Decision No. 706-R-2002

December 31, 2002

File No. R 8005/M5

By Decision No. 690-R-2002, the Canadian Transportation Agency (hereinafter the Agency) issued a Certificate of fitness, effective December 30, 2002, to Montreal, Maine & Atlantic Railway, Ltd. and the Montreal, Maine & Atlantic Canada Company (hereinafter MMA and MMAC). In that same Decision, in light of the acquisition by MMA and MMAC of the lines of railway of the Bangor and Aroostook Railroad Company and its wholly-owned subsidiary, the Van Buren Bridge Company, and the Canadian American Railroad Company, the Agency cancelled the certificates of fitness issued to those two companies, effective January 1, 2003.

On December 30, 2002, the Canadian American Railway Company advised the Agency that the acquisitions as proposed may not close by December 31, 2002, and that the current entities will require the continuance of Certificate of fitness No. 97018 and Certificate of fitness No. 97019 beyond January 1, 2003.

Section 32 of the Canada Transportation Act (hereinafter the CTA) states that:

The Agency may review, rescind or vary any decision or order made by it or may re-hear any application before deciding it if, in the opinion of the Agency, since the decision or order or the hearing of the application, there has been a change in the facts or circumstances pertaining to the decision, order or hearing.

The Agency acknowledges that the proposed acquisitions may not occur prior to January 1, 2003 and, as a result, the Bangor and Aroostook Railroad Company and its wholly-owned subsidiary, the Van Buren Bridge Company and the Canadian American Railroad Company, due to operational necessity will require the continuance of their certificates of fitness beyond January 1, 2003.

The Agency also notes that the insurance coverage and self-insurance that exist and which support the existing certificates have not changed.

In light of the foregoing, the Agency, pursuant to section 32 of the CTA, hereby varies Decision No. 690-R-2002, by deleting the last paragraph of that Decision wherein the Certificates of fitness of the Bangor and Aroostook Railroad Company and its wholly-owned subsidiary, the Van Buren Bridge Company, and the Canadian American Railroad Company were cancelled.

The Agency will, following the closure of the subject transactions, examine the matter to determine whether the certificates of fitness of the Bangor and Aroostook Railroad Company and its wholly-owned subsidiary, the Van Buren Bridge Company, and the Canadian American Railroad Company should be cancelled.