AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENTSyndicated Facility Agreement • October 20th, 2016 • Genesee & Wyoming Inc • Railroads, line-haul operating
This SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT (this “Credit Agreement”) is made as of March 20, 2015 by and among (a) GENESEE & WYOMING INC., a Delaware corporation (“GWI”), and RP ACQUISITION COMPANY TWO, a Delaware corporation (“RP” and, together with GWI and any Designated Domestic Subsidiary (as defined below), 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 liability company incorporated under the laws of the Commonwealth of Australia (the “Australian Borrower”), (d) ROTTERDAM RAIL FEEDING B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands with its statutory seat in Dordrecht, the Netherlands (the “Rotterdam Rail Feeding”) and ERS RAILWAYS B.V., a private limited liability company (besloten vennoot
