILROAD INDUSTRIES INCORPORATED 1994-Present Vice President and Senior Associate(1998-Present) Senior Associate(1996-98) Associate(1994-96) • Responsible for providing financial analysis, competitive analysis, marketing and cost for various projects. Projects include acquisitions/sales of railroads, market development, port development/evaluation and distribution and logistics work. LESLIE D. H. RIEHL,INC. -Muir Beach, CA 1988-94 President Provide management consulting services to the transportation industry. Major projects: • Detailed market and competitive analyses for a major railroad. • Determined optimal location for terminals/distribution facilities. • Developed databases of grain commodity shippers and transportation suppliers nationwide. • Developed financial analysis for Port development. Lesile D.H. Riehl Page Two CHARLES SCHWAB &COMPANY, INC. - San Francisco, CA 1985-88 Assistant to President(11/86-4/88) Reported directly to President. Developed financial model used to determine the value of the company during buyback from Bank of America. Directed the development of annual operating and capital budgets. Responsible for numerous special projects related to profitability and productivity levels of the company. Director of Branch Per Analysis(5/85-11/86) Created and installed an automated measurement system designed to measure individual branch and branch network performance in the areas of profitability, customer service levels, productivity, and risk management. Designed and implemented branch managers' and branch employees'annual bonus plan based upon performance. Responsible for development of branch network budgets. SOUTHERN PACIFIC COMPANY- San Francisco, CA 1980-85 Assistant to Chief Financial Officer(12/84-4/85) Responsible for financial planning at Southern Pacific Transportation Company. Reported to CFO. Accomplishments: • Designed and installed a new leasing policy covering all departments and subsidiaries to maximize asset utilization and minimize lease payments. Manager of Capital Budgets(10/83-12/84) Responsible for the financial review of capital projects, operating budgets, and long-term leases. Treasury Department. Accomplishments: • Finance officer on special team assigned to develop a nationwide fiber optic company. Development and implementation of a financial model resulted in the formation of FIBERTRAK, an 8000 mile fiber optic joint venture. • Prepared risk analysis for real estate company which resulted in the decision against a $300 million investment that would have been unprofitable. • Developed and installed new policies and procedures for the review of capital projects to insure sufficient cash reserves,audit trails, and department accountability. Assistant Manager of Capital Budgets(6/83-10/83) Responsible for the financial review of all merger or acquisition candidates. Treasury Department. Accomplishments: • Analyzed numerous merger and acquisition candidates which resulted in the merger with Santa Fe Industries,the acquisition of a trucking company, and the closure of a$100 million subsidiary. • Developed and installed capital expenditure program that consolidated investment projects from all subsidiaries. Provided management with a method to maximize distribution of cash to subsidiaries for capital projects. Leslie D.H. Riehl Page Three Special Analyst(1/82-6/83) Responsible for the design and development of financial policies for allocation of cash to investment projects. Worked exclusively with communications, land, and pipeline companies in the handling of all request to Board of Directors_ Executive Department. Accomplishments: • Financial analysis of communications company led to the sale of SP Communications (Sprint) and SP Satellite to GTE in 1982. • Developed financial model used to evaluate alternatives available to the transportation subsidiaries. • Prepared financial policies used for risk analysis, pricing methodology, hurdle rates, and equipment acquisitions. Financial Analyst(10/81-1/82) - Treasury Department Economic Analyst(10/80-10/81) -Marketing Department VICKI ANN S.HENRY Associate-Railroad Industries Incorporated - San Lorenzo, CA Experience: RAILROAD INDUSTRIES INCORPORATED 1995 Present Associate SOUTHERN PACIFIC LINES, SAN FRANCISCO, CA 1977-95 Commodity Manager(1993-95) Purchasing. Initiate, negotiate and implement multi-year contracts to consolidate the supplier base and reduce life cycle costs for SP Lines' $150 million track and signal material expenditures. Manage a buyer and clerk and set strategies for field office buyers. Managing Director(1991-93) Insulated and Refrigerated Boxcars, Fleet Management. Manage a staff of five persons, responsible for daily car distribution activities and both short- and long-term equipment planning activities. Direct and coordinate staff training to expand their scope and level of responsibility. .Implement action programs to contain and reduce equipment rent costs using the quality process. Responsible for$18 million annual equipment rents expense budget. Director Planning(1990-91) Plain Boxcars and Flatcars, Fleet Management. Direct all phases of Boxcar and Flatcar equipment decisions for acquisition, lease, sale, disposal and modification and repair. Prepare and present economic justification to top management. Developed annual and five year equipment plans and strategies to improve equipment ROI. Coordinate and implement cross-functionally plans between SP departments and railcar suppliers. Manager Special Projects(1989) Information Services. Coordinator for developing a single on-line data base for use in an interactive computer environment serving marketing, sales, accounting and rate publishing requirements. Manager Forest Products(1989) Intermodal. Liaison between Forest Products Business Group and Intermodal Marketing. Create bi-modal (truck-rail-truck) rate packages for customers to grow SP's market share while maintaining the existing carload revenue base. General Manager(1986-89) Panel Products, Forest Products. Oversee and grow a$105 million wood products carload rail transportation market. Make pricing decisions to maintain corridor equipment balance while increasing net revenues. Coordinate and train field staff to improve market knowledge and meet company goals. Provide in-house coordination between Fleet Management, Tariffs and Divisions, Law, Sales and Customer Service Departments. Product Manager(1984-86) Consumer Products Business Group. Design and implement programs to secure rail shipments of consumer products. Establish Boxcar and Intermodal pricing guidelines. Coordinate market research studies for specific market segments to shift truck traffic to rail. Assistant Product Manager-Boxcars(1980-84) Fleet Management_ Assist in preparing long-and short-range boxcar fleet planning guidelines. Implement programs to meet fleet size requirement,programs to reload foreign boxcars terminating on SP Lines and monitor SP repair programs. Provide analytical support for SP Lines Boxcar Deregulation position strategies. Analyst(1977-80) Establish, monitor and control car supply for both on-line and off-line freight cars. Provide computer programming support and analysis of data to identify low profit market segments. Complete customer profitability studies outlining the traffic mix,traffic corridors by commodity and the related profitability. Prepare IRR and NPV information for any proposed equipment repairs or purchases. ALAMEDA COUNTY SPECIAL SCHOOLS, Alameda County, CA 1976-77 Teacher Science and Social Studies, 7th through 12th grade. Extensive research and writing