AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENTSenior Secured Syndicated Facility Agreement • March 25th, 2015 • Genesee & Wyoming Inc • Railroads, line-haul operating
This AMENDMENT NO. 1, dated as of March 20, 2015 (this “Amendment”), to the AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT is entered into among GENESEE & WYOMING INC., a Delaware corporation (“GWI”), and RP ACQUISITION COMPANY TWO, a Delaware corporation (“RP” and, together with GWI, collectively, the “Domestic Borrowers”), QUEBEC GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec, Canada (the “Canadian Borrower”), GENESEE & WYOMING AUSTRALIA PTY LTD (ACN 079 444 296), a proprietary limited liability company incorporated under the laws of the Commonwealth of Australia (the “Australian Borrower”), GWI UK ACQUISITION COMPANY LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower”), GWI UK HOLDING LIMITED (the “UK Guarantor” and, together with the UK Borrower, the “UK Loan Parties”), ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherland
