THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of July 29, 2011 among GENESEE & WYOMING INC. and RP ACQUISITION COMPANY TWO, as Domestic Borrowers QUEBEC GATINEAU RAILWAY INC., as Canadian Borrower ROTTERDAM RAIL FEEDING...Revolving Credit and Term Loan Agreement • August 2nd, 2011 • Genesee & Wyoming Inc • Railroads, line-haul operating
This THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Credit Agreement”) is made as of July 29, 2011 by and among (a) GENESEE & WYOMING INC., a Delaware corporation (“GWI”) and RP ACQUISITION COMPANY TWO, a Delaware corporation (“RP” and, together with GWI, collectively, the “Domestic Borrowers”), (b) QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec, Canada (the “Canadian Borrower”), (c) GENESEE & WYOMING AUSTRALIA PTY LTD (ACN 079 444 296), a proprietary limited company incorporated under the laws of Australia (the “Australian Borrower”), (d) ROTTERDAM RAIL FEEDING B.V., a private limited liability company constituted under the laws of the Netherlands (the “European Borrower”), (e) the Subsidiaries of GWI listed on Schedule I hereto and any other Person which may become a guarantor of the Obligations in accordance with §9.14 (the “U.S. Guarantors”), (f) GENESEE & WYOMING CANADA INC., HURON CENTRAL RAILWAY INC., MIRABEL RAILWAY