of classroom materials to accommodate the wide range of student abilities in a dynamic and challenging environment. Special Training/Skills: Computer: Mainframe-Mark IV&NOMAD programming;familiar with various methods and systems for data retrieval. PC-Lotus 123;Harvard Graphics; Word Perfect;Microsoft, The Office Karass Negotiating Skills Seminar Brian Long, Win-Win Negotiations and Purchasing Skills Seminars Zenger Miller Quality Training SP Quality Training-Leadership, Team Leader, Process Improvement Education: Master of Business Administration, St. Mary's College of California 1983 Ryan Single Subject Teaching Credential-Life Scie MARIETTA T. HUNTER 6423 Meadow Country Drive - Reno, Nevada 89509 775-825-6570 Experience Railroad Industries Incorporated President -Reno,NV 1997 Present President- Hot Springs, AR 1993-1997 Vice President-Reno,NV 1989-1993 Railroad Industries is a management consulting firm which specializes in transportation and physical distribution. The firm, a privately held corporation established in 1983, is owned and controlled by Gary Hunter and Marietta Hunter. Work has included branch line analysis, equipment utilization, development of operating plans, market development, transportation costing, and intermodal analysis. Full of Beans Cafe, Manager-Owner 1989-1993 San Rafael, CA Handles all aspects of the restaurant operations which includes food preparation, ordering, bookkeeping, personnel, advertising and purchasing. Since taking over restaurant, sales have increased 30%. Annual revenue exceeds $200,000 annually. Wells Fargo Bank, N.A., Banking Service Officer 1985-1989 Piedmont, CA Opened new accounts such as checking, savings, custom certificates, business, and market rate accounts in accordance with bank procedures and new accounts policy guide. Explained commonly used services and answer questions regarding different products. Sold new products including different types of loans (personal, auto,real estate). Prepared all necessary loan documents for the Service Center for processing. Participated and supported all bank campaigns involving all consumer products. Responsible for processing daily all new accounts documents. Handled customers' problems and follow-up to ensure that the problem is truly resolved to the customers' satisfaction. Handled stock and bond transactions. Have completed seven courses toward becoming consumer credit certified and have become the first member of the Branch to receive a Business Development Skills Certificate. Wells Fargo Bank, Collection and Exchange Department 1980-1985 Oakland, CA Handled all incoming and outgoing collections. In*charge of selling and redemption of Series EE Bonds to include payments to Federal Reserve Bank. Exchanged foreign currency and foreign checks to U.S. including processing international money orders, foreign drafts, and cashiers checks. Performed other domestic banking functions such as check cashing, withdrawals, light bookkeeping, sales promotion and customer relations. In charge of wire transfers domestic and international. Supervised two other collection clerks including training on proper bank collection procedures. Education Contra Costa College, Richmond, California Business Major 1979-80, 1984 Lahaina High School, Maui, Hawaii General Studies Graduated, 1976nces, Grades K-121976 California State University, Hayward Bachelor of Science, Biological Science, California State University, Hayward 1975 HAROLD E. MEEKER Associate- Railroad Industries Incorporated - San Carlos, CA Work Experience Associate-Railroad Industries Incorporated- San Carlos, CA 1992-Present Pickering Lackawana Company(Transportation Consultants) 1985-92 Self Employed Consultant to Little Lake Development Corporation,Willits, CA. Assisted local group attempting to buy California Western Railroad. Consultant to Indiana Railroad Company. Assisted in formation of company. Conducted most of the preliminary analyses and prepared the prospectuses for the bankers. Prepared initial engineering planning and verified budgets. Inspected track prior to beginning of operations. Consultant to Triumph Marketing and the ports of San Francisco and Redwood City. Analyzed all of the railroad alternatives relating to the Ports' containers facilities, as well as to both ports' total transportation facilities. Recommended a Belt Railroad to handle all railroad service into and out of the cities. Analyzed the Union Pacific's abandonment as it affects the Port of San Francisco. Union Pacific Railroad-Western Pacific Railroad 1966-85 Twenty years starting as Assistant to President and having titles of Assistant Chief Mechanical Officer, Assistant General Manager,District Superintendent,Manager Cost Accounting and Budgets, and Director Cost Analysis. Chesapeake and Ohio Railway Baltimore and Ohio Railroad 1956-66 Ten years starting as Assistant on Engineering Corps, going to Assistant Division Engineer, Assistant Trainmaster, Trainmaster, Assistant Director of Industrial Engineering. Golden Gate University 1977-81 Instructor of Business Administration. Taught night courses while working at Western Pacific. Retired on March 31, 1985 after thirty years were accumulated in lieu of being transferred to Omaha, Nebraska Harold E. Meeker Page Two Education Masters in Business Administration, Golden Gate University, San Francisco, CA 1974 Bachelor of Civil Engineering, Polytechnic Institute of Brooklyn, Brooklyn, NY 1954 Miscellaneous courses in business, real estate and agriculture, Indiana University, Michigan State University, and College of San Mateo, San Mateo, CA. Currently taking tax courses with H&R Block. California Real Estate Broker Studying to become Certified California Tax Practitioner Military Experience Instructor of Military Roads and Railroads The Engineer School,Fort Belvoir, VA 1956 CHARLES V. WEART Associate—Railroad Industries Incorporated Goodyear,AZ EXPERIENCE Railroad Industries Incorporated Associate 2000-Present C.W. Rail Consulting Service, Inc Principal 1997-2000 Consulting services to the railroad industry including: • Filling any part or parts from the 49 CFR parts 200 to the federal and state regulator. • Operating locomotives for host railroad. • Training locomotive engineers, conductors, and train dispatchers. • Sales and marketing for host railroad. • Interface with federal and state regulators to correct deficiencies. • rate negotiations. • Liaison to the movie and commercial industry. • Haz-mat training. • Operating and safety rules classes. • Construction of operating timetables. • Interfacing with Federal Railroad Administration concerning violations of 49 CFR regulations and corrections to bring railroad into compliance. Railroad Signal,Inc.—Tulsa,OK Southwestern Regional Sales Manager 1996-1997 • Called on prospective customers in an eight-state area to discuss signaling needs. • Sales of crossing signals, hotbox detectors, dragging equipment detectors, CTC installations, etc. • Interfaced with State agencies and the FRA regarding signal installation regulations. Central Railroad Co.