Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1

TO

AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT

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 Netherlands with its statutory seat in Dordrecht, the Netherlands (the “ European Borrower ” and, together with the Domestic Borrowers, the Canadian Borrower and the Australian Borrower, the “ Existing Borrowers ” and, together with the UK Borrower, the “ Borrowers ”), the Guarantors, the Lenders, BANK OF AMERICA, N.A. , acting as UK Agent (in such capacity, including any successors, the “ UK Agent ”), BANK OF AMERICA, N.A. , acting as Administrative Agent, Canadian Agent and European Agent (collectively in such capacities and including any successors in such capacities, the “ Existing Agents ” and, together with the UK Agent, the “ Agents ”), the Additional Term Lenders (as defined below) party hereto with respect to the Additional Term Loan Commitments (as defined below) and the Additional Revolving Lenders (as defined below) party hereto with respect to the Additional Revolving Loan Commitments (as defined below), and amends the Amended and Restated Senior Secured Syndicated Facility Agreement, dated as of May 27, 2014 (as amended to the date hereof and as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) by and among the Existing Borrowers, the institutions from time to time party thereto as Lenders (the “ Lenders ”), the Existing Agents and the Guarantors. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, §27 of the Credit Agreement provides that the Loan Parties may amend the Credit Agreement or any other Loan Document with the consent of the Required Lenders or Lenders, as applicable;

WHEREAS, on the date hereof, the Existing Borrowers, the Existing Agents, each existing Required Lender under the Credit Agreement who has executed a Consent (as defined below), the Additional Term Lenders and the Additional Revolving Lenders desire to amend and restate the Credit Agreement to, among other things, (i) refinance the Domestic Term Loans thereunder with new term loans (including any Additional Domestic Term Loans, the “ Tranche B Domestic Term Loans ”; each such commitment (including any Additional Domestic Term Loan Commitments) to make such Tranche B Domestic Term Loans, a “ Tranche B Domestic Term Loan Commitment ” and each such lender of Tranche B Domestic Term Loans, a “ Tranche B Domestic Term Lender ”) in an aggregate principal amount listed on Schedule II (the “ Commitment Schedule ”) to the Second Amended and Restated Credit Agreement (as defined below), (ii) refinance the Australian Term Loans thereunder with new term loans (including any Additional Australian Term Loans, the “ Tranche B Australian Term Loans ” and, collectively with the Tranche B Domestic Term Loans and Tranche B UK Term Loans (as defined below), the “ Tranche B Term Loans ”; each such commitment to make such Tranche B Australian Term Loans

(including any Additional Australian Term Loan Commitments, a “ Tranche B Australian Term Loan Commitment ” and, collectively with the Tranche B Domestic Term Loan Commitments and Tranche B UK Term Loan Commitments (as defined below), the “ Tranche B Term Loan Commitments ”; each such lender of Tranche B Australian Term Loans, a “ Tranche B Australian Term Lender ” and, collectively with the Tranche B Domestic Term Lenders (including any Additional Term Lenders) and Tranche B UK Term Lenders (as defined below), the “ Tranche B Term Lenders ”) in an aggregate principal amount listed on the Commitment Schedule, (iii) create a new tranche of UK term loans thereunder (the “ Tranche B UK Term Loans ”; each such commitment to make such Tranche B UK Term Loans, a “ Tranche B UK Term Loan Commitment ” and, each such lender of Tranche B UK Term Loans, a “ Tranche B UK Term Lender ” in an aggregate principal amount listed on the Commitment Schedule, (iv) refinance and reallocate the aggregate principal amount of Domestic Revolving Loans thereunder with new revolving credit loans (the “ Tranche B Domestic Revolving Loans ”; each such commitment to make such Tranche B Domestic Revolving Loans, a “ Tranche B Domestic Revolving Loan Commitment ” and each such lender of such Tranche B Domestic Revolving Loans, a “ Tranche B Domestic Revolving Lender ”) in an aggregate principal amount listed on the Commitment Schedule, (v) refinance and reallocate the aggregate principal amount of Canadian Revolving Loans thereunder with new revolving credit loans (the “ Tranche B Canadian Revolving Loans ”; each such commitment to make such Tranche B Canadian Revolving Loans, a “ Tranche B Canadian Revolving Loan Commitment ” and each such lender of such Tranche B Canadian Revolving Loans, a “ Tranche B Canadian Revolving Lender ”) in an aggregate principal amount listed on the Commitment Schedule, (vi) refinance and increase the European Revolving Loans thereunder with new revolving credit loans (the “ Tranche B European Revolving Loans ”; each such commitment to make such Tranche B European Revolving Loans, a “ Tranche B European Revolving Loan Commitment ” and each such lender of such Tranche B European Revolving Loans, a “ Tranche B European Revolving Lender ”) in an aggregate principal amount listed on the Commitment Schedule, (vii) permit the creation of new UK revolving commitments in an aggregate principal amount as set forth in the Commitment Schedule (the “ Tranche B UK Revolving Loan Commitments ”) and the UK revolving loans thereunder (the “ Tranche B UK Revolving Loans ”), and holders and lenders of such Tranche B UK Revolving Loans and/or Commitments, the “ Tranche B UK Revolving Lenders ” (and, together with the Tranche B UK Term Lenders, the “ Tranche B UK Lenders ”) and (viii) refinance and reallocate the aggregate principal amount of Australian Revolving Loans thereunder with new revolving credit loans (the “ Tranche B Australian Revolving Loans ”, and collectively with the Tranche B Domestic Revolving Loans, Tranche B Canadian Revolving Loans, Tranche B UK Revolving Loans and Tranche B European Revolving Loans (including any Additional Revolving Loans), the “ Tranche B Revolving Loans ; each such commitment to make such Tranche B Australian Revolving Loans, a “ Tranche B Australian Revolving Loan Commitment ” and, collectively with the Tranche B Domestic Revolving Loan Commitments, Tranche B Canadian Revolving Loan Commitments, Tranche B UK Revolving Loan Commitments and Tranche B European Revolving Loan Commitments (including any Additional Revolving Loan Commitments), the “ Tranche B Revolving Loan Commitments ”; each such lender of such Tranche B Australian Revolving Loans, a “ Tranche B Australian Revolving Lender ” and, collectively with the Tranche B Domestic Revolving Lenders, the Tranche B Canadian Revolving Lenders, Tranche B UK Revolving Lenders and the Tranche B European Revolving Lenders (including any Additional Revolving Lenders), the “ Tranche B Revolving Lenders ”) in an aggregate principal amount of listed on the Commitment Schedule, in each case, on terms and conditions set forth herein and in the Second Amended and Restated Credit Agreement;

WHEREAS, upon the effectiveness of this Amendment, each Domestic Term Lender that shall have executed and delivered a signature page to this Amendment (a “ Consent ”) under the Cashless Settlement Option described below (each, a “ Cashless Option Domestic Term Lender ”) shall be deemed to have exchanged all (or such lesser amount as the Administrative Agent may allocate) of its Domestic Term Loans under the Credit Agreement (which existing Domestic Term Loans shall thereafter no longer be deemed to be outstanding) for Tranche B Domestic Term Loans (such Tranche B Domestic Term

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Loans to be classified as Term Loans under the Second Amended and Restated Credit Agreement) in the same aggregate principal amount as such Domestic Term Lender’s Domestic Term Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate) (the “ Exchanged Domestic Term Loans ”), and such Domestic Term Lender shall thereafter be a Term Lender under the Second Amended and Restated Credit Agreement;

WHEREAS, upon the effectiveness of this Amendment, each Domestic Term Lender that shall have executed and delivered a Consent under the Post-Closing Settlement Option described below (in which case such Domestic Term Lender shall acquire by novation the principal amount of Tranche B Domestic Term Loans under the Second Amended and Restated Credit Agreement committed to separately by such Domestic Term Lender (or such lesser amount as the Administrative Agent may allocate)), each Domestic Lender that shall not have executed a Consent shall be repaid in full, and the Domestic Borrowers shall pay to each such Domestic Term Lender all accrued and unpaid interest on the Domestic Term Loans to, but not including, the date of effectiveness of the Amendment;

WHEREAS, upon the effectiveness of this Amendment, the Domestic Borrowers will prepay the Domestic Term Loans outstanding immediately prior to the Restatement Effective Date of each Domestic Lender, other than the Cashless Option Domestic Term Lenders, and the Domestic Borrowers shall enter into new Tranche B Domestic Term Loan Commitments to (i) replace such prepaid Domestic Term Loans and (ii) increase the aggregate principal amount of Domestic Term Loans (such new Tranche B Domestic Term Loan Commitments, the “ Additional Domestic Term Loan Commitments ”);

WHEREAS, upon the effectiveness of this Amendment, each Australian Lender that shall have executed and delivered a Consent under the Cashless Settlement Option described below (each, a “ Cashless Option Australian Term Lender ” and with the Cashless Option Domestic Term Lenders, each a “ Cashless Option Term Lender ”) shall be deemed to have exchanged all (or such lesser amount as the Administrative Agent may allocate) of its Australian Term Loans under the Credit Agreement (which existing Australian Term Loans shall thereafter no longer be deemed to be outstanding) for Tranche B Australian Term Loans (such Tranche B Australian Term Loans to be classified as Term Loans under the Second Amended and Restated Credit Agreement) in the same aggregate principal amount as such Australian Lender’s Australian Term Loans under the Credit Agreement (or such lesser amount as the Administrative Agent may allocate) (the “ Exchanged Australian Term Loans ”, and collectively with the Exchanged Domestic Term Loans, the “ Exchanged Term Loans ”), and such Australian Lender shall thereafter be an Term Lender under the Second Amended and Restated Credit Agreement;

WHEREAS, upon the effectiveness of this Amendment, each Australian Lender that shall have executed and delivered a Consent under the Post-Closing Settlement Option described below (in which case such Australian Lender shall acquire by novation the principal amount of Tranche B Australian Term Loans under the Second Amended and Restated Credit Agreement committed to separately by such Australian Lender (or such lesser amount as the Administrative Agent may allocate)), each Australian Lender that shall not have executed a Consent shall be repaid in full, and the Australian Borrower shall pay to each such Australian Lender all accrued and unpaid interest on the Australian Term Loans to, but not including, the date of effectiveness of the Amendment;

WHEREAS, upon the effectiveness of this Amendment, the Australian Borrower will prepay the Australian Term Loans outstanding immediately prior to the Restatement Effective Date of each Australian Lender, other than the Cashless Option Australian Term Lenders, and the Australian Borrowers shall enter into new Tranche B Australian Term Loan Commitments to (i) replace such prepaid Australian Term Loans and (ii) increase the aggregate principal amount of Australian Term Loans (such new Tranche B Australian Term Loan Commitments pursuant to this clause (ii), the “ Australian Upsize

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Term Commitments ” and any Lender holding such Commitments, an “ Australian Upsize Commitment ”; such new Tranche B Australian Term Loan Commitments pursuant to clauses (i) and (ii), the “ Additional Australian Term Loan Commitments ” and, collectively with the Additional Domestic Term Loan Commitments, the “ Additional Term Loan Commitments ” and any Lender holding such Commitments, an “ Additional Term Lender ”);

WHEREAS, the Additional Term Lenders have agreed to (i) make Tranche B Domestic Term Loans to the Domestic Borrowers on the Restatement Effective Date in an amount equal to the Additional Domestic Term Loan Commitments (such Domestic Term Loans, the “ Additional Domestic Term Loans ”), (ii) make Tranche B Australian Term Loans to the Australian Borrowers on the Restatement Effective Date in an amount equal to the Additional Australian Term Loan Commitments (such Tranche B Australian Term Loans, the “ Additional Australian Term Loans ”, and, collectively with the Additional Domestic Term Loans and Tranche B UK Term Loans, the “ Additional Term Loans ”) and (iii) make Tranche B UK Term Loans to the UK Borrower on the Restatement Effective Date in an amount equal to the Tranche B UK Term Loan Commitments;

WHEREAS, each Domestic Revolving Lender that executes and delivers a Consent (each, a “ Cashless Option Domestic Revolving Lender ”) agrees upon effectiveness of this Amendment to have its existing Domestic Revolving Loan Commitment and its outstanding Domestic Revolving Loans thereunder (if any) exchanged into a Tranche B Domestic Revolving Loan Commitment (each Tranche B Domestic Revolving Loan Commitment, an “ Exchanged Domestic Revolving Commitment ”) and Tranche B Domestic Revolving Loans, respectively (or such lesser amount(s) as the Administrative Agent may allocate) (such Domestic Revolving Loans, the “ Exchanged Domestic Revolving Loans ), effective as of the Restatement Effective Date;