—Lawrenceburg, IN General Manager 1995-1996 • Certifying and qualifying supervisor of locomotive engineers. • Responsible for all operations of railroad operating and mechanical departments. • Hired new train and engine service employees. • Shared responsibility for car accounting functions, marketing and rate strategies, and maintenance of way forces. • Designed and implemented operating budget. • Responsible for all FRA reporting and all ongoing training required by FRA. • Interfacing with CSX, Conrail and NS on interchange and trackage rights agreements. • Responsible for company fleet vehicles. CHARLES V.WEART Page Two Arizona and California Railroad—Parker,AZ Superintendent/Director of Marketing and Operating Practices 1991-1995 • Certifying and qualifying supervisor of locomotive engineers. • Responsible for train operations and locomotive repair facility. • Filed start up reports with FRA and various state agencies. • Interfaced with Santa Fe Railway operating department on Arizona& California Railroad business. • Assisted writing Haz-Mat emergency response guides. • Sales and marketing. • Maintained the Operating Department Book of Rules and Operating Practices. • Assisted with assessment of new line segments. • Interfaced with FRA, ACC and CPUC on all compliance issues and operating practices for Arizona and California and California Northern railroads. • Interfaced with Southern Pacific Transportation Co. on California Northern Railroad business. • Trained new(off the street) engineers, conductors, clerks, and train dispatchers. C.W. Railcar Leasing Corporation—Arvada, CO Owner 1990-1991 • Consultant to several shortline rail groups in the startup of rail segments in South Carolina and Michigan. • Filed all startup reports to various federal and state agencies. • Hired train and engine crews. • Assisted in setting office procedures. • Provided recommendations on locomotives. • Interfaced with Class I operating departments. • Set up train operations and locomotive servicing procedures. • Interfaced with FRA on startup procedures. Wyoming and Colorado Railroad—Laramie,WY General Manager 1988-1990 Responsible for management and operation of 118 miles of heavy mountain grade railroad. • Accountable for all facets of the operation. • Contract negotiation for off-site track work. • Implementation of Book of Rules, General Orders;Bulletins, Train Dispatcher Records as required by 49 CFR. • Community Public Relations. • Initial startup of the Wyoming and Colorado, Arizona Central Railroad and Oregon Eastern Railroad. CHARLES V. WEART Page Three Great Western Railway —Loveland, CO Vice President 1982-1988 Assisted in management and operations of 57 miles of railroad. a Heavy emphasis in marketing and sales. a Purchase, repairs, leasing and sales of locomotives and rolling stock. Negotiated contracts for off-site track work and locomotive repairs. a Established operating procedures for on-site shippers and private operators. a Conducted safety seminars for on-site shippers. a Certified Designated Supervisor of locomotive engineers. • Familiar with personal computers and use of Windows 95, MS Word, MS Office, MS Outlook, Lotus 1-2-3, and Word Perfect as well as PC-based software packages used in railroad environment. Familiar with RMI car accounting program as well as Union Pacific, Santa Fe, Southern Pacific on-line service computer. a Certified Presenter for Operation Lifesaver. MICHAEL IL WHITLOCK Associate —Railroad Industries Incorporated Lafayette, CA EXPERIENCE Railroad Industries Incorporated 2000-Present Associate The Greenbrier Companies 1991-2000 Director—Market Development Company is a$550 million manufacturer of railcars, intermodal equipment, and freight car repair/rehabilitation sery ices. Accomplishments include: • Responsible for sales and leasing of new and used railcars to the 500+U.S. shortline and regional railroads. • Developed all market research, coordinated the manufacturing of prototypes and directed the sales and marketing of two new railcar product introductions. • Directed operation of a$300 million joint venture for six years at the$3.5 billion railroad client's headquarters. • Managed all aspects of the sale,rehabilitation and lease of 17,000 railcars at multiple facilities for the railroad industry's largest joint venture. Macdonald & Company 1989-1991 Vice President Privately held company specializing in a full range of lease, financing and advisory services to the railroad and equipment financing industry. Accomplishments include: • Exclusive agent representing five Class I railroads to negotiate,structure and close fixed price purchase option agreements with both financial and operating lessors for lease portfolios in excess of$2.5 billion. • Developed the appropriate transaction structure including puts, calls and zero coupon notes insuring financial accounting compliance and terms acceptable to both the lessor and lessee. • Successfully arranged lease financing on a variety of new and used equipment acquisitions for clients and third parties. Continental Information Systems 1987-1989 Director of Rail Marketing Syracuse headquartered company was the second largest computer lessor in the U.S., behind Comdisco. Managed the rail division for the San Francisco based transportation group, which also originated commercial aircraft and marine leases in C.I.S. public income funds. Accomplishments include: • Responsible for all railroad and intermodal lease originations,terminations and remarketing function. • Managed$25 million of assets in corporate-managed public limited partnerships. • Assisted in a variety of due diligence activities and supported the broker/dealer network involved in marketing C.I.S. income funds. MICHAEL R. WHITLOCK Page Two Southern Pacific Transportation Company 1981-1987 Director of Asset Management Company was a$3.5 billion railroad operating in 15 western states until acquired by Union Pacific Railroad in 1996. • Supervised a staff of five involved in managing an asset base of$300 million. • Directly accountable for maximizing return on investment by achieving the highest fleet utilization at the lowest possible cost without compromising service to the customer. • Structured, negotiated and closed transactions as both a lessor and lessee in addition to providing the market and financial justification for new asset purchases in excess of$50 milloion. McGraw-Edison Company 1979-1981 Marketing.Product Manager Responsible for a$60 million line of both OEM and aftermarket automotive brake and lighting products for the Wagner division. Successfiilly introduced several new product lines including halogen lighting products to the aftermarket. Ford Motor Company 1978-1979 Zone Sales Manager Managed all aspects of corporate sales and administration for the parts and service division to over 20 franchised dealerships in three states. Subsequently promoted to Ford's Motorcraft division and responsible for sales of over$10 million in aftermarket products to independent warehouse distributors. EDUCATION MBA-Marketing Major-Georgia State University,Atlanta, GA 1978 BS in Business-Finance Major-University of Tennessee,Knoxville, TN 1975 a +l RAILROAD INDUSTRIES } INCORPORATED 3 f y7 i 3 - 3 ' Providing cost effective consulting to the Transportation Industry in North.America, .,uth.Amet�ica,=Mexico and Canada for over 16 years: _ _ 4 a § i 9 i RAILROAD INDUSTRIES INCORPORATED Railroad Industries' experience and knowledge in the railroad industry allows the firm to work in all areas of the transportation industry: Finance Marketing Operations Strategic Planning Equipment Planning Equipment Leasing and Acquisition i Railroad Industries current client base includes: Short Line and Terminal Railroads Port Authorities Industrial Firms Transportation Companies Investment Groups Individual Investors States FINANCUL ANALYSIS Railroad Industries has a staff of financial analysts experienced in the transportation industry Specific projects completed include: Analyzing and assisting in acquisitions and divestitures of branch lines, operating companies, and rail assets