WHEREAS, upon the effectiveness of this Amendment, the Domestic Borrowers will (x) terminate the Domestic Revolving Loan Commitments outstanding immediately prior to the Restatement Effective Date of each Domestic Lender other than a Cashless Option Domestic Revolving Lender, in which case, the Domestic Borrowers shall pay to each such Domestic Lender all accrued fees and interest related to such Domestic Lender’s Domestic Revolving Loan Commitments to, but not including, the Restatement Effective Date and (y) enter into new Tranche B Domestic Revolving Loan Commitments (i) to replace such terminated Domestic Revolving Loan Commitments and (ii) increase the aggregate principal amount of Domestic Revolving Loan Commitments (such new Tranche B Domestic Revolving Loan Commitments, the “ Additional Domestic Revolving Loan Commitments ”);

WHEREAS, each Canadian Lender that executes and delivers a Consent (each, a “ Cashless Option Canadian Revolving Lender ”) agrees upon effectiveness of this Amendment to have its existing Canadian Revolving Loan Commitment and its outstanding Canadian Revolving Loans thereunder (if any) exchanged into a Tranche B Canadian Revolving Loan Commitment (each Canadian Revolving Loan Commitment, an “ Exchanged Canadian Revolving Commitment ”) and Tranche B Canadian Revolving Loans, respectively (or such lesser amount(s) as the Administrative Agent may allocate) (such Canadian Revolving Loans, the “ Exchanged Canadian Revolving Loans ), effective as of the Restatement Effective Date;

WHEREAS, upon the effectiveness of this Amendment, the Canadian Borrower will (x) terminate the Canadian Revolving Loan Commitments outstanding immediately prior to the Restatement Effective Date of each Canadian Lender other than a Cashless Option Canadian Revolving Lender, in which case, the Canadian Borrower shall pay to each such Canadian Lender all accrued fees and interest related to such Canadian Lender’s Canadian Revolving Loan Commitments to, but not including, the Restatement Effective Date and (y) enter into new Tranche B Canadian Revolving Loan Commitments to (i) replace such terminated Canadian Revolving Loan Commitments and (ii) reduce the allocation of the aggregate principal amount of Canadian Revolving Loan Commitments (such new Tranche B Canadian Revolving Loan Commitments, the “ Additional Canadian Revolving Loan Commitments ”);

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WHEREAS, each European Lender that executes and delivers a Consent (each, a “ Cashless Option European Revolving Lender ”) agrees upon effectiveness of this Amendment to have its existing European Commitment and its outstanding European Loans thereunder (if any) exchanged into a Tranche B European Revolving Loan Commitment (each European Revolving Loan Commitment, an “ Exchanged European Revolving Commitment ”) and Tranche B European Revolving Loans, respectively (or such lesser amount(s) as the Administrative Agent may allocate) (such European Loans, the “ Exchanged European Revolving Loans ), effective as of the Restatement Effective Date;

WHEREAS, upon the effectiveness of this Amendment, the European Borrower will (x) terminate the European Commitments outstanding immediately prior to the Restatement Effective Date of each European Lender other than a Cashless Option European Revolving Lender, in which case, the European Borrower shall pay to each such European Lender all accrued fees and interest related to such European Lender’s European Commitments to, but not including, the Restatement Effective Date and (y) enter into new Tranche B European Revolving Loan Commitments to (i) replace such terminated European Commitments and (ii) increase the aggregate principal amount of European Loan Commitments (such new Tranche B European Revolving Loan Commitments, the “ Additional European Revolving Loan Commitments ”);

WHEREAS, each Australian Revolving Lender that executes and delivers a Consent (each, a “ Cashless Option Australian Revolving Lender ”, and together with Cashless Option Domestic Revolving Lender, the Cashless Option Canadian Revolving Lender and the Cashless Option European Revolving Lender, the “ Cashless Option Revolving Lenders ”) agrees upon effectiveness of this Amendment to have its existing Australian Revolving Loan Commitment exchanged into a Tranche B Australian Revolving Loan Commitment (each Australian Revolving Loan Commitment, an “ Exchanged Australian Revolving Commitment ” and collectively with the Exchanged Domestic Revolving Commitments, the Exchanged Canadian Revolving Commitments and the Exchanged European Revolving Commitments, the “ Exchanged Revolving Commitments ”) and Tranche B Australian Revolving Loans, respectively (or such lesser amount(s) as the Administrative Agent may allocate) (such Australian Revolving Loans, the “ Exchanged Australian Revolving Loans ” and collectively with the Exchanged European Revolving Loans, the Exchanged Domestic Revolving Loans and the Exchanged Canadian Revolving Loans, the “ Exchanged Revolving Loans ), effective as of the Restatement Effective Date;

WHEREAS, upon the effectiveness of this Amendment, the Australian Borrower will (x) terminate the Australian Revolving Loan Commitments outstanding immediately prior to the Restatement Effective Date of each Australian Lender other than a Cashless Option Australian Revolving Lender, in which case the Australian Borrower shall pay to each such Australian Lender all accrued fees and interest related to such Australian Lender’s Australian Revolving Loan Commitments to, but not including, the Restatement Effective Date and (y) enter into new Tranche B Australian Revolving Loan Commitments to (i) replace such terminated Australian Revolving Loan Commitments and (ii) reduce the allocation of the aggregate principal amount of Australian Revolving Loan Commitments (such new Tranche B Australian Revolving Loan Commitments, the “ Additional Australian Revolving Loan Commitments ,” and, together with the Additional Domestic Revolving Loan Commitments, the Additional Canadian Revolving Loan Commitments, Tranche B UK Revolving Loan Commitments and the Additional European Revolving Loan Commitments, the “ Additional Revolving Loan Commitments ,” and any Lender holding such Commitments, an “ Additional Revolving Lender ,” and, together with the Additional Term Lenders, the “ Additional Lenders ”);

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WHEREAS, the Additional Revolving Lenders have agreed to (i) provide the Additional Domestic Revolving Loan Commitments to the Domestic Borrowers on the Restatement Effective Date, (ii) provide the Additional Australian Revolving Loan Commitments to the Australian Borrower on the Restatement Effective Date, (iii) provide the Additional European Revolving Loan Commitments to the European Borrower on the Restatement Effective Date, (iv) provide the Tranche B UK Revolving Loan Commitments to the UK Borrower and (v) provide the Additional Canadian Revolving Loan Commitments to the Canadian Borrower on the Restatement Effective Date;

WHEREAS, the Agents, the Borrowers, the Additional Term Lenders, the Additional Revolving Lenders and the other Lenders signatory hereto are willing to so agree pursuant to §27 of the Credit Agreement, subject to the conditions set forth herein; and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendment and Restatement .

Effective as of the Restatement Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended and restated in the form of Annex A hereto (as so amended and restated, the “ Second Amended and Restated Credit Agreement ”).

SECTION 2. Term Lenders . Each Cashless Option Term Lender and each Additional Term Lender hereby agrees, after the effectiveness of this Amendment and on the terms and conditions set forth herein, to make or exchange, as applicable, its Domestic Term Loan, Australian Term Loan and/or UK Term Loan under the Credit Agreement in accordance with §3.1 of the Second Amended and Restated Credit Agreement. Subject to and upon the terms and conditions set forth herein, each applicable Additional Term Lender agrees to make, after the effectiveness of this Amendment, (i) a Term Loan to the Domestic Borrowers (which shall replace the Domestic Term Loans existing prior to such date and be considered Tranche B Domestic Term Loans for all purposes hereunder), in an amount indicated on the Commitment Schedule minus the aggregate amount of Exchanged Domestic Term Loans (or such lesser amount as the Administrative Agent may allocate), (ii) a Term Loan to the Australian Borrower (which shall replace the Australian Term Loans existing prior to such date and be considered Tranche B Australian Term Loans for all purposes hereunder), in an amount indicated on the Commitment Schedule minus the aggregate amount of Exchanged Australian Term Loans (or such lesser amount as the Administrative Agent may allocate) and (iii) a UK Term Loan to the UK Borrower in an amount indicated on the Commitment Schedule. Each such party shall, effective on the Restatement Effective Date, automatically become a party to the Second Amended and Restated Credit Agreement as a Term Lender. Each Tranche B Term Lender and each Additional Term Lender hereby consents to such Lender’s applicable Commitment Percentage as set forth on Schedule II of the Second Amended and Restated Credit Agreement (the “ Commitment Schedule ”).

SECTION 3. Revolving Lenders.

(a) Each Cashless Option Revolving Lender below hereby agrees, after the effectiveness of this Amendment and on the terms and conditions set forth herein, to exchange (i) its existing Domestic Revolving Loan Commitment into a Tranche B Domestic Revolving Loan Commitment in the amount allocated to such Domestic Lender under the Commitment Schedule (and, in the case of any Domestic Revolving Loan that is outstanding on the Restatement Effective Date, such Domestic Revolving Loan shall be cashlessly repaid with the proceeds of a Tranche B Domestic Revolving Loan in equal amount made under the Tranche B Domestic Revolving Loan Commitment),

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(ii) its existing Canadian Revolving Loan Commitment into a Tranche B Canadian Revolving Loan Commitment in the amount allocated to such Canadian Lender under the Commitment Schedule (and, in the case of any Canadian Revolving Loan that is outstanding on the Restatement Effective Date, such Canadian Revolving Loan shall be cashlessly repaid with the proceeds of a Tranche B Canadian Revolving Loan in equal amount made under the Tranche B Canadian Revolving Loan Commitment), (iii) its existing European Commitment into a Tranche B European Revolving Loan Commitment in the amount allocated to such European Lender under the Commitment Schedule (and, in the case of any European Revolving Loan that is outstanding on the Restatement Effective Date, such European Revolving Loan shall be cashlessly repaid with the proceeds of a Tranche B European Revolving Loan in equal amount made under the Tranche B European Revolving Loan Commitment) and (iv) its existing Australian Revolving Loan Commitment into a Tranche B Australian Revolving Loan Commitment in the amount allocated to such Australian Lender under the Commitment Schedule (and, in the case of any Australian Revolving Loan that is outstanding on the Restatement Effective Date, such Australian Revolving Loan shall be cashlessly repaid with the proceeds of a Tranche B Australian Revolving Loan in equal amount made under the Tranche B Australian Revolving Loan Commitment);

(b) Subject to and upon the terms and conditions set forth herein, each applicable Additional Revolving Lender agrees to extend, after effectiveness of this Amendment, (i) new Domestic Revolving Loan Commitments to the Domestic Borrowers (which shall replace certain Domestic Revolving Loan Commitments existing prior to such date and be considered Tranche B Domestic Revolving Loan Commitments for all purposes hereunder), in an amount indicated on the Commitment Schedule minus the aggregate amount of Exchanged Domestic Revolving Loans (or such lesser amount as the Administrative Agent may allocate), (ii) new Australian Revolving Loan Commitments to the Australian Borrower (which shall replace certain Australian Revolving Loan Commitments existing prior to such date and be considered Tranche B Australian Revolving Loan Commitments for all purposes hereunder), in an amount indicated on the Commitment Schedule minus the aggregate amount of Exchanged Australian Revolving Loans (or such lesser amount as the Administrative Agent may allocate), (iii) new European Revolving Loan Commitments to the European Borrower (which shall replace certain European Revolving Loan Commitments existing prior to such date and be considered Tranche B European Revolving Loan Commitments for all purposes hereunder), in an amount indicated on the Commitment Schedule minus the aggregate amount of Exchanged European Revolving Loans (or such lesser amount as the Administrative Agent may allocate),(iv) new Canadian Revolving Loan Commitments to the Canadian Borrower (which shall replace certain Canadian Revolving Loan Commitments existing prior to such date and be considered Tranche B Canadian Revolving Loan Commitments for all purposes hereunder), in an amount indicated on the Commitment Schedule minus the aggregate amount of Exchanged Canadian Revolving Loans (or such lesser amount as the Administrative Agent may allocate) and (v) new UK Revolving Loan Commitments to the UK Borrower (which shall be considered Tranche B UK Revolving Loan Commitments for all purposes hereunder), in an amount indicated on the Commitment Schedule;

(c) Each Tranche B Revolving Lender shall, effective on the Restatement Effective Date, automatically become party to the Second Amended and Restated Credit Agreement as a Revolving Lender; and

(d) Each Tranche B Revolving Lender and each Additional Revolving Lender hereby consents to such Tranche B Revolving Lender’s applicable Commitment Percentage as set forth on the Commitment Schedule.

SECTION 4. Conditions of Effectiveness . This Amendment and the amendment and restatement of the Credit Agreement as set forth in §1 hereof shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied by the Borrowers or waived by the Agents (the “ Restatement Effective Date ”; provided , however , that such term when used in the Consent shall mean March 20, 2015):

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(a) The Administrative Agent shall have received this Amendment, duly executed and delivered by (i) the Loan Parties, (ii) the Required Lenders, (iii) each Cashless Option Term Lender, (iv) each Cash Option Revolving Lender, (v) each Additional Lender and (vi) each existing Australian Term Lender as a Cashless Option Term Lender.

(b) The Administrative Agent shall have received, on behalf of itself, the other Agents, the Issuing Lenders and the Lenders, a usual and customary opinion of (i) Simpson Thacher & Bartlett LLP, counsel to the Domestic Borrowers and the U.S. Guarantors and (ii) local counsels to the other Loan Parties (and additionally, with respect to the UK Borrower and Guarantors and the European Borrower and Guarantors, local counsels to the Administrative Agent) pertaining to the jurisdictions indicated on Schedule 4(b) attached hereto, in each case in form and substance satisfactory to the Administrative Agent.

(c) The Administrative Agent shall have received payment of all fees and expenses due to the Administrative Agent (as agreed to in writing between the Administrative Agent and the Borrowers) (including, without limitation, fees and reasonable and documented out-of-pocket expenses of Cahill Gordon & Reindel LLP , counsel to the Administrative Agent, invoiced to the Borrowers at least one Business Day prior to the Restatement Effective Date), in each case required to be paid on the Restatement Effective Date. Substantially simultaneously with the effectiveness of this Amendment (i) the Term Lenders under the Credit Agreement (including all Cashless Option Term Lenders) shall have been paid all accrued principal (other than the principal amount of Exchanged Term Loans) and interest (other than interest on term loans that are exchanged into Exchanged Term Loans) on their Term Loans to, but not including, the Restatement Effective Date and (ii) the Revolving Lenders under the Credit Agreement shall have been paid all accrued principal (other than the principal amount of Exchanged Revolving Loans), fees (other than fees on revolving loan commitments that are exchanged into Exchanged Revolving Commitments) and interest (other than interest on revolving loans that are exchanged into Exchanged Revolving Loans) related to their Revolving Loan Commitments to, but not including, the Restatement Effective Date.

(d)(i) The Administrative Agent shall have received for the account of each Cashless Option Term Lender, Cashless Option Revolving Lender, Additional Term Lender and Additional Revolving Lender such fees as otherwise agreed between the Borrower and the Administrative Agent.

(e) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, either on the date hereof or on the Restatement Effective Date;

(f) The representations and warranties of the Borrowers and their Subsidiaries contained in §8 of the Second Amended and Restated Credit Agreement shall be true in all material respects at and as of the Restatement Effective Date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Second Amended and Restated Credit Agreement attached hereto as Annex A ;

(g) GWI shall have provided a certificate signed by an authorized officer of GWI certifying as to the satisfaction of the conditions set forth in paragraphs (e) and (f) of this Section 4;

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(h) The Administrative Agent shall have received, on behalf of each Loan Party hereto, an officer’s certificate, dated the Restatement Effective Date, substantially in the form delivered at the Closing Date or such other form as may be acceptable to the Administrative Agent, including as attachments, (i) a copy, certified by a duly authorized officer of such Person to be true and complete and in full force and effect on the Restatement Effective Date, of each of the Governing Documents (and, with respect to (x) the Belgian Guarantor, each of the documents listed in Section 4(i) below and (y) the UK Loan Parties, each of the documents listed in 4(j) below) as in effect on such date of certification (or in lieu of a copy of such Governing Documents, certification by such Person that such Governing Documents have not been amended since previously delivered to the Administrative Agent), (ii) other than in respect of the European Borrower, the European Guarantors, the Australian Borrower and the Australian Guarantors, the UK Loan Parties, certificates of good standing, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (iii) evidence of corporate or other action necessary for the valid execution, delivery and performance by each of the Borrowers and each of the Guarantors of this Amendment, which shall have been duly and effectively taken;

(i) With respect to the Belgian Guarantor, the following documents shall be delivered:

(i) A copy of an excerpt from the Belgian Crossroad Bank for Enterprises (Kruispuntbank van Ondernemingen – Banque-Carrefour des Entreprises ) in respect of the Belgian Guarantor, dated no earlier than 14 days prior to the Restatement Effective Date; and

(ii) a copy of a certificate from the competent commercial court certifying that the Belgian Guarantor has not been declared bankrupt nor that it has filed an application for a proceeding of judicial reorganisation ( gerechtelijke reorganisatie-réorganisation judiciaire ), dated no earlier than 5 days prior to the Restatement Effective Date; and

(j) With respect to each of the UK Loan Parties, the following documents shall have been delivered:

(i) a certificate signed by an authorized director (or equivalent) of each of the UK Loan Parties confirming that borrowing or guaranteeing or securing, as appropriate, the Tranche B UK Term Loan Commitments and the Tranche B UK Revolving Loan Commitments would not cause any borrowing, guarantee, security or similar limit binding on such UK Loan Party to be exceeded;

(ii) a specimen signature of each person authorized by the resolution referred to in clause (i)(y) of Section 4(h) above,

(iii) a copy of a resolution of the board of directors of each corporate shareholder of each of the UK Loan Parties approving the terms of any shareholders resolution delivered pursuant to clause (i)(y) of Section 4(h) above; and

(iv) a copy of a letter signed by each of the UK Loan Parties appointing GWI as their respective agent for service of process in relation to any proceedings before the courts of the State of New York in connection with this Amendment and the Second Amended and Restated Credit Agreement and evidence that such process agent has accepted its appointment;

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(k) The Administrative Agent shall have received a Loan Request, Swingline Loan Request or Letter of Credit Application, as applicable, in a form reasonably acceptable to the Administrative Agent; and

(l) The RailInvest Acquisition Agreement (as defined in Annex A ) shall not have been terminated.

SECTION 5. Fees and Expenses.

Each of the Borrowers agrees to pay in accordance with the terms of §17 of the Second Amended and Restated Credit Agreement all reasonable out-of-pocket costs and expenses of the Agents in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Agents with respect thereto). Each Lender agrees to waive any amount to which it may be entitled under §6.9 of the Second Amended and Restated Credit Agreement in connection with the transactions contemplated by this Amendment.

SECTION 6. Post-Closing Covenant . Each of the Borrowers covenants and agrees that, (w) within 180 days of the Restatement Effective Date, the Borrowers shall have satisfied the requirements of §9.16(b) of the Second Amended and Restated Credit Agreement in connection with this Amendment, (x) the Borrowers shall, or shall cause the applicable UK Loan Party to, to amend any UK Loan Party’s constitutional documents to the extent the Administrative Agent considers necessary to remove any restrictions on transfer or pre-emption rights in relation to the transfer of shares pursuant to, or as contemplated by, any Collateral Document prior to the entry into of any such Collateral Document; (y) within 90 days of the Restatement Effective Date, the Borrowers shall use commercially reasonable efforts to deliver to the Administrative Agent evidence of filing of such security terminations as the Administrative Agent may reasonably request to evidence the release of liens in favor of BNP Paribas listed as items Item 41 and Item 42 on Schedule 10.2 to the Second Amended and Restated Credit Agreement and (z) the Borrowers shall, or shall cause the applicable Dutch Obligor to, and each applicable Dutch Obligor covenants and agrees to, provide the following documents to the Administrative Agent within 30 days (unless extended by the Administrative Agent in its sole discretion) of the Restatement Effective Date:

(a) corporate authorizations from the board of directors, shareholders and supervisory board, in each case, to the extent applicable and required for entering into the applicable Dutch Security Agreements;

(b) an executed copy of the second ranking deed of pledge of shares in the capital of GWI Holding B.V. (“ GWIH ”) between GWI International LLC as general partner of Genesee & Wyoming C.V. as pledgor, the Administrative Agent as pledgee and GWIH as company;

(c) an executed copy of the second ranking deed of pledge of shares in the capital of the European Borrower between GWIH as pledgor, the Administrative Agent as pledgee and the European Borrower as company;

(d) an executed copy of the second ranking deed of pledge of shares in the capital of the GWI International B.V. (“ GWII ”) between GWIH as pledgor, the Administrative Agent as pledgee and GWII as company;

10

(e) an executed copy of the second ranking deed of pledge of shares in the capital of the Rail Feedings Solutions B.V. (“ RFS ”) between GWIH as pledgor, the Administrative Agent as pledgee and RFS as company;

(f) an executed copy of the second ranking deed of pledge of receivables between the Dutch Obligors as pledgors and the Administrative Agent as pledgee;

(g) an executed copy of the second ranking deed of pledge of bank accounts between the Dutch Obligors as pledgors and the Administrative Agent as pledgee; and

(h) an executed copy of the second ranking deed of pledge of movables between the Dutch Obligors as pledgors and the Administrative Agent as pledgee.

SECTION 7. [Reserved] .

SECTION 8. Reference to and Effect on the Credit Agreement and the Loan Documents .

(a) On and after the Restatement Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment (i.e., the Second Amended and Restated Credit Agreement). Each of the table of contents and lists of Exhibits, as applicable, shall be amended mutatis mutandis (other than Exhibits A-5, B-4, N and O, which are set forth in Annex A de novo and Exhibits A-1, A-2, A-3, A-4, B-1, B-3, E, F and L, which are amended and restated hereby and set forth in Annex A ) to reflect the changes made in this Amendment as of the Restatement Effective Date. The schedules to the Credit Agreement shall be amended and restated as set forth in Annex A .

(b) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents, are and shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Borrowers, the Co-Lead Arrangers or the Agents under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein. On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

(d) The Tranche B Term Lenders and Tranche B Revolving Lenders shall each be a “Lender” for purposes of the Loan Documents.

(e) On and after the Restatement Effective Date, the Tranche B Term Loan Commitments and Additional Term Loan Commitments shall constitute “Term Loan Commitments” and the Tranche B Term Loans (including Additional Term Loans) made under §6.20 of the Second Amended and Restated Credit Agreement shall constitute “Term Loans” for purposes of the Loan Documents (and the Tranche B Term Loans (including Additional Term Loans) shall also constitute “Term Loans” for purposes of the Loan Documents). The Tranche B Revolving Loan Commitments and Additional Revolving Loan Commitments shall constitute

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“Revolving Loan Commitments” and any (x) Tranche B Revolving Loans drawn under any Tranche B Revolving Loan Commitment and (y) loans drawn under any Additional Revolving Loan Commitment (“ Additional Revolving Loans ”) shall in each case, constitute “Revolving Loans” for purposes of the Loan Documents (and the Tranche B Revolving Loan Commitments and Additional Revolving Loan Commitments shall also constitute “Revolving Loan Commitments” for purposes of the Loan Documents).

SECTION 9. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by facsimile or other electronic transmission shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 10. Governing Law .

THIS AMENDMENT IS A CONTRACT UNDER THE LAW OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW §5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

SECTION 11. Section Titles . The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement among the parties hereto, except when used to reference a section. Any reference to the number of a clause, subclause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, subclause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided , however , that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.

SECTION 12. Notices . All communications and notices hereunder shall be given as provided in the Second Amended and Restated Credit Agreement.

SECTION 13. Severability . The fact that any term or provision of this Amendment is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

SECTION 14. Successors . The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

SECTION 15. Jurisdiction; Waiver of Jury Trial . The jurisdiction and waiver of right to trial by jury provisions in §§22 and 26 of the Second Amended and Restated Credit Agreement are incorporated herein by reference mutatis mutandis .

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SECTION 16. Effect of the Exchange of Revolving Loan Commitments .

(a) Upon the exchange of the Domestic Revolving Loan Commitments as contemplated hereby, (i) each Tranche B Domestic Revolving Lender shall make Tranche B Domestic Revolving Loans to the Domestic Borrowers and the Domestic Borrowers shall prepay outstanding Domestic Revolving Loans with the proceeds thereof in an amount such that, after giving effect to such prepayment, the percentage of the Tranche B Domestic Revolving Loans held by each Tranche B Domestic Revolving Lender will equal the percentage of the aggregate Tranche B Domestic Revolving Loan Commitments of all Tranche B Domestic Revolving Lenders represented by such Tranche B Domestic Revolving Lender’s Tranche B Domestic Revolving Loan Commitment after giving effect to the exchange of the Domestic Revolving Loan Commitments as contemplated hereby and (ii) each Domestic Lender immediately prior to such exchange will automatically and without further act be deemed to have assigned to each Tranche B Domestic Revolving Lender, and the Tranche B Domestic Revolving Lenders will automatically and without further act be deemed to have assumed, a pro rata portion of such Domestic Lenders’ participations under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations under the Second Amended and Restated Credit Agreement in Letters of Credit and (B) participations under the Second Amended and Restated Credit Agreement in Swingline Loans held by each Tranche B Domestic Revolving Lender will equal the percentage of the aggregate Tranche B Domestic Revolving Loan Commitments held by such Tranche B Domestic Revolving Lender after giving effect to the exchange of the Domestic Revolving Loan Commitments as contemplated hereby. The Domestic Borrowers shall pay accrued interest on the Domestic Revolving Loans being prepaid and any other amounts payable to any Lender in accordance with §§6.4 through 6.7 of the Credit Agreement.