Preparing proforma financial statements for proposed acquisition and divestitures Developing risk assessment on acquisitions Preparing documents necessary to acquire both loans and grants for Short Line Railroads, Industries and Port Authorities Preparing and calculating Net Liquidation Value and Going Concern Value for branch lines and Short Lines Preparing cost analyses (rail,truck, barge, intermodal) for use in rate negotiations Reviewing and recommending improvements to Company Revenue, Operating and Capital Expenses MARKETING Railroad Industries develops marketing plans that include all facets of marketing: pricing, costing, modal competition, service, and long-term strategies. We are knowledgeable in the transport of all commodities (aggregates, coal, lumber, paper, food, cement, grain, steel/scrap, autos, ores, consumer goods, and 'intermodal) Specific projects completed include: Preparing marketing plans for Short Line and Regional Railroads, Ports and Shippers Developing new programs for increasing on-line rail traffic Preparing,analyzing; and formulating marketing plans based on customer surveys and interviews Developing or reviewing existing rate, cost, and pricing structures for Railroads and Shippers Preparing comprehensive marketing studies for railroad and Industrial Shippers Developing physical distribution and logistic plans for Industrial Shippers Developing and negotiating switching contracts for Short Line Railroads Training and developing Marketing/Sales representatives for Short Line Railroads and Industries Overseeing day to day marketing responsibilities for Short Line Railroads Extensive rate/contract negotiations OPERATIONS Railroad Industries' "hands on" approach to operations, combined with our marketing expertise, allows us to develop operating plans that will meet the needs of the shippers and minimize costs to the transportation company. 5 Specific projects completed include: Preparing Operating Plans for contract switching and short line railroads Evaluating existing operations to improve service to customers and minimize transportation costs Developing detailed Maintenance of Way plans for short line railroads and industrial shippers Extensive training of operating personnel and providing rules, safety classes and conductor/engineer certification Providing detail analysis and evaluations of existing short line track, bridges and structures. Developing timetable and operating book of rules for railroad start-ups. Preparing operating, interchange and trackage rights agreements. Management of rail operations for short line railroads STRATEGIC PLANNING Railroad Industries is adept at developing long-range business, financial and organizational plans for companies planning for the future. roy ,Specific projects completed include: Negotiating with Class I Railroads to assist customers in acquiring,branch lines in several countries. Developing business plans for short line and regional railroads. Developing and setting up of railroads throughout the United States. Completing information for State Rail Plans hi Nevada and New Mexico. Developing an organization,job descriptions and salary levels for existing railroads. Working on several rail merger studies. Preparing, evaluating, and marketing companies for sale .. .y-. ......fir. - :. ...... ....`. •r .� V ... - __ .i t-t EQUIPMENT PLANNING (Utilization, acquisition,leasing and inspection) Railroad Industries' associates experience in asset location, inspection, valuation, acquisition, and leasing has resulted in successfully increasing Companies equipment fleet utilization and decreasing equipment costs for both railcars and locomotives. Specific projects completed include: Analyzing equipment and maintenance leases Locating and Inspecting railcars and locomotives to meet customers' carload needs Analyzing equipment requirements for short line operations and shippers to determine optimal fleet size Maximising equipment utilization through the development of unit trains and multi-car shipments Negotiating cost effective rates for short line railroads and shippers owning or acquiring rail equipment Leasing railcars and locomotives to or for customers as needed RAILROAD INDUSTRIES INCORPORATED ASSOCIATES Gary V. Hunter _Chairman-_ _ 'l Operations, Facilities, Marketing' 775-825-6570 Finance,Equipment, Administration 775-=825-6578-fax Marietta T. Hunter President Administration . 775-825-6570 Y, 775-825-6578 ` fax Suzy Truax Admin. Assistant Administration 775-329-4855 i 775-786-5548 fax `- Leslie D. H.:Riehl Vice President Finance/Mark eting_E 415-381-8764 415-381-8764 fax Vicki S. Henry ':Senior-Associate Marketing/Equipment ., Harold Meeker - Senior Associate - Track& Structures Mike R. Whitlock Associate Marketing/Equipment Charles V. Weart Associate Operations/Training/Safety 1 1 REFERENCES 1. Dave Root, President 9. Greg Wathen,Executive Director 17. Dave Puzan, Plant Manager Willamette Valley Railway Perry County Development Corp.. Lone Star Cement 503-474-1892 812-547-8377 765-653-9766 2. Ken Pippen, President - 1.0.-. -Wayne Wayne Parrish 18. Bill Kirkland, GM/Tranp. Carolina SouthernRailroad :` Apalachicola Northern Railroad Boise Cascade 843-248-8008, . :'=- = -' 850-229-7411 _208-3844246 3. John Levine, Vice President', _ 11. ._j Richard`Neumarin,"Vice President 19. Paul McCarthy,VP Pinsly-Railroad Company - . Hoosier Southern Railroad Rarus Railroad:- 413-568-6426 812-547-3586 406-563-7121 4. Michael J Van Wagnenen 12. Larry"LeMond, Vice President 20. Al Mueller',V1ce President Vice President Eastern,Shore Railroad Pacific,.CoastBuilding A&K Railroad Materials, Inc.. 757-331=1094 510-792 1577 801-974-5484, 5. Bill Anderson, Vice President 13. Mike McCoy, Manager; 21. '-,,%Ralph-Mazzeo, Sr. Asocciate Freight Service Incorporated „ Levin-Richmond Terminal : '`; Thomas,K. Dyer 541-484-2303 510-232-4422 781 ,$62=2075 _- 6." Rick Webb, President 14. John Heffner, Attorney` 22. Roger Nelson; President WATCO Rea, Cross&Auchincloss North America RailNet 316-231-2230 202-785-3700: 817-571-2356 7. John Ashley, Director of Marketing 15. Mike Root;President 23'. Frank Bescher,'Dir./Trans NI Industries, Inc.. Albany&Eastern Railway Waterloo Industries 209-869-7227 541-259-6410 319-833-1569 8. Chuck Laggen, General Manager 16. Mike Hart, President ArkansasMidland Railroad Sierra Railroad 501-844-4444 209-845-8283 -r� max, REiS.UMIES- of ' i n-`z GARY V. HUNTER 6423 Meadow Country Drive -Reno, NV 89509 775-825-6570 Experience Railroad Industries Incorporated Chairman and Chief Executive Officer-Reno,Nevada 1997-Present Chairman and Chief Executive Officer-Hot Springs, Arkansas 1993-1997 President-Reno,Nevada 1989-1993 Railroad Industries is a nationwide management consulting firm which specializes in transportation and physical distribution. The firm, a privately held corporation established in 1983, is owned and controlled by Cary Hunter and Marietta Hunter. Work has included branch line analysis, equipment utilization and analysis, development of operating plans, market development, transportation costing, intermodal analysis, merger studies, developing shortline railroads, and financial analysis. Arkansas Midland Railroad, General Manager 1993-1994 Jones Mill, Arkansas Responsible for the overall operations of a$5 million shortline railroad which includes 131 miles of track, 37 employees, and 21,000 annual carloads. Reporting to me are maintenance of way, maintenance of equipment, operations, marketing, and all agency functions. Responsible for all purchasing activities and real estate transactions. Transportation