(b) Upon the exchange of the Canadian Revolving Loan Commitments as contemplated hereby, (i) each Tranche B Canadian Revolving Lender shall make Tranche B Canadian Revolving Loans to the Canadian Borrower and the Canadian Borrower shall prepay outstanding Canadian Revolving Loans with the proceeds thereof in an amount such that, after giving effect to such prepayment, the percentage of the Tranche B Canadian Revolving Loans held by each Tranche B Canadian Revolving Lender will equal the percentage of the aggregate Tranche B Canadian Revolving Loan Commitments of all Tranche B Canadian Lenders represented by such Tranche B Canadian Lender’s Tranche B Canadian Revolving Loan Commitment after giving effect to the exchange of the Canadian Revolving Loan Commitments as contemplated hereby and (ii) each Canadian Lender immediately prior to such exchange will automatically and without further act be deemed to have assigned to each Tranche B Canadian Revolving Lender, and the Tranche B Canadian Revolving Lenders will automatically and without further act be deemed to have assumed, a pro rata portion of such Canadian Lenders’ participations under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations under the Second Amended and Restated Credit Agreement in Letters of Credit and (B) participations under the Second Amended and Restated Credit Agreement in Swingline Loans held by each Tranche B Canadian Revolving Lender will equal the percentage of the aggregate Tranche B Canadian Revolving Loan Commitments held by such Tranche B Canadian Lender after giving effect to the exchange of the Canadian Revolving Loan Commitments as contemplated hereby. The Canadian Borrower shall pay accrued interest on the Canadian Revolving Loans being prepaid and any other amounts payable to any Lender in accordance with §§6.4 through 6.7 of the Credit Agreement; and

(c) Upon the exchange of the European Revolving Loan Commitments as contemplated hereby, (i) each Tranche B European Revolving Lender shall make Tranche B European Revolving Loans to the European Borrower and the European Borrower shall prepay outstanding European Revolving Loans with the proceeds thereof in an amount such that, after giving

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effect to such prepayment, the percentage of the Tranche B European Revolving Loans held by each Tranche B European Revolving Lender will equal the percentage of the aggregate Tranche B European Revolving Loan Commitments of all Tranche B European Revolving Lenders represented by such Tranche B European Revolving Lender’s Tranche B European Revolving Loan Commitment after giving effect to the exchange of the European Revolving Loan Commitments as contemplated hereby and (ii) each European Lender immediately prior to such exchange will automatically and without further act be deemed to have assigned to each Tranche B European Revolving Lender, and the Tranche B European Revolving Lenders will automatically and without further act be deemed to have assumed, a pro rata portion of such European Lenders’ participations under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations under the Second Amended and Restated Credit Agreement in Letters of Credit and (B) participations under the Second Amended and Restated Credit Agreement in Swingline Loans held by each Tranche B European Revolving Lender will equal the percentage of the aggregate Tranche B European Revolving Loan Commitments held by such Tranche B European Revolving Lender after giving effect to the exchange of the European Revolving Loan Commitments as contemplated hereby. The European Borrower shall pay accrued interest on the European Revolving Loans being prepaid and any other amounts payable to any Lender in accordance with §§6.4 through 6.7 of the Credit Agreement.

(d) Upon the exchange of the Australian Revolving Loan Commitments as contemplated hereby, (i) each Tranche B Australian Revolving Lender shall make Tranche B Australian Revolving Loans to the Australian Borrower and the Australian Borrower shall prepay outstanding Australian Revolving Loans with the proceeds thereof in an amount such that, after giving effect to such prepayment, the percentage of the Tranche B Australian Revolving Loans held by each Tranche B Australian Revolving Lender will equal the percentage of the aggregate Tranche B Australian Revolving Loan Commitments of all Tranche B Australian Revolving Lenders represented by such Tranche B Australian Revolving Lender’s Tranche B Australian Revolving Loan Commitment after giving effect to the exchange of the Australian Revolving Loan Commitments as contemplated hereby and (ii) each Australian Lender immediately prior to such exchange will automatically and without further act be deemed to have assigned to each Tranche B Australian Revolving Lender, and the Tranche B Australian Revolving Lenders will automatically and without further act be deemed to have assumed, a pro rata portion of such Australian Lenders’ participations under the Credit Agreement in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations under the Second Amended and Restated Credit Agreement in Letters of Credit and (B) participations under the Second Amended and Restated Credit Agreement in Swingline Loans held by each Tranche B Australian Revolving Lender will equal the percentage of the aggregate Tranche B Australian Revolving Loan Commitments held by such Tranche B Australian Revolving Lender after giving effect to the exchange of the Australian Revolving Loan Commitments as contemplated hereby. The Australian Borrower shall pay accrued interest on the Australian Revolving Loans being prepaid and any other amounts payable to any Lender in accordance with §§6.4 through 6.7 of the Credit Agreement.

SECTION 17. Loss of FATCA Grandfathering . For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the effective date of this Amendment, the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Second Amended and Restated Credit Agreement and the Loans (including the Tranche B Term Loans and any Tranche B Revolving Loans) as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

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SECTION 18. UK Loan Parties. Each UK Loan Party hereby agrees upon the effectiveness of this Amendment (x)(i) with respect to GWI UK Acquisition Company Limited only, a company incorporated under the laws of England and Wales, to become the UK Borrower and (ii) to become a Foreign Guarantor under the Second Amended and Restated Credit Agreement and to comply with and be bound by all of the terms, conditions and covenants thereof and (y) that it shall be (i) jointly and severally liable, together with the other relevant Guarantors for the payment and performance of all Foreign Guaranteed Obligations under the Second Amended and Restated Credit Agreement and (ii) liable for the payment and performance of all UK Obligations under the Second Amended and Restated Credit Agreement.

[ The remainder of this page is intentionally left blank ]

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IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

U.S. GUARANTORS:

(CONTINUED)

[Signature Page to GWI Amendment No. 1]

U.S. GUARANTORS:

(CONTINUED)

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

AUSTRALIAN GUARANTORS:

[Signature Page to GWI Amendment No. 1]

AUSTRALIAN GUARANTORS:

(CONTINUED)

[Signature Page to GWI Amendment No. 1]

AUSTRALIAN GUARANTORS:

(CONTINUED)

[Signature Page to GWI Amendment No. 1]

CANADIAN GUARANTORS:

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

EUROPEAN GUARANTORS:

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

UK GUARANTOR:

[Signature Page to GWI Amendment No. 1]

[Signature Page to GWI Amendment No. 1]

CERTAIN SWINGLINE LENDERS :

[Signature Page to GWI Amendment No. 1]

FORM OF

ADDITIONAL LENDERS SIGNATURE PAGE

Additional Lenders (check one or both) :

[Signature Page to GWI Amendment No. 1]

FORM OF

CONSENT TO AMENDMENT NO. 1

CONSENT (this “ Consent ”) to Amendment No. 1 (“ Amendment ”) to the AMENDED AND RESTATED SENIOR SECURED SYNDICATED FACILITY AGREEMENT, dated as of May 27, 2014, (as amended, amended and restated, or otherwise modified prior to the date hereof, the “ Credit Agreement ” and as further amended and restated pursuant to the Amendment, the “ Second Amended and Restated Credit Agreement ”), 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 ”), 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 “ European Borrower ” and, together with the Domestic Borrowers, the Canadian Borrower and the Australian Borrower, the “ Existing Borrowers ” and, together with the UK Borrower, the “ Borrowers ”), the Guarantors, the Lenders party thereto, BANK OF AMERICA, N.A., acting as UK Agent (in such capacity, including any successors, the “ UK Agent ”) and BANK OF AMERICA, N.A., acting as Administrative Agent, Canadian Agent and European Agent (collectively in such capacities and including any successors in such capacities, the “ Existing Agents ” and, together with the UK Agent, the “ Agents ”).

Capitalized terms used in this Consent but not defined in this Consent have the meanings assigned to such terms in the Amendment.

A. Existing Term Lenders

Existing Lenders of Domestic Term Loans

The undersigned Domestic Term Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

Post-Closing Settlement Option

[Consent to GWI Amendment No. 1]

Existing Lenders of Australian Term Loans

The undersigned Australian Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option):

Cashless Settlement Option

Post-Closing Settlement Option

[Consent to GWI Amendment No. 1]

B. Existing Revolving Lenders

Existing Domestic Lenders

Existing Canadian Lenders

Existing European Lenders

Existing Australian Lenders

[Consent to GWI Amendment No. 1]

IN WITNESS WHEREOF, the undersigned has caused this Consent to be executed and delivered by a duly authorized officer as of the date first written above.

[Consent to GWI Amendment No. 1]

ANNEX A

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

EXECUTION VERSION

ANNEX A

SECOND AMENDED AND RESTATED SENIOR SECURED

SYNDICATED FACILITY AGREEMENT

Dated as of March 20, 2015,

among

GENESEE & WYOMING INC. and RP ACQUISITION COMPANY TWO , as Domestic Borrowers

QUEBEC GATINEAU RAILWAY INC. , as Canadian Borrower

ROTTERDAM RAIL FEEDING B.V. , as European Borrower

GENESEE & WYOMING AUSTRALIA PTY LTD (ACN 079 444 296) , as Australian Borrower

GWI UK ACQUISITION COMPANY LIMITED , as UK Borrower

THE DESIGNATED SUBSIDIARIES REFERRED TO HEREIN,

THE GUARANTORS,

THE LENDING INSTITUTIONS PARTY HERETO ,

as Lenders

BANK OF AMERICA, N.A. ,

as Administrative Agent, Domestic Swingline Lender, Issuing Lender,

European Agent and UK Agent,

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED ,

as European Swingline Lender and UK Swingline Lender

BANK OF AMERICA, N.A., acting through its Canada branch ,

as Canadian Swingline Lender and Canadian Agent and

BANK OF AMERICA, N.A., acting through its Australia branch ,

as Australian Swingline Lender

with

BANK OF AMERICA, N.A. ,

CITIGROUP GLOBAL MARKETS INC,

J.P. MORGAN SECURITIES LLC. and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD ,

as Co-Lead Arrangers and Co-Bookrunning Managers

JPMORGAN CHASE BANK, N.A. ,

CITIGROUP GLOBAL MARKETS INC. and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as Co-Syndication Agents

MORGAN STANLEY SENIOR FUNDING, INC.,

SUMITOMO MITSUI BANKING CORPORATION ,

TD BANK, N.A. and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Co-Documentation Agents

TABLE OF CONTENTS

A-i

A-ii

A-iii

A-iv

A-v

A-vi

A-vii

A-viii

SECOND AMENDED AND RESTATED SENIOR SECURED SYNDICATED

FACILITY AGREEMENT

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 “ European Borrower ”), (e)  GWI UK ACQUISITION COMPANY LIMITED , a company incorporated in England and Wales whose registered office is at 5th Floor, 6 St. Andrew Street, London EC4A 3AE, United Kingdom (the “ UK Borrower ”), (f) the Subsidiaries of GWI listed on Schedule I and any other Person which may become a guarantor of the U.S. Obligations in accordance with §9.14 (the “ U.S. Guarantors ”), (g)  GENESEE & WYOMING CANADA INC. , HURON CENTRAL RAILWAY INC. , KÉRAIL INC., MIRABEL RAILWAY INC. , WESTERN LABRADOR RAIL SERVICES INC. , WESTERN LABRADOR RAILWAY (2013) INC. , ST. LAWRENCE & ATLANTIC RAILROAD (QUEBEC) INC. , SERVICES FERROVIAIRES DE L’ESTUAIRE INC. , CAPE BRETON & CENTRAL NOVA SCOTIA RAILWAY LIMITED , GODERICH-EXETER RAILWAY COMPANY LIMITED , KNOB LAKE & TIMMINS RAILWAY COMPANY INC. , RAILINK CANADA LTD. , RAILTEX CANADA, INC. , RL FUNDING CORP. , TROIS-RIVIÈRES TRAILERS INC./REMORQUES TROIS-RIVIÈRES INC. and RAILCARE INC. (collectively, the “ Canadian Guarantors ”), (h)  GENESEE & WYOMING C.V. , existing under the laws of the Netherlands with its registered seat in Rotterdam, the Netherlands, GWI HOLDING B.V. , a private limited liability company ( besloten vennootschap ) incorporated under the laws of the Netherlands with its statutory seat in Rotterdam, the Netherlands, BELGIUM RAIL FEEDING BVBA , a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of Belgium with registered office at Karveelstraat 5B, 2600 Antwerp, registered with the Crossroad Bank for Entreprises under 0811.208.822 (LPR Antwerp, division Antwerp), GWI INTERNATIONAL B.V. , a private limited liability company ( besloten vennootschap ) incorporated under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands and RAIL FEEDING SOLUTIONS B.V. , a private limited liability company ( besloten vennootschap ) incorporated under the laws of the Netherlands with its statutory seat in Amsterdam, the Netherlands (collectively, the “ European Guarantors ”), (i)  GWI HOLDINGS PTY LTD (ACN 094 819 806), VIPER LINE PTY LIMITED (ACN 092 437 691), S A RAIL PTY LIMITED (ACN 077 946 340), GWI HOLDINGS NO. 2 PTY LTD (ACN 132 989 998), GENESEE & WYOMING AUSTRALIA EASTERN PTY LTD. (ACN 142 367 280), GWA (NORTH) PTY LTD (ACN 144 081 774) and G&W AUSTRALIA HOLDINGS LP (collectively, the “ Australian Guarantors ”), (j)  GWI UK HOLDING LIMITED (the “ UK Guarantor ”), (k) any other Person which may become a guarantor of the Foreign Obligations in accordance with §9.14 (together with the Canadian Guarantors, the European Guarantors, the UK Guarantors (as defined below) and the Australian Guarantors, the “ Foreign Guarantors ”), (l) each Designated Subsidiary (as defined below), (m)  BANK OF AMERICA, N.A., a national banking association and the other lending institutions listed on Schedule II , (n)  BANK OF AMERICA, N.A. , as administrative agent for itself and such lending institutions (acting in such capacity, the “ Administrative Agent ”), Domestic Swingline Lender and Issuing Lender, (o)  BANK OF AMERICA, N.A. , acting through its Canada branch, as Canadian Swingline Lender and Canadian Agent, (p)  BANK OF AMERICA, N.A. , as European Agent and UK Agent, (q)  BANK OF AMERICA, N.A. , acting through its Australia branch, as Australian Swingline Lender, (r)  BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED , as European Swingline Lender and

A-1

UK Swingline Lender, (s)  JPMORGAN CHASE BANK, N.A. , CITIGROUP GLOBAL MARKETS INC. and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. , as co-syndication agents (the “ Co-Syndication Agents ”) and (t)  SUMITOMO MITSUI BANKING CORPORATION , TD BANK, N.A. , WELLS FARGO BANK, NATIONAL ASSOCIATION , and MORGAN STANLEY SENIOR FUNDING, INC. , as co-documentation agents (the “ Co-Documentation Agents ”).

WHEREAS , the Borrowers, the Guarantors party thereto, certain lenders, the Administrative Agent, and the other parties thereto are party to an Amended and Restated Senior Secured Syndicated Facility Agreement, dated May 27, 2014 (the “ Original Credit Agreement ”);

WHEREAS , pursuant to Amendment No. 1 to Credit Agreement, dated as of the date hereof (“ Amendment No. 1 ”) the parties thereto have agreed to amend and restate in its entirety the Original Credit Agreement and to replace it in its entirety with this Credit Agreement; and

WHEREAS , in furtherance of the foregoing, the Borrowers have requested that the Lenders (as defined below) provide Term Loans and Revolving Loan Commitments, and the Lenders have indicated their willingness to lend and the Issuing Lender (as defined below) has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto hereby covenant and agree as follows:

1. DEFINITIONS AND RULES OF INTERPRETATION .

1.1 Definitions . The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Credit Agreement referred to below:

“ 2012 Convertible Equity ”. Up to 2,300,000 Tangible Equity Units (or TEUs), each such TEU having a stated amount of $100 and consisting of (1) a senior amortizing note, issued by GWI pursuant to the 2012 Convertible Equity Indenture and (2) a pre-paid stock purchase contract (each, a “ Purchase Contract ”) issued pursuant to the 2012 Convertible Equity Purchase Contract Agreement.

“ 2012 Convertible Equity Documents ”. The 2012 Convertible Equity Indenture, the 2012 Convertible Equity Purchase Contract Agreement and all other instruments, agreements and other documents evidencing or governing the 2012 Convertible Equity or providing for any other right in respect thereof.

“ 2012 Convertible Equity Indenture ”. The supplemental indenture, dated September 19, 2012, to the indenture, dated September 19, 2012, between GWI and the 2012 Convertible Equity Trustee.

“ 2012 Convertible Equity Purchase Contract Agreement ”. The Purchase Contract Agreement, dated September 19, 2012, among GWI, Wilmington Trust, National Association, as purchase contract agent, the 2012 Convertible Equity Trustee and the other parties thereto.

“ 2012 Convertible Equity Trustee ”. Wilmington Trust, National Association.

“ 2015 UK Management Equity/Earnout ”. (1) Capital Stock of the UK Borrower issued to the management of RailInvest with terms substantially consistent with the 2015 UK Management Term Sheet, (2) any earnout payable in lieu of all or any portion thereof in connection with or pursuant to the RailInvest Acquisition, (3) any Capital Stock of any Subsidiary issued to management of such Subsidiary acquired in connection with the RailInvest Acquisition and (4) any earnout payable in lieu of all or any portion of any such Capital Stock of such Subsidiary in connection with or pursuant to the RailInvest Acquisition or any transaction of RailInvest occurring prior to the consummation of the RailInvest Acquisition.

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“ 2015 UK Management Term Sheet ”. The equity term sheet dated February 24, 2014 between the Management Sellers (as defined in the RailInvest Acquisition Agreement) and the UK Borrower.

“ Acquired Business ”. See definition of Consolidated EBITDA.

“ Adjustment Date ”. Each April 1, May 16, August 15 and November 15.

“ Administrative Agent ”. See preamble.

“ Administrative Agent’s Office ”. With respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 21 (as may be updated from time to time with notice to GWI and the Lenders) with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify GWI and the Lenders, which office may include any Affiliate of the Administrative Agent or any domestic or foreign branch of the Administrative Agent or such Affiliate. Unless the context otherwise requires each reference to the Administrative Agent shall include its applicable Administrative Agent’s Office.

“ Administrative Questionnaire ”. An Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affected Lender ”. See §6.11.

“ Affiliate ”. Any Person that would be considered to be an affiliate of another Person under Rule 144(a) of the Rules and Regulations of the Securities and Exchange Commission, as in effect on the date hereof, if such other Person were issuing securities.

“ Agent Parties ”. See §21.2(b).

“ Agents ”. Collectively, the Administrative Agent, the Canadian Agent, the European Agent and the UK Agent and any additional agent appointed pursuant to the terms hereof.

“ Agent’s Fees ”. All fees payable to the Agents pursuant to the Fee Letter.

“ Aggregate Australian Revolving Loan Commitments ”. The Australian Revolving Loan Commitments of all the Australian Lenders.

“ Aggregate Canadian Revolving Loan Commitments ”. The Canadian Revolving Loan Commitments of all the Canadian Lenders.

“ Aggregate Designated Subsidiary Commitments ”. With respect to any applicable Designated Subsidiary, the Designated Subsidiary Commitments of all the Designated Subsidiary Lenders to such Designated Subsidiary.

“ Aggregate Domestic Revolving Loan Commitments ”. The Domestic Revolving Loan Commitments of all the Domestic Lenders.

“ Aggregate European Commitments ”. The European Commitments of all the European Lenders.

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“ Aggregate Foreign Currency Revolving Loan Commitments ”. Collectively, the Aggregate Australian Revolving Loan Commitments, the Aggregate Canadian Revolving Loan Commitments, the Aggregate European Commitments, the Aggregate UK Revolving Loan Commitments and the Aggregate Designated Subsidiary Commitments to Designated Foreign Subsidiaries.

“ Aggregate Other Designated Subsidiary Commitments ”. With respect to any applicable Designated Subsidiary, the Other Designated Subsidiary Commitments of all the Other Designated Subsidiary Lenders to such Designated Subsidiary.

“ Aggregate UK Revolving Loan Commitments ”. The UK Revolving Loan Commitments of all the UK Lenders.

“ Alternative Currency ”. Each of Euro, Canadian Dollars, Australian Dollars and GBP, together with each other currency (other than Dollars) that is approved in accordance with §1.6.

“ Amendment No. 1 ”. See preamble.

“ Annex ”. See §8.25.

“ Applicable Agent ”. The Administrative Agent, the Canadian Agent, the European Agent, the UK Agent or any other applicable Agent, as the context requires.

“ Applicable Agent’s Office ”. The Administrative Agent’s Office, the Canadian Agent’s Office, the European Agent’s Office, the UK Agent’s Office or any other Applicable Agent’s Office, as the context requires.

“ Applicable Borrower ”. Any Domestic Borrower, the European Borrower, the Canadian Borrower, the Australian Borrower, the UK Borrower or any Designated Borrower (if any), as the context requires.

“ Applicable Commitment ”. Each Lender’s Domestic Revolving Loan Commitment, Canadian Revolving Loan Commitment, European Commitment, Australian Revolving Loan Commitment, UK Revolving Loan Commitment or Designated Subsidiary Commitments (if any), as applicable.

“ Applicable Floating Rate ”. The Base Rate, Canadian Base Rate, Euro Base Rate or Australian Base Rate or UK Overnight Rate, as the context requires.

“ Applicable Floating Rate Loans ”. Base Rate Loans, Canadian Base Rate Loans, Euro Base Rate Loans, Australian Base Rate Loans or UK Overnight Rate Loans, as the context requires.

“ Applicable Foreign Loan Party Documents ”. See §8.22(a).

“ Applicable Lenders ”. The Domestic Lenders, the Canadian Lenders, the European Lenders, the Australian Lenders, the UK Lenders or the Other Designated Subsidiary Lenders, as the context requires.

“ Applicable Margin ”. For each period commencing on an Adjustment Date through the date immediately preceding the next Adjustment Date (each, a “ Rate Adjustment Period ”), the Applicable Margin shall be the applicable margin set forth below with respect to the Total Leverage Ratio, as determined for the fiscal period ending immediately prior to the applicable Rate Adjustment Period (except for any Rate Adjustment Period beginning on April 1 of any calendar year for which the Applicable Margin will be determined by reference to the Total Leverage Ratio for the fiscal period ending on the immediately preceding December 31).

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Notwithstanding the foregoing, (a) during the period commencing on the Restatement Effective Date through the second Adjustment Date following the Restatement Effective Date, the Applicable Margin shall be no lower than the Applicable Margin set forth for Level I above, and (b) if the Borrowers fail to deliver any Compliance Certificate pursuant to §9.4(e), then, for the period commencing on the date such Compliance Certificate was due pursuant to §9.4(e) through the date such Compliance Certificate is actually delivered to the Lenders, the Applicable Margin shall be the highest Applicable Margin set forth above.

“ Applicable Offered Rate ”. In the case of (a) Domestic Loans, European Loans and UK Loans, the LIBOR Rate, (b) Australian Loans, the BBR Rate or (c) Canadian Revolving Loans, the BA Rate.

“ Applicable Offered Rate Loans ”. In the case of (a) Domestic Loans, European Loans and UK Loans, LIBOR Rate Loans, (b) Australian Loans, BBR Rate Loans or (c) Canadian Revolving Loans, the BA Rate.

“ Applicable Register ”. The Domestic Register, the European Register, the Canadian Register, the Australian Register, the UK Register or, with respect to any applicable Designated Subsidiary, any Designated Subsidiary Register, as applicable.

“ Applicable Required Lenders ”. The Required Domestic Lenders, the Required Canadian Lenders, the Required European Lenders, the Required Australian Lenders, the Required UK Lenders and/or, with respect to any applicable Designated Subsidiary, the Required Designated Subsidiary Lenders, as the context requires.

“ Applicable Swingline Lender ”. The Domestic Swingline Lender, the European Swingline Lender, the Canadian Swingline Lender, the Australian Swingline Lender or the UK Swingline Lender, as the context requires.

“ Approved Fund ”. Any Fund that is administered or managed by (a) a Lender, (b) a Lender Affiliate or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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“ APT ”. Asia Pacific Transport Pty Ltd, a proprietary limited company organized under the laws of Australia.

“ Assignee Group ”. Two or more assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ”. An assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by §20.2), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.

“ Associate ”. An ‘associate’ as defined in section 128F(9) of the Australian Tax Act.

“ Auditor’s Determination ”. See §7.1(g).

“ AustralAsia ”. AustralAsia Railway Corporation (ABN 48 839 400 411), a statutory body corporate constituted under the AustralAsia Railway Corporation Act 1996 (NT).

“ Australian Acquisition ”. The acquisition by GWA (North) of the assets of APT and FreightLink and related companies on December 1, 2010.

“ Australian Acquisition BSA ”. The Business Sale Agreement entered into by and among GWA (North), GWI, APT and FreightLink in connection with the Australian Acquisition.

“ Australian Base Rate ”. For any day, a fluctuating rate per annum equal to (a) the RBA cash rate displayed at or about 10:30 a.m. (Sydney time) on such day on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) plus (b) 3.00%. Any change in such RBA cash rate shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Australian Base Rate Loan ”. An Australian Loan that bears interest at the Australian Base Rate.

“ Australian Borrower ”. See preamble.

“ Australian Consolidated Group ”. The Australian Borrower, the Australian Guarantors, and their Restricted Subsidiaries and Unrestricted Subsidiaries that are consolidated into a single entity for tax purposes.

“ Australian Dollar Equivalent ”. At any time, (a) with respect to any amount denominated in Australian Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Australian Dollars, the equivalent amount thereof in Australian Dollars as determined by the Applicable Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Australian Dollars with such other currency.

“ Australian Dollars or AUD ”. The lawful currency of the Commonwealth of Australia.

“ Australian Guarantors ”. The “Australian Guarantors” as defined in the preamble and any other Restricted Subsidiary organized under the laws of any state or territory of the Commonwealth of Australia or the federal laws of the Commonwealth of Australia that has executed an Instrument of Adherence (Guaranty) in accordance with §9.14.