Marketing Services, Inc., Consultant 1987-1989 Pleasant Hill, California Responsible for achieving revenue and profit objectives of the firm as directed by the President. Duties included market development, strategic planning, equipment analysis, physical distribution analysis, branch line acquisition analysis, competitive analysis, market research, contract rate negotiations, sales development, operations analysis, and development of business plans. Prepared testimony, traffic and revenue projections diversion estimates, and traffic flow analyses for the Anschutz Corporation and Rio Grande Industries in their acquisition of the Southern Pacific Transportation Company. Clients included the government, shippers, transportation companies, and port authorities. Southern Pacific Transportation Company, Marketing Services Department 1986-1987 San Francisco, California Responsible for achieving revenue and profit objectives of the corporation as directed by the Assistant Vice President-Marketing Services. Duties included developing agreements with other railroads, developing a network of short-haul TOFC trains, and evaluating the competitive environment and implications for the corporation. Involved with branch line sales and agreements, working with both investors and financiers to develop short line railroads. Handled Southern Pacific's application for trackage rights in the Union Pacific-Missouri-Kansas-Texas Railroad merger which included a traffic flow analysis, diversion estimates, and revenue projections. Supervised three managers and other staff, GARY V.HUNTER PAGE TWO Southern Pacific Transportation Company, Intermodal Department 1985=1986 - San Francisco, California Responsible for special studies on all aspects of domestic and international TOFC and container traffic as directed by Assistant Vice President-Intermodal. Duties included contract development and negotiations,developing and analyzing costs, developing and analyzing various markets,and pricing. The Intermodal group represented approximately$500 million in annual revenue. Southern Pacific Transportation Company, Market Planning Department 1981-1985 San Francisco, California Responsible for the market development and pricing of the aggregate and cement commodities representing approximately$80 million in annual review. Originally hired as Assistant Manager, Market Development-Bulk Services(May 1981-July 1982), and promoted to Product Manger, Marketing& Sales-Aggregates and Cement(July 1982-1985). Duties included forecasting and analyzing of product market with objective of expanding Southern Pacific's market share, reducing operating costs, and increasing profit margin. Additional responsibilities included negotiation of contracts with customers, developing and analyzing costs, and making commercial decisions involving equipment allocation and acquisition. In response to the Staggers(4R) Act, directed marketing efforts in aggregatestcement from traditional single car rate to unit train contracts which generated a 20% increase in Southern Pacific's share in the western railroad market. Over a three-year period, this represented a net contribution turnaround from an$8 million loss to a$5 million profit. Western Pacific Railroad, Transportation Department 1976-1981 San Francisco and Bay Area Employment included both staff and direct line supervision of railroad operations. Stag position reported to Director-Operating Administration. Responsibilities included projecting and monitoring of annual system operating budget of$70 million;in-depth analysis of operating expenses;working with line managers to determine and coordinate individual terminal and district costs with overall system forecast; presentation of budget variances to Vice President-Operations; and providing guidelines and requirements for the programming of departmental reports. Line position reported to Division Superintendent. Was responsible for directing rail operations in the district between Oakland and Stockton-the fastest growing region on the railroad, which generated $15 million in gross revenue with an operating budget of$2.2 million. Territory comprised a variety of rail operations; main and branch line, industry and road switching, interchange, and joint facilities. Coordinated schedules, assignments, and train performance to customer requirements together with other departments of the railroad(i.e. Sales, Car Distribution, Train Operations/Dispatching, Roadway, and Mechanical). Was responsible for supervision of train and engine operating employees within the district in addition to 20 station employees. GARY V. HUNTER PAGE THREE Education Master of Business Administration, San Francisco State.University 1976-1919 Selected as Master of Business Administration"Alumnus of the Year" 1980 Bachelor of Art, Business Administration, San Francisco State University 1972-1976 Majors: Business, Transportation, and Real Estate Awards Selected to receive the 1998-1999 Who's Who in Executives and Professionals. This award recognizes outstanding professionals. Selected by Citation's to receive the award of Who's Who Among Rising Young Americans for 1992 and 1993. This award recognizes achievements in American Society and Business. Selected by American Biographical Institute to receive the award of 2,000 Notable American Men for 1992 and 1993. This award recognizes past achievements and outstanding service to community, state and nation. Other Activities Trustee, Philip E. Kalthoff Estate 2000-Present Chairman of the Board and Chief Operating Officer,Reno Pacific Rail Corporation 1998-Present Company set up to acquire rail assets. Instructor, San Francisco State University 1983-1993 "California Railroads" seminar in rail transportation developments,past, present,and future. Lecturer, San Francisco State University 1985-1992 "Private Carrier Management" seminar in transportation management. "Traffic Management" seminar in traffic management. "Physical Distribution and Logistics" seminar in physical distribution. Career Mentor, San Francisco State University 1984-1992 Work with students in career and education development. Teaching Assistant, San Francisco State University 1974-1979 "Railroad Excursions." Assisted professor in conducting tours and leading discussions. Invited as guest speaker at San Francisco State University, local groups, and associations. Currently pursuing research on railroad management, equipment, innovations, history, and future projections, as well as transportation policies, and laws of the United States. Involved with business, management, and transportation consulting. LESLIE D.H.RIEHL Vice President and Senior Associate-Railroad Industries Incorporated - Muir Beach, CA Qualifications • Over four years management consulting in marketing,business planning, and finance. • Extensive experience in financial management and in applying financial theory to produce better management planning and action. Successful record of harmonious and productive interactions across all levels of management. • Excellent oral and written communication skills. Have made well-received presentations to top management, large audiences of senior managers, and members of the financing community. • Background and experience in financial planning, mergers, acquisitions, and divestitures, leveraged buyouts, risk analysis, data processing, computer modeling, and market and business planning in a wide range of industries. • Worked with railroad and port facilities throughout the United Stated and abroad. Education MBA Finance- California State University,Hayward 1980 