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“ Australian Lenders ”. The Lenders listed on Schedule II , acting in their role as lenders of the Australian Loans and any other Person who becomes an assignee of any rights and obligations of an Australian Lender pursuant to §20.

“ Australian Loan Parties ” The Australian Borrower and the Australian Guarantors.

“ Australian Loans ”. Collectively, the Australian Term Loans and the Australian Revolving Loans.

“ Australian Notes ”. Collectively, the Australian Term Notes and the Australian Revolving Notes.

“ Australian Obligations ”. All indebtedness, obligations and liabilities of the Australian Borrower to the Australian Lenders, the Australian Swingline Lender, the Issuing Lender, any Hedge Bank and the Administrative Agent, individually or collectively existing on the date of this Credit Agreement or arising thereafter (a) under or in respect of or in connection with any of the Australian Notes, Letters of Credit or Letter of Credit Applications in respect of the Australian Borrower, or Australian Loans or Australian Swingline Loans made, or Reimbursement Obligations incurred and including any interest thereon, Australian Revolving Loan Commitment Fees or other fees or expenses in respect thereof, (b) under any Hedging Agreement between the Australian Borrower and any Hedge Bank, and (c) under the Loan Documents.

“ Australian Reference Banks ”. National Australia Bank Limited, Australia and New Zealand Banking Group Limited and Westpac Banking Corporation or any such other banks as may be nominated from time to time by the Administrative Agent (and prior to the existence of an Event of Default, in consultation with the Australian Borrower).

“ Australian Register ”. See §20.3(c).

“ Australian Restricted Subsidiary ”. Each Australian Guarantor and any other Restricted Subsidiary organized under the laws of any state or territory of the Commonwealth of Australia or the federal laws of the Commonwealth of Australia that has not executed an Instrument of Adherence (Guaranty) in accordance with §9.14 as a result of a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to such Restricted Subsidiary providing a Guaranty as reasonably determined by the Borrowers and any Agent.

“ Australian Revolving Loan Commitment ”. As to each Australian Lender, its obligation to make Australian Revolving Loans or to participate in Australian Swingline Loans to the Australian Borrower pursuant to §2.1 in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Australian Lender’s name on Schedule II , as such Schedule may be updated from time to time pursuant to §§2.10, 6.23(a) or 20, or in the Assignment and Assumption pursuant to which an Australian Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

“ Australian Revolving Loan Commitment Fee ”. See §2.2(d).

“ Australian Revolving Loans ”. The revolving credit loans made or to be made by the Australian Lenders to the Australian Borrower pursuant to §2.1.

“ Australian Revolving Notes ”. See §2.4.

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“ Australian Security Agreement ”. Each Original Australian Security Agreement, as set out in Exhibit H-3 (together with each other security agreement and security agreement supplement delivered pursuant to §§9.14 or 9.16).

“ Australian Swingline Lender ”. Bank of America-Australia Branch in its capacity as lender of Australian Swingline Loans hereunder.

“ Australian Swingline Loan ”. Any loan made by the Australian Swingline Lender to the Australian Borrower pursuant to §2.7.1.

“ Australian Swingline Sublimit ”. $15,000,000. The Australian Swingline Sublimit is part of, and not in addition to, the Aggregate Australian Revolving Loan Commitments.

“ Australian Tax Act ”. The Income Tax Assessment Act 1936 ( Cwlth ) or the Income Tax Assessment Act 1997 ( Cwlth ) as applicable.

“ Australian Tax Funding Agreement ”. That certain agreement by and among the members of the Australian Consolidated Group for the funding of Tax payments by GWALP having regard to the position of each member of the Australian Consolidated Group which provides, among other things, that GWALP (a) compensate each member of the Australian Consolidated Group for loss of Tax attributes (including Tax losses and Tax offsets) as a result of being a member of the Australian Consolidated Group and (b) undertake to pay all group liabilities (as described in section 721-10 of the Australian Tax Act) of the Australian Consolidated Group.

“ Australian Tax Sharing Agreement ”. That certain agreement by and among the members of the Australian Consolidated Group which provides, among other things, that (a) each member of the Australian Consolidated Group shall not be required to pay more than its pro rata share of Taxes that it would be required to pay on an individual basis and (b) GWALP shall have the ability to distribute any Tax refunds or other benefits to other members of the Australian Consolidated Group in amounts consistent with the payments made by such other members.

“ Australian Term Loans ”. See §3.1(c). For the avoidance of doubt, the aggregate amount of the Australian Term Loans on the Business Day following the Restatement Effective Date is AUD 324,626,998.68.

“ Australian Term Notes ”. See §3.2(c).

“ Australian Withholding Tax ”. Any Australian Taxes arising under Division 11A of Part III of the Australian Tax Act that are required to be withheld or deducted, in accordance with Schedule 1 to the Taxation Administration Act 1953 ( Cwlth ), from any interest or other payment.

“ Auto-Extension Letter of Credit ”. See §5.1.2(b).

“ BA Rate ”. For any day, the simple average of the annual rates applicable to Canadian Dollar bankers’ acceptances displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service as of approximately 10:00 a.m. (Toronto time) on such day (or, if such day is not a Business Day, as of 10:00 a.m. (Toronto time) on the immediately preceding Business Day), provided that if such rates do not appear on the CDOR Page at such time on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole basis point) as of 10:00 a.m. (Toronto time) on such day at which the Canadian Agent is offering to purchase Canadian Dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term). If the BA Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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“ Bank of America ”. Bank of America, N.A., a national banking association.

“ Bank of America-Australia Branch ”. Bank of America, N.A., acting through its Australia branch, together with its successors.

“ Bank of America-Canada Branch ”. Bank of America, N.A., acting through its Canada branch, together with its successors.

“ Bank of America-London Branch ”. Bank of America, N.A., acting through its London branch, together with its successors.

“ Bank of Canada Rate ”. The “Bank Rate” as set by the Bank of Canada, as quoted on the applicable Bloomberg screen page, or, if no such rate is so published, the Bank Rate shall be the “Bank Rate” set by the Bank of Canada as determined by the Canadian Agent.

“ Base Rate ”. For any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (c) the LIBOR Rate for a one-month Interest Period plus 1%; and if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loans ”. All or any portion of any Domestic Revolving Loans and all or any portion of the Domestic Term Loan bearing interest calculated by reference to the Base Rate.

“ BBR Rate ”. (a) The average bid rate (the “ BBR Screen Rate ”) displayed at or about 10:30 a.m. (Sydney time) two Business Days prior to the commencement of such Interest Period on the Reuters screen BBSY page for a term equivalent to the Interest Period; or (b) to the extent the BBR Screen Rate is not displayed for a term equivalent to such Interest Period or the basis on which the BBR Screen Rate is displayed is changed and in the opinion of the Administrative Agent it ceases to reflect the Lenders’ cost of funding to the same extent as at the date of this Credit Agreement, then the BBR Rate will be the rate determined by the Administrative Agent in good faith and notified by it to the Australian Borrower to be the average of the buying rates quoted to the Administrative Agent by three (3) Australian Reference Banks at or about that time on that date. The buying rates must be for bills of exchange accepted by a leading Australian bank and which have a term equivalent to the Interest Period. If there are no buying rates, the rate for each applicable Lender will be the rate notified by that Lender to the Administrative Agent to be that Lender’s cost of funding its participation in the relevant Australian Loan for that period. Rates will be expressed as a yield percent per annum to maturity, and if necessary will be rounded up to the nearest fourth decimal place. If the BBR Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ BBR Rate Loan ”. Any Loan in Australian Dollars bearing interest at a rate determined by reference to the BBR Rate in accordance with the provisions of §2.5.

“ BBR Screen Rate ”. See definition of BBR Rate.

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“ Belgian Guarantor ”. A Guarantor incorporated under the laws of Belgium.

“ Belgian Security Agreements ”. Collectively, each pledge agreement, in substantially the forms set out in Exhibit H-5 (together with each other security document delivered pursuant to §§9.14 or 9.16).

“ Benefit Amount ”. See §7.6(f).

“ Borrower DTTP Filing ”. An H.M. Revenue & Customs’ Form DTTP2 duly completed and filed by the UK Borrower, which: (i) where it relates to a Treaty Lender that becomes a Lender in respect of a UK Loan on the date of this Credit Agreement, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in schedule §6.12(g) and is filed with H.M. Revenue & Customs within 30 days of the date of this Credit Agreement; or (ii) where it relates to a Treaty Lender that becomes a Lender in respect of a UK Loan after the date of this Credit Agreement, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the applicable Assignment and Assumption and is filed with H.M. Revenue & Customs within 30 days of the date of that Assignment and Assumption.

“ Borrowers ”. Collectively, the Domestic Borrowers, the Australian Borrower, the European Borrower, the Canadian Borrower, the UK Borrower and each Designated Subsidiary that shall become a party to this Credit Agreement pursuant to §6.23, and the term Borrower shall apply to each of them individually.

“ Borrowers Materials ”. See §9.4.

“ Building ”. See §8.27(b).

“ Business Day ”. Any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, as applicable, (i) New York, (ii) London, (iii) the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located, (iv) the province where the Canadian Agent’s Office with respect to Obligations denominated in Canadian Dollars is located, (v) the country where the European Agent’s Office with respect to Obligations denominated in Euro is located or (vi) the place where Bank of America-Australia Branch’s office with respect to Obligations denominated in Australian Dollars is located (currently Sydney) and:

(a) if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such LIBOR Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Credit Agreement in respect of any such LIBOR Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such LIBOR Rate Loan, or any other dealings in Euro to be carried out pursuant to this Credit Agreement in respect of any such LIBOR Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to an Applicable Offered Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

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(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of an Applicable Offered Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Credit Agreement in respect of any such Applicable Offered Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“ Canadian Agent ”. With respect to local funding procedures described herein, Bank of America-Canada Branch in its capacity as Canadian agent under any of the Loan Documents, and with respect to any other provisions set forth herein, Bank of America, and in each case, any successor Canadian Agent.

“ Canadian Agent’s Office ”. With respect to Canadian Dollars, Bank of America-Canada Branch’s address and, as appropriate, account as set forth on Schedule 21 (as may be updated from time to time with notice to the Canadian Borrower) with respect to such currency, or such other address or account with respect to such currency as the Canadian Agent may from time to time notify the Canadian Borrower and the Lenders, which office may include any Affiliate of the Canadian Agent or any domestic or foreign branch of the Canadian Agent or such Affiliate. Unless the context otherwise requires each reference to the Canadian Agent shall include its applicable Canadian Agent’s Office.

“ Canadian Base Rate ”. The greater of (a) the rate of interest per annum announced by the Canadian Agent (or its successors) from time to time as its prime rate in effect for Canadian Dollar loans in Canada at its principal office in Toronto, Ontario, and (b) the thirty (30) day BA Rate plus  ¹ ⁄ ₂ of 1% per annum. The “prime rate” is a rate set by Bank of America – Canada Branch based upon various factors including Bank of America – Canada Branch’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America – Canada Branch shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Canadian Base Rate Loans ”. All or any portion of any Canadian Revolving Loan bearing interest calculated by reference to the Canadian Base Rate.

“ Canadian Borrower ”. See preamble.

“ Canadian Dollar Equivalent ”. At any time, (a) with respect to any amount denominated in Canadian Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Canadian Dollars, the equivalent amount thereof in Canadian Dollars as determined by the Applicable Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Canadian Dollars with such other currency.

“ Canadian Dollars ” or “ Cdn. $ ”. Lawful currency of Canada.

“ Canadian Guarantors ”. The “Canadian Guarantors” as defined in the preamble and any other Restricted Subsidiary organized under the laws of any province or territory of Canada or the federal laws of Canada that has executed an Instrument of Adherence (Guaranty) in accordance with §§9.14 or 9.16.

“ Canadian Lenders ”. The Lenders listed on Schedule II , acting in their role as lenders of the Canadian Revolving Loans and any other Person who becomes an assignee of any rights and obligations of a Canadian Lender pursuant to §20.

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“ Canadian Obligations ”. All indebtedness, obligations and liabilities of the Canadian Borrower to the Canadian Lenders, the Canadian Swingline Lender, the Issuing Lender, any Hedge Bank and the Canadian Agent, individually or collectively existing on the date of this Credit Agreement or arising thereafter (a) under or in respect of or in connection with any of the Canadian Revolving Notes, Letters of Credit or Letter of Credit Applications in respect of the Canadian Borrower, or Canadian Revolving Loans or Canadian Swingline Loans made, or Reimbursement Obligations incurred and including any interest thereon, Canadian Revolving Loan Commitment Fees or other fees or expenses in respect thereof, (b) under any Hedging Agreement between the Canadian Borrower and any Hedge Bank, and (c) under the Loan Documents.