Outstanding Academic Achievement Award,Finance. Graduated first in class. BA Mathematics-University of California, Santa Cruz 1978. Walthamstow Hall, Sevenoaks, England 1972-74 Studied Mathematics and Physics. Experience RAILROAD INDUSTRIES INCORPORATED, 1994-Present rice President and Senior Associate(1998-Present) Senior Associate(1996-98) Associate(1994-96) • Responsible for providing financial analysis, competitive analysis, marketing and cost for various projects. Projects include acquisitions/sales of railroads, market development, port development/evaluation and distribution and logistics work. LESLIE D. H. RIEHL, INC. -Muir Beach, CA 1988-94 President Provide management consulting services to the transportation industry. Major projects: • Detailed market and competitive analyses for a major railroad. • Determined optimal location for terminals/distribution facilities. • Developed databases of grain commodity shippers and transportation suppliers nationwide. • Developed financial analysis for Port development. Lesile D.H. Riehl Page Two CHARLES SCHWAB&COMPANY, INC. - San Francisco, CA 1985-88 Assistant to President(11/86-4/88) Reported directly to President. Developed financial model used to determine the value of the company during buyback from Bank of America. Directed the development of annual operating and capital budgets. Responsible for numerous special projects related to profitability and productivity levels of the company. Director of Branch Performance Analysis(5/85-11/86) Created and installed an automated measurement system designed to measure individual branch and branch network performance in the areas of profitability, customer service levels, productivity, and risk management. Designed and implemented branch managers' and branch employees'annual bonus plan based upon performance. Responsible for development of branch network budgets. SOUTHERN PACIFIC COMPANY- San Francisco, CA 1980-85 Assistant to Chief Financial Officer(12/84-4/85) Responsible for financial planning at Southern Pacific Transportation Company. Reported to CFO. Accomplishments: • Designed and installed a new leasing policy covering all departments and subsidiaries to maximize asset utilization and minimize lease payments. Manager of Capital Budgets(10/83-12/84) Responsible for the financial review of capital projects, operating budgets, and long-term leases. Treasury Department. Accomplishments: • Finance officer on special team assigned to develop a nationwide fiber optic company. Development and implementation of a financial model resulted in the formation of FIBERTRA.K, an 8000 mile fiber optic joint venture. • Prepared risk analysis for real estate company which resulted in the decision against a $300 million investment that would have been unprofitable. • Developed and installed new policies and procedures for the review of capital projects to insure sufficient cash reserves, audit trails, and department accountability. Assistant Manager of Capital Budgets(6/83-10/83) Responsible for the financial review of all merger or acquisition candidates. Treasury Department. Accomplishments: • Analyzed numerous merger and acquisition candidates which resulted in the merger with Santa Fe Industries,the acquisition of a trucking company, and the closure of a $100 million subsidiary. • Developed and installed capital expenditure program that consolidated investment projects from all subsidiaries. Provided management with a method to maximize distribution of cash to subsidiaries for capital projects. Leslie D.H. Riehl Page Three Special Analyst(1/82-6/83) Responsible for the design and development of financial policies for allocation of cash to investment projects. Worked exclusively with communications, land, and pipeline companies in the handling of all request to Board of Directors. Executive Department. Accomplishments: Financial analysis of communications company led to the sale of SP Communications (Sprint) and SP Satellite to GTE in 1982. Developed financial model used to evaluate alternatives available to the transportation subsidiaries. Prepared financial policies used for risk analysis, pricing methodology, hurdle rates,and equipment acquisitions. Financial Analyst(10/81-1/82)- Treasury Department Economic Analyst(10/80-10/81) -Marketing Department VICKI ANN S. HENRY Associate-Railroad Industries Incorporated - San Lorenzo, CA Experience: RAILROAD INDUSTRIES INCORPORATED 1995 Present Associate SOUTHERN PACIFIC LINES, SAN FRANCISCO, CA 1977-95 Commodity Manager(1993-95) Purchasing. Initiate, negotiate and implement multi-year contracts to consolidate the supplier base and reduce life cycle costs for SP Lines' $150 million track and signal material expenditures. Manage a buyer and clerk and set strategies for field office buyers. Managing Director(1991-93) Insulated and Refrigerated Boxcars, Fleet Management. Manage a staff of five persons, responsible for daily car distribution activities and both short- and long-term equipment planning activities. Direct and coordinate staff training to expand their scope and level of responsibility. Implement action programs to contain and reduce equipment rent costs using the quality process. Responsible for$18 mullion annual equipment rents expense budget. Director Planning(1990-91) Plain Boxcars and Flatcars, Fleet Management. Direct all phases of Boxcar and Flatcar equipment decisions for acquisition, lease, sale, disposal and modification and repair. Prepare and present economic justification to top management. Developed annual and five year equipment plans and strategies to improve equipment ROI. Coordinate and implement cross-functionally plans between SP departments and railcar suppliers. Manager Special Projects(1989) Information Services. Coordinator,for developing a single on-line data base for use in an interactive computer environment serving marketing, sales, accounting and rate publishing requirements. Manager Forest Products(1989) Intermodal. Liaison between Forest Products Business Group and Intermodal Marketing. Create bi-modal(truck-rail-truck) rate packages for customers to grow SP's market share while maintaining the existing carload revenue base. General Manager(1986-89) Panel Products, Forest Products. Oversee and grow a$105 million wood products carload rail transportation market. Make pricing decisions to maintain corridor equipment balance while increasing net revenues. Coordinate and train.field staff to improve market knowledge and meet company goals. Provide in-house coordination between Fleet Management, Tariffs and Divisions, Law, Sales and Customer Service Departments. Product Manager(1984-86) Consumer Products Business Group. Design and implement programs to secure rail shipments of consumer products. Establish Boxcar and Intermodal pricing guidelines. Coordinate market research studies for specific market segments to shift truck traffic to rail. Assistant Product Manager-Boxcars(1980-84) Fleet Management. Assist in preparing long-and short-range boxcar fleet planning guidelines. Implement programs to meet fleet size requirement,programs to reload foreign boxcars terminating on SP Lines and monitor SP repair programs. Provide analytical supportfor SP Lines Boxcar Deregulation position strategies. Analyst(1977-80) Establish, monitor and control car supply for both on-line and off-line freight cars. Provide computer programming support and analysis of data to identify low profit market segments_ Complete customer profitability studies outlining the traffic,mix,traffic corridors by commodity and the related profitability. Prepare