“ Canadian Perfection Certificate ”. A certificate in the form of Exhibit G-3 or any other form approved by the Canadian Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“ Canadian Plans ”. All the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former employees, officers or directors of the Canadian Borrower and the Canadian Guarantors maintained, sponsored or funded by the Canadian Borrower or the Canadian Guarantors (as the case may be), whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered.

“ Canadian Register ”. See §20.3(d).

“ Canadian Restricted Subsidiary ”. Each Canadian Guarantor and any other Restricted Subsidiary organized under the laws of any province or territory of Canada or the federal laws of Canada that has not executed an Instrument of Adherence (Guaranty) in accordance with §9.14 as a result of a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to such Restricted Subsidiary providing a Guaranty as reasonably determined by the Borrowers and any Agent.

“ Canadian Revolving Loan ”. The revolving credit loans made or to be made by the Canadian Lenders to the Canadian Borrower pursuant to §2.1.

“ Canadian Revolving Loan Commitment ”. As to each Canadian Lender, its obligation to make a Canadian Revolving Loan or to participate in Canadian Swingline Loans to the Canadian Borrower pursuant to §2.1 in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Canadian Lender’s name on Schedule II , as such Schedule may be updated from time to time pursuant to §§2.10, 6.23(a) or 20, or in the Assignment and Assumption pursuant to which a Canadian Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

“ Canadian Revolving Loan Commitment Fee ”. See §2.2(c).

“ Canadian Revolving Notes ”. See §2.4.

“ Canadian Security Agreement ”. Collectively, each security agreement and hypothec, in substantially the form of Exhibit H-2 (together with each other security agreement, hypothec and security agreement supplement or hypothec supplement delivered pursuant to §9.14 or §9.16).

“ Canadian Swingline Lender ”. Bank of America-Canada Branch in its capacity as lender of Canadian Swingline Loans hereunder.

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“ Canadian Swingline Loan ”. Any loan made by the Canadian Swingline Lender to the Canadian Borrower pursuant to §2.7.1.

“ Canadian Swingline Sublimit ”. $15,000,000. The Canadian Swingline Sublimit is part of, and not in addition to, the Aggregate Canadian Revolving Loan Commitments.

“Cape Breton”. Cape Breton & Central Nova Scotia Railway Limited, a company constituted under the laws of Nova Scotia, Canada.

“ Capital Assets ”. Fixed assets, both tangible (such as land, buildings, fixtures, machinery and equipment) and intangible (such as patents, copyrights, trademarks, franchises and good will); provided that Capital Assets shall not include any item customarily charged directly to expense or depreciated over a useful life of twelve (12) months or less in accordance with GAAP.

“ Capital Expenditures ”. Amounts paid or indebtedness incurred (without duplication) by the Borrowers or their Restricted Subsidiaries in connection with the purchase or lease by any of the Borrowers or any of their Restricted Subsidiaries of Capital Assets that would be required to be capitalized and shown on the balance sheet of such Person in accordance with GAAP, less amounts reimbursed by third parties.

“ Capital Impairment ”. See §7.1(g).

“ Capital Stock ”. Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, excluding, for the avoidance of doubt, the portion of any 2012 Convertible Equity constituting Indebtedness.

“ Capitalized Leases ”. Leases by form or implication, under which any of the Borrowers or any of their Restricted Subsidiaries is the lessee, lessor or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee, lessor or obligor in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Closing Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as obligations in respect of Capitalized Leases) for purposes of this Credit Agreement regardless of any change in GAAP following the date that would otherwise require such obligations to be recharacterized as obligations in respect of Capitalized Leases.

“ Cash Collateralize ”. To pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Agents, Issuing Lender or any Swingline Lender (as applicable) and the Lenders, as collateral for Letter of Credit Obligations, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Issuing Lender or Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the Issuing Lender or any Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ”. (a) Marketable direct obligations issued by, or unconditionally guaranteed by, the United States government, the Canadian government, the government of the European Union, the government of the Netherlands, or the Australian government or issued by any agency thereof and backed by the full faith and credit of the United States, Canada, the European Union, the Netherlands or Australia

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in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States, Canada, the European Union, the Netherlands or Australia or any state or province thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poor’s Ratings Services (“ S&P ”) or P-2 by Moody’s Investors Service, Inc. (“ Moody’s ”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government, the Canadian government, the government of the European Union, the government of the Netherlands, or the Australian government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, province, commonwealth or territory of the United States, Canada, the European Union, the Netherlands or Australia, by any political subdivision or taxing authority of any such state, province, commonwealth or territory or by any other foreign government, the securities of which state, province, commonwealth, territory, political subdivision, taxing authority or other foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest in assets satisfying the requirements of clauses (a) through (f) of this definition; or (h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“ Cash Management Agreement ”. Any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

“ Cash Management Bank ”. Any Person (x) that, at the time it enters into a Cash Management Agreement, is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender, in its capacity as a party to such Cash Management Agreement or (y) that is listed on Schedule 1.1(a) and, in the case of this clause (y), any Affiliate of such Person.

“ CERCLA ”. See §8.15.

“ CFC ”. A Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“ CFC Holdco ”. A Subsidiary that is a corporation, partnership, or disregarded entity for United States federal income tax purposes and has no material assets other than Capital Stock of one or more CFCs.

“ Change in Law ”. The occurrence, after the date of this Credit Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.

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“ Class ”. When used in reference to (a) any Loan, refers to whether such Loan or Loans are Revolving Loans, Incremental Revolving Loans, Extended Revolving Loans (and related swingline loans thereunder), Term Loans made on the Restatement Effective Date, Incremental Term Loans, Extended Term Loans or Swingline Loans, (b) any Commitment, refers to whether such Commitment is a Revolving Loan Commitment made on the Restatement Effective Date, Incremental Revolving Loan Commitment (of the same series and any related swingline commitments thereunder), Extended Revolving Loan Commitment (of the same series and any related swingline commitments thereunder), or Incremental Term Commitment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments. Incremental Term Loans, Extended Term Loans, Incremental Revolving Loans (and Incremental Revolving Loan Commitments made pursuant thereto) and Extended Revolving Loan Commitments (and Extended Revolving Loans made pursuant thereto) that have different terms and conditions shall be construed to be in different Classes.

“ Closing Date ”. October 1, 2012.

“ Code ”. The Internal Revenue Code of 1986, as amended.

“Co-Bookrunning Manager”. Each of Bank of America, N.A., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and The Bank of Tokyo-Mitsubishi UFJ, LTD.

“ Co-Documentation Agents ”. See preamble.

“ Co-Lead Arranger ”. Each of Bank of America, N.A., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and The Bank of Tokyo-Mitsubishi UFJ, LTD.

“ Collateral ”. Collectively, all of the property pledged or granted as collateral pursuant to the Collateral Documents on the Closing Date or thereafter pursuant to §9.13, 9.14 or 9.16 hereof or 9.19 of the Original Credit Agreement, the Mortgaged Property and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Collateral Document. For the avoidance of doubt, “Collateral” shall not include any Excluded Property (as defined in any Security Agreement).

“ Collateral Documents ”. Collectively, the Security Agreements, the Intellectual Property Security Agreements, the Mortgages, each of the collateral assignments, Security Agreement supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to §§9.14 and 9.16 hereof and §9.19 of the Original Credit Agreement and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Commitment Fee ”. Collectively, the Domestic Revolving Loan Commitment Fee, the European Commitment Fee, the Canadian Revolving Loan Commitment Fee, the Australian Revolving Loan Commitment Fee and the UK Revolving Loan Commitment Fee.

“ Commitment Fee Rate ”. The Commitment Fee Rate set forth in accordance with the definition of Applicable Margin hereof.

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“ Commitment Percentage ”. With respect to each Lender, the percentage set forth next to such Lender’s name on Schedule II as such Lender’s applicable percentage of the Aggregate Domestic Revolving Loan Commitments, Aggregate Canadian Revolving Loan Commitments, Aggregate European Commitments, Aggregate Australian Revolving Loan Commitments, Aggregate UK Revolving Loan Commitments and, with respect to each applicable Designated Subsidiary (if any), Aggregate Designated Subsidiary Commitments and with respect to the Term Loans, such Lender’s applicable percentage of the outstanding Domestic Term Loan, Australian Term Loan, UK Term Loan and, with respect to any applicable Designated Subsidiary, Designated Subsidiary Term Loan, as applicable, as the same may be adjusted in accordance with §§2.10, 6.17, 6.23(a) or 20.

“ Commitments ”. Collectively, or individually, the Domestic Revolving Loan Commitment, the European Commitment, the Australian Revolving Loan Commitment, the Canadian Revolving Loan Commitment, the UK Revolving Loan Commitment and/or Incremental Revolving Loan Commitments.

“ Commodity Exchange Act ”. The Commodity Exchange Act (7 U.S.C. § 1 et seq .), as amended from time to time, and any successor statute.

“ Company Assignment ”. See §20.8.

“ Compliance Certificate ”. See §9.4(e).

“ Consolidated ” or “ consolidated ”. With reference to any term defined herein, shall mean that term as applied to the accounts of the Borrowers and their Restricted Subsidiaries, consolidated in accordance with GAAP.

“ Consolidated EBITDA ”. For any fiscal period of the Borrowers and their Restricted Subsidiaries, an amount equal to the sum of (a) Consolidated Net Income for such fiscal period, provided that the net amount of any increase in Consolidated EBITDA pursuant to this clause (a) as a result of any equity in the net income (loss) of any equity investment of any Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary, minority equity investment, unincorporated joint venture or contractual joint venture and including, for the avoidance of doubt, any voting trust substantially similar to the voting trust entered into on the Closing Date (such net increase, if any, the “ Non-Restricted Subsidiary Net Income ”), when aggregated with amounts calculated pursuant to clause (Y) of the next succeeding paragraph and clause (h) of this definition, shall not exceed 15.0% of Consolidated EBITDA for the relevant Test Period (calculated prior to giving effect to the Non-Restricted Subsidiary Net Income and adjustments pursuant to clause (Y) of the next succeeding paragraph and clause (h) of this definition), plus in each case, to the extent reducing Consolidated Net Income and without duplication, (b) Consolidated Total Interest Expense for such fiscal period, plus (c) income tax expense for such fiscal period, plus (d) the aggregate amount of depreciation and amortization for such fiscal period, plus (e) all losses from the sale of assets of the Borrowers and their Restricted Subsidiaries (except to the extent the losses from sales of assets are related to sales of assets purchased during the fiscal period), plus (f) [Reserved], plus (g) for any such fiscal period that includes any fiscal quarter ending within 12 months of the closing date of any Permitted Acquisition, transaction costs in connection with such Permitted Acquisition in an aggregate amount as may be certified in a certificate by an authorized officer of GWI delivered to the Administrative Agent, plus (h) the amount of cost savings, operating and expense reductions and synergistic benefits projected by the Borrowers in good faith as being (x) reasonably identifiable and factually supportable and certified as such in a certificate of an authorized officer of GWI delivered to the Administrative Agent and (y) reasonably anticipated to be realized within twelve months after the closing date of any Permitted Acquisition or other Investment; provided that the amount calculated pursuant to this clause (h), when aggregated with the Non-Restricted Subsidiary Net Income calculated pursuant to clause (a) above and the amount calculated pursuant to clause (Y) of the next succeeding paragraph, shall not exceed 15.0% of Consolidated

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EBITDA for the relevant fiscal period (calculated prior to giving effect to any adjustment pursuant to clause (Y) of the next succeeding paragraph, this clause (h) and the Non-Restricted Subsidiary Net Income), plus (i) Non-Cash Charges, plus (j) any cash charges or expenses in connection with any Hedging Agreements entered into in connection with the RailInvest Acquisition, minus (k) to the extent included in computing Consolidated Net Income, all gains from the sale of assets of the Borrowers and their Restricted Subsidiaries (except to the extent the gains from sales of assets are related to sales of assets purchased during such fiscal period), minus (l) non-cash income in connection with Hedging Agreements incurred in the ordinary course of business.

Notwithstanding anything to the contrary herein, Consolidated EBITDA shall (X) be calculated (other than for purposes of the definition of Interest Coverage Ratio and §11.2) on a pro forma basis in accordance with GAAP to give effect to any Permitted Acquisition and any disposition of assets (other than any dispositions in the ordinary course of business) consummated at any time on or after the first day of the relevant fiscal period and prior to the date of determination as if each such Permitted Acquisition had been effected on the first day of such period and as if each such disposition had been consummated on the day prior to the first day of such period; provided that (i) such calculations shall be made with reference to the audited financial statements of the businesses acquired by the Borrowers or any of their Restricted Subsidiaries through Permitted Acquisitions during such fiscal period (each, an “ Acquired Business ”) or the Restricted Subsidiaries acquired or formed during such fiscal period (each, a “ New Subsidiary ”) for the most recent fiscal year ended of such Acquired Businesses or New Subsidiaries and any unaudited quarterly statements which have been received since the most recent fiscal year ended of such Acquired Business or New Subsidiaries, or (ii) in the event that there are only unaudited financial results or no financial results available with respect to such Acquired Businesses or New Subsidiaries, such calculations shall be made with reference to other acceptable financial statements or reasonable estimates of such past performance made by the Borrowers based on existing data and other available information, such financial statements or, as the case may be, estimates to be agreed upon by the Borrowers and the Administrative Agent and (Y) include the amount of “run-rate” add-backs projected by the Borrowers in good faith as being (i) reasonably identifiable and factually supportable and certified as such in a certificate of an authorized officer of GWI delivered to the Administrative Agent and (ii) reasonably anticipated to be realized within twelve months and attributable to purchased assets that are purchased in connection with a take-or-pay contract during such Test Period and Consolidated EBITDA attributable to purchased assets that are part of a program to replace substantially similar assets that were previously leased by GWI or its subsidiaries prior to such purchase; provided that the amount calculated pursuant to this clause (Y), when aggregated with the Non-Restricted Subsidiary Net Income calculated pursuant to clause (a) above and with the amount calculated pursuant to clause (h) above, shall not exceed 15.0% of Consolidated EBITDA for the relevant fiscal period (calculated prior to giving effect to any adjustment pursuant to this clause (Y), the Non-Restricted Subsidiary Net Income and clause (h) above).