IRR and NPV information for any proposed equipment repairs or purchases. ALAMEDA COUNTY SPECIAL SCHOOLS, Alameda County, CA 1976-77 Teacher Science and Social Studies, 7th through 12th grade. Extensive research and writing of classroom materials to accommodate the wide range of student abilities in a dynamic and challenging environment. Special Training/Skills: Computer: Mainframe-Mark IV&NOMAD programming; familiar with various methods and systems for data retrieval. PC-Lotus 123;Harvard Graphics; Word Perfect;Microsoft, The Office Karass Negotiating Skills Seminar Brian Long, Win-Win Negotiations and Purchasing Skills Seminars Zenger Miller Quality Training SP Quality Training-Leadership, Team Leader, Process Improvement Education: Master of Business Administration, St. Mary's College of California 1983 Ryan Single Subject Teaching Credential-Life Scie MARIETTA T. HUNTER 6423 Meadow Country Drive - Reno,Nevada 89509 '775-825-6570 Experience Railroad Industries Incorporated President-Reno,NV 1997 Present President- Hot Springs,.AR 1993-1997 Vice President-Reno,NV 1989-1993 Railroad Industries is a management consulting firm which specializes in transportation and physical distribution. The firm, a privately held corporation established in 1983, is owned and controlled by Gary Hunter and Marietta Hunter. Work has included branch line analysis, equipment utilization, development of operating plans, market development, transportation costing, and intermodal analysis. Full of Beans Cafe, Manager-Owner 1989-1993 San Rafael, CA Handles all aspects of the restaurant operations which includes food preparation, ordering,bookkeeping, personnel, advertising and purchasing. Since taking over restaurant, sales have increased 30%. Annual revenue exceeds$200,000 annually. Wells Fargo Bank, N.A., Banking Service Officer 1985-1989 Piedmont, CA Opened new accounts such as checking, savings, custom certificates, business, and market rate accounts in accordance with bank procedures and new accounts policy guide. Explained commonly used services and answer questions regarding difflferent products. Sold new products including different types of loans (personal, auto, real estate). Prepared all necessary loan documents for the Service Center for processing. Participated and supported all bank campaigns involving all consumer products. Responsible for processing daily all new accounts documents. Handled customers' problems and follow-up to ensure that the problem is truly resolved to the customers' satisfaction. Handled stock and bond transactions. Have completed seven courses toward becoming consumer credit certified and have become the first member of the Branch to receive a Business Development Skills Certificate. Wells Fargo Bank, Collection and Exchange,Department 1980-1985 Oakland, CA Handled all incoming and outgoing collections. In`charge of selling and redemption of Series EE Bonds to include payments to Federal Reserve Bank. Exchanged foreign currency and foreign checks to U.S. including processing international money orders, foreign drafts, and cashiers checks. Performed other domestic banking functions such as check cashing, withdrawals, light bookkeeping, sales promotion and customer relations. In charge of wire transfers domestic and international. Supervised two other collection clerks including training on proper bank collection procedures. Education Contra Costa College, Richmond, California Business Major 1979-80, 1984 Lahaina High School, Maui,Hawaii General Studies Graduated, 1976nces, Grades K-121976 California State University, Hayward Bachelor of Science, Biological Science, California State University,Hayward 1975 HAROLD E. MEEKER Associate-Railroad Industries Incorporated - San Carlos, CA Work Experience Associate-Railroad Industries Incorporated- San Carlos, CA 1992-Present Pickering Lackawana Company(Transportation Consultants) 1985-92 Self Employed Consultant to Little Lake Development Corporation, Willits, CA. Assisted local group attempting to buy California Western Railroad. Consultant to Indiana Railroad Company. Assisted in formation of company. Conducted most of the preliminary analyses and prepared the prospectuses for the bankers. Prepared initial engineering planning and verified budgets. Inspected track prior to beginning of operations. Consultant to Triumph Marketing and the ports of San Francisco and Redwood City. Analyzed all of the railroad alternatives relating to the Ports'containers facilities, as well as to both ports' total transportation facilities. Recommended a Belt Railroad to handle all railroad service into and out of the cities. Analyzed the Union Pacific's abandonment as it affects the Port of San Francisco. Union Pacific Railroad-Western Pac j5c Railroad 1966-85 Twenty years starting as Assistant to President and having titles of Assistant Chief Mechanical Officer, Assistant General Manager, District Superintendent, Manager Cost Accounting and Budgets, and Director Cost Analysis. Chesapeake and Ohio Railway Baltimore and Ohio Railroad 1956-66 Ten years starting as Assistant on Engineering Corps, going to Assistant Division Engineer, Assistant Trainmaster, Trainmaster, Assistant Director of Industrial Engineering. Golden Gate University 1977-81 Instructor of Business Administration. Taught night courses while working at Western Pacific. Retired on March 31, 1985 after thirty years were accumulated in lieu of being transferred to Omaha, Nebraska Harold E. Meeker Page Two Education Masters in Business Administration, Golden Gate University, San Francisco, CA 1974 Bachelor of Civil Engineering,Polytechnic Institute of Brooklyn, Brooklyn, NY 1954 Miscellaneous courses in business, real estate and agriculture, Indiana University,Michigan State University, and College of San Mateo, San Mateo, CA. Currently taking tax courses with H&R Block. California Real Estate Broker Studying to become Certified California Tax Practitioner' Military Experience Instructor of Military Roads and Railroads The Engineer School,Fort Belvoir, VA 1956 CHARLES V. WEART Associate—Railroad Industries Incorporated Goodyear,AZ EXPERIENCE Railroad Industries Incorporated Associate 2000-Present C.W. Rail Consulting Service,Inc .Principal 1997-2000 Consulting services to the railroad industry including: _ • Filling any part or parts from the 49 CFR parts 200 to the federal and state regulator. • Operating locomotives for host railroad. • Training locomotive engineers, conductors, and train dispatchers. • Sales and marketing for host railroad. • Interface with federal and state regulators to correct deficiencies. • rate negotiations. • Liaison to the movie and commercial industry. • Haz-mat training. • Operating and safety rules classes. • Construction of operating timetables. • Interfacing with Federal Railroad Administration concerning violations of 49 CFR regulations and corrections to bring railroad into compliance. Railroad Signal,Inc.—Tulsa, OK Southwestern Regional Sales Manager 1996-1997 • Called on prospective customers in an eight-state area to discuss signaling needs. • Sales of crossing signals, hotbox detectors, dragging equipment detectors, CTC installations, etc. • Interfaced with State agencies and the FRA regarding signal installation regulations. Central Railroad Co.—Lawrenceburg, IN General Manager 1995-1996 • Certifying and qualifying supervisor of locomotive engineers. • Responsible for all operations of railroad operating and mechanical departments. • Hired new train and engine service employees. • Shared responsibility for car accounting functions, marketing and rate strategies, and maintenance of way forces. • Designed and implemented operating budget. • Responsible for all FRA reporting and all ongoing training required by FRA. • Interfacing with CSX, Conrail and NS on interchange and trackage rights agreements. • Responsible for company fleet vehicles. f CHARLES V.WEART Page Two Arizona and California Railroad—Parker,AZ Superintendent/Director of Marketing and Operating Practices 1991-1995 • Certifying and qualifying supervisor of locomotive engineers. • Responsible for train operations and locomotive repair facility. • Filed start up reports with FRA and various state agencies. • Interfaced with Santa Fe Railway operating department on Arizona& California Railroad business. • Assisted writing Haz-Mat emergency response guides. • Sales and marketing. • Maintained the Operating Department Book of Rules and Operating Practices. • Assisted with assessment of new line segments. • Interfaced with FRA, ACC and CPUC on all compliance issues and operating practices for Arizona and California and California Northern railroads. • Interfaced with Southern Pacific Transportation Co. on California Northern Railroad business. • Trained new(off the street) engineers, conductors, clerks, and train dispatchers. C.W.Railcar Leasing Corporation—Arvada, CO O►vner 1990-1991 • Consultant to several shortline rail groups in the startup of rail segments in South Carolina and Michigan. ' • Filed all startup reports to various federal and state agencies. • Hired train and engine crews. • Assisted in setting office procedures. • Provided recommendations on locomotives. • Interfaced with Class I operating departments. • Set up train operations and locomotive servicing procedures. • Interfaced with FRA on startup procedures. Wyoming and Colorado Railroad ' Laramie,WY General Manager 1988-1990 Responsible for management and operation of 118 miles of heavy mountain grade railroad. • Accountable for all facets of the operation. • Contract negotiation for offsite track work. • Implementation of Book of Rules, General Orders, Bulletins, Train Dispatcher Records as required by 49 CFR. • Community Public Relations. • Initial startup of the Wyoming and Colorado, Arizona Central Railroad and Oregon Eastern Railroad. CHARLES V. WEART Page Three Great Western Railway —Loveland, CO Dace President 1982-1988 Assisted in management and operations of 57 miles of railroad. • Heavy emphasis in marketing and sales. • Purchase, repairs, leasing and sales of locomotives and rolling stock. • Negotiated contracts for off-site track work and locomotive repairs. • Established operating procedures for on-site shippers and private operators. • Conducted safety seminars for on-site shippers. _ • Certified Designated Supervisor of locomotive engineers. • Familiar with personal computers and use of Windows 95, MS Word, MS Office, MS Outlook, Lotus 1-2-3, and Word Perfect as well as PC-based software packages used in railroad environment. Familiar with RAG car accounting program as well as Union Pacific, Santa Fe, Southern Pacific on-line service computer. • Certified Presenter for Operation Lifesaver. MICHAEL R.VWHITLOCK Associate —Railroad Industries Incorporated Lafayette, CA EXPERIENCE Railroad Industries Incorporated 2000-Present, Associate The Greenbrier Companies 1991-2000 Director—Market Development Company is a$550 million manufacturer of railcars,intermodal equipment, and freight car repair/rehabilitation sere ices. Accomplishments include: • Responsible for sales and leasing of new and used railcars to the 500+U.S. shortline and regional railroads. • Developed all market research, coordinated the manufacturing of prototypes and directed the sales and marketing of two new railcar product introductions. • Directed operation of a$300 million joint venture for six years at the$3.5 billion railroad client's headquarters. • Managed all aspects of the sale,rehabilitation and lease of 17,000 railcars at multiple facilities for the railroad industry's largest joint venture. Macdonald & Company 1989-1991 Vice President Privately held company specializing in a full range of lease, financing and advisory services to the railroad and equipment financing industry. Accomplishments include: • Exclusive agent representing five Class I railroads to negotiate, structure and close fixed price purchase option agreements with both financial and operating lessors for lease portfolios in excess of$2.5 billion. • Developed the appropriate transaction structure including puts,calls and zero coupon notes insuring financial accounting compliance and terms acceptable to both the lessor and lessee.' • Successfully arranged lease financing on a variety of new and used equipment acquisitions for clients and third parties. Continental Information Systems 1987-1989 Director of Rail Marketing Syracuse headquartered company was the second largest computer lessor in the U.S.,behind Comdisco. Managed the rail division for the San Francisco based transportation group, which also originated commercial aircraft and marine leases in C.I.S.public income funds. Accomplishments include: • Responsible for all railroad and intermodal lease originations,terminations and remarketing function. • Managed$25 million of assets in corporate-managed public limited partnerships. • Assisted in a variety of due diligence activities and supported the broker/dealer network involved in marketing C.I.S. income funds. w MICHAEL R. WHITLOCK Page Two Southern Pacific Transportation Company 1981-1987 Director of Asset Management Company was a$3.5 billion railroad operating in 15 western states until acquired by Union Pacific Railroad in 1996. • Supervised a staff of five involved in managing an asset base of$300 million. • Directly accountable for maximizing return on investment by achieving the highest fleet utilization at the lowest possible cost without compromising service to the customer. • Structured, negotiated and closed transactions as both a lessor and lessee in addition to providing the market and financial justification for new asset purchases in excess of$50 milloion. McGraw-Edison Company 1979-1981 Marketing.Product Manager Responsible for a$60 million line of both OEM and aftermarket automotive brake and lighting products for the Wagner division. Successfully introduced several new product lines including halogen lighting products to the aftermarket. Ford Motor Company 1978-1979 Zone Sales Manager Managed all aspects of corporate sales and administration for the parts and service division to over 20 franchised dealerships in three states. Subsequently promoted to Ford's Motorcraft division and responsible for sales of over$10 million in aftermarket products to independent, warehouse distributors. EDUCATION MBA-Marketing Major- Georgia State University,Atlanta, GA 1978 BS in Business-Finance Major-University of Tennessee,Knoxville, TN 1975 RAILROAD INDUSTRIES INCORPORATED 6423 Meadow Country Drive Reno, Nevada 89509 ---- 775-825-6570 775-825-6578 (FAX) MAY 10 2001 May 7, 2001 Ms. Shelly Badger City of Yelm PO Box 479 Yelm, WA 98597 Dear Shelly: I enjoyed speaking with you the other day concerning the City of Yelm owned railroad. I am enclosing material on Railroad Industries for your review. Railroad Industries has worked and helped many railroads in your situation and we have been successful. Given what I know about your railroad, I believe we could help work with you and the City of Yelm on developing this 5 miles of railroad. Please review the enclosed materials and lets plan to talk next week. Sincerely, f f J.;/ ary .Hunter