Subject to the adjustments provided under the preceding paragraph, if the RailInvest Acquisition Effective Date occurs prior to the Outside Date, Consolidated EBITDA attributable to the persons acquired in connection with the RailInvest Acquisition shall be deemed to be $23,792,928, $19,283,282, $27,933,025 and $22,345,168 for the fiscal quarters ended March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014, respectively.

“ Consolidated Funded Debt ”. As at any date of determination, an amount equal to the aggregate amount of Indebtedness of the Borrowers and their Restricted Subsidiaries, determined on a consolidated basis, related to the borrowing of money, the obtaining of credit or any outstanding contingent acquisition purchase price amounts (which the parties hereto agree for the purposes of this definition does not include Indebtedness permitted under §§10.1(b), (c), (d), (e), (h), (i) and (j)), whether absolute or contingent and including, to the extent not included in Indebtedness, all Indebtedness guaranteed by any of the Borrowers or any of their Restricted Subsidiaries. Consolidated Funded Debt shall not include any (i) committed purchase amounts for the acquisition of railroad and railroad-related material, equipment or supplies or (ii) Indebtedness in respect of the 2012 Convertible Equity in an amount not to exceed $40,000,000.

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“ Consolidated Net Income ”. The consolidated net income of the Borrowers and their Restricted Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP, after eliminating therefrom all extraordinary nonrecurring items of income or loss; plus principal payments received by the Borrowers and their Restricted Subsidiaries during such period with respect to Capitalized Leases.

“ Consolidated Total Assets ”. The total assets of the Borrowers and their Subsidiaries, on a consolidated basis, as shown on GWI’s financial statements prepared in accordance with GAAP determined as of the last day of each fiscal quarter.

“ Consolidated Total Interest Expense ”. For any period, the aggregate amount of interest required to be paid or accrued by the Borrowers and their Restricted Subsidiaries during such period on all Indebtedness of the Borrowers and their Restricted Subsidiaries related to the borrowing of money or the obtaining of credit outstanding during all or any part of such period, including payments consisting of interest in respect of any Capitalized Lease and including commitment fees, agency fees, facility fees, balance deficiency fees and similar fees or expenses in connection with the borrowing of money (other than non-cash interest or fees) solely to the extent that such fees are properly included as interest expense in accordance with GAAP.

“ Consolidated Total Tangible Assets ”. Consolidated Total Assets less intangible assets as defined by GAAP.

“ Conversion Request ”. A notice given by the Domestic Borrowers, Australian Borrower, European Borrower, Canadian Borrower, UK Borrower or Designated Subsidiary to the Applicable Agent of such Borrower’s or Designated Subsidiary’s election to convert or continue a Domestic Loan, Australian Loan, European Loan, Canadian Revolving Loan, UK Loan, Designated Subsidiary Revolving Loan or Designated Subsidiary Term Loan in accordance with §2.8 or §3.5, as applicable.

“ Corporate Restructuring ”. The moving of (a) any direct or indirect domestic Subsidiary to become a Subsidiary of GWI or a Subsidiary of any other domestic Subsidiary of GWI, (b) any direct or indirect European, Canadian, Australian or UK Subsidiary of GWI to become a Subsidiary of any other European, Canadian, Australian or UK Subsidiary of GWI; provided , however , that no Restricted Subsidiary shall become an Unrestricted Subsidiary as a result of such restructuring and (c) any Subsidiary to become a Subsidiary of GWI or any other Subsidiary in connection with bona fide tax planning activities; provided , however , that (w) a Restricted Subsidiary may become an Unrestricted Subsidiary as a result of such activities only so long as Consolidated Total Assets of GWI and its Restricted Subsidiaries after giving pro forma effect thereto are not less than 80% of Consolidated Total Assets of GWI and its Restricted Subsidiaries reflected on the most recent consolidated balance sheet of GWI delivered before the Restatement Effective Date, (x) a Guarantor may become a non-Guarantor as a result of such activities only so long as the Consolidated Total Assets of GWI and its Restricted Subsidiaries attributable to Loan Parties after giving pro forma effect thereto are not less than 80% of Consolidated Total Assets of GWI and its Restricted Subsidiaries attributable to Loan Parties reflected on the most recent consolidated balance sheet of GWI delivered before the Restatement Effective Date, (y) taken as a whole, the value of the Collateral securing the Obligations is not materially reduced and (z) the security interests of the Lenders in the Collateral, taken as a whole, are not materially impaired.

“ Co-Syndication Agents ”. See preamble.

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“ Credit Agreement ”. This Second Amended and Restated Senior Secured Syndicated Facility Agreement, as amended, amended and restated, modified or supplemented and in effect from time to time, including the Schedules and Exhibits.

“ Credit Agreement Refinancing Indebtedness ”. (a) Permitted First Priority Refinancing Debt, (b) Permitted Second Priority Refinancing Debt, (c) Permitted Unsecured Refinancing Debt or (d) other Indebtedness incurred pursuant to a Refinancing Amendment (including, without limitation, Other Term Loans and Other Revolving Loans), in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans or existing Revolving Loans (or unused Revolving Loan Commitments), or any then-existing Credit Agreement Refinancing Indebtedness (“ Refinanced Debt ”); provided that (i) such Indebtedness has a later maturity and a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt, (ii) such Indebtedness shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing, (iii) such Refinanced Debt shall be repaid, defeased or satisfied and discharged on a dollar-for-dollar basis, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, (x) with respect to Australian Loans, within one day of and (y) for all other Loans, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained and (iv) the aggregate unused revolving commitments under such Credit Agreement Refinancing Indebtedness shall not exceed the unused Revolving Loan Commitments being replaced.

“ Creditors ”. See §7.7.

“ CTA ”. The United Kingdom Corporation Tax Act 2009.

“ Debtor Relief Laws ”. The Bankruptcy Code of the United States, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada), the Canada Transportation Act, the Bankruptcy Act (Netherlands), the Corporations Act 2001 ( Cwlth ) (Australia), the English Insolvency Act 1986 (as amended), the German Insolvency Code Insolvenzordnung (InsO) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, administration, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States, Canada, Australia, the Netherlands, Germany, the European Union, England and Wales or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Debtor Relief Reservations ”. (a) The event that not every obligation will be enforced by a court in accordance with its terms in every circumstance, the enforcement being subject, inter alia, to the nature of the available remedies, (b) any limitation by bankruptcy, moratorium, fraudulent conveyance ( Actio Pauliana ) or similar laws affecting creditor’s rights generally, (c) the time-barring of claims under applicable statutes of limitation, (d) rules against penalties and similar principles and (e) any other generally accepted limitations of law, including those which are set out as qualifications as to matters of law in the legal opinions delivered to the Applicable Agent under this Credit Agreement.

“ Default ”. See §14.1.

“ Defaulting Lender ”. Subject to §6.17(b), any Applicable Lender that, as determined by the Administrative Agent in its reasonable judgment, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within three Business Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and GWI in writing that such failure is the result of such Lender’s

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determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be specifically identified in such writing) has not been satisfied, (b) has notified GWI or the Administrative Agent in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by GWI or the Administrative Agent, to confirm in a manner satisfactory to GWI and the Administrative Agent that it will comply with its funding obligations ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and GWI), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“ Derivatives Counterparty ”. See definition of Restricted Payments.

“ Designated Domestic Subsidiary ”. Any Designated Subsidiary that is not a Foreign Subsidiary.

“ Designated Domestic Subsidiary Obligations ”. All indebtedness, obligations and liabilities of any Designated Domestic Subsidiary now or hereafter existing under this Credit Agreement, whether for principal, interest, fees, expenses or otherwise.

“ Designated Foreign Subsidiary ”. Any Designated Subsidiary that is a Foreign Subsidiary.

“ Designated Foreign Subsidiary Obligations ”. All indebtedness, obligations and liabilities of the Designated Subsidiary to the Lenders and the Administrative Agent, individually or collectively existing on the date of this Credit Agreement or arising thereafter (a) under or in respect of or in connection with any notes executed by the Designated Subsidiary or Loans made to the Designated Subsidiary, including any interest thereon, or fees or expenses in respect thereof, and (b) under the Loan Documents.

“ Designated Subsidiary ”. Any Subsidiary of GWI that GWI owns directly or indirectly a majority of the Voting Stock therein and is designated for borrowing privileges under this Credit Agreement pursuant to §6.23.

“ Designated Subsidiary Alternative Currency ”. See §6.23(a).

“ Designated Subsidiary Commitment ”. As to each Lender, its obligation to make Loans to any applicable Designated Subsidiary pursuant to §6.23, or in the Assignment and Assumption pursuant to which a Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

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“ Designated Subsidiary Revolving Loans ”. Any Loans made pursuant to a Designated Subsidiary Commitment.

“ Designated Subsidiary Term Loans ”. Any Term Loans made to a Designated Subsidiary in accordance with the terms hereof.

“ Designated Subsidiary Lenders ”. See §6.23(f).

“ Designated Subsidiary Register ”. See §20.3(f).

“ Designation ”. See §6.23(a).

“ Disposition ” or “ Dispose ”. The sale, transfer, license, lease or other disposition (including any sale and leaseback transaction, condemnation, casualty event or other taking) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any capital stock, notes or accounts receivable or any rights and claims associated therewith. Notwithstanding the foregoing, any Disposition with an aggregate fair value of less than $75,000,000 per transaction or series of related transactions shall not be deemed to be a Disposition.

“ Distribution ”. The declaration or payment of any dividend on or in respect of any shares of any class of Capital Stock of any Person, other than dividends payable solely in shares of common stock or similar non-preferred equity interests of such Person; the purchase, redemption, or other retirement of any shares of any class of Capital Stock of any Person, directly or indirectly through a Subsidiary of such Person or otherwise; the return of capital by any Person to its shareholders or equity holders as such; or any other distribution on or in respect of any shares of any class of Capital Stock of any Person.

“ Dollar Equivalent ”. At any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Dollars, the equivalent amount thereof in Dollars as determined by the Applicable Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such other currency.

“ Dollars ” or “ $ ”. Dollars in lawful currency of the United States of America.

“ Domestic Borrowers ”. See preamble.

“ Domestic Lenders ”. The Lenders listed on Schedule II , acting in their role as lenders of the Domestic Revolving Loans, the Domestic Loans and any other Person who becomes an assignee of any rights and obligations of a Domestic Lender pursuant to §20.

“ Domestic Loans ”. The Domestic Revolving Loans and the Domestic Term Loans.

“ Domestic Notes ”. The Domestic Revolving Notes and the Domestic Term Notes.

“ Domestic Register ”. See §20.3(a).

“ Domestic Revolving Loan Commitment ”. With respect to each Domestic Lender, the amount set forth on Schedule II , as such Schedule may be updated from time to time pursuant to §§2.10(c), 6.23(a) or 20, or in the Assignment and Assumption pursuant to which a Domestic Lender becomes a party hereto, as applicable, as the amount of such Lender’s commitment to make Domestic Revolving Loans

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to, to participate in Domestic Swingline Loans to, and to participate in the issuance and extension of Letters of Credit for the account of, the Domestic Borrowers (and, in the case of Letters of Credit, the Canadian Borrower, the European Borrower and the Australian Borrower), as such amount may be adjusted from time to time in accordance with this Credit Agreement.

“ Domestic Revolving Loan Commitment Fee ”. See §2.2(a).

“ Domestic Revolving Loans ”. The revolving credit loans to be made by the Domestic Lenders to the Domestic Borrowers pursuant to §2.1.

“ Domestic Revolving Notes ”. See §2.4.

“ Domestic Swingline Lender ”. Bank of America in its capacity as lender of Domestic Swingline Loans hereunder.

“ Domestic Swingline Loan ”. Any loan made by the Domestic Swingline Lender to the Domestic Borrowers pursuant to §2.7.1.

“ Domestic Swingline Sublimit ”. $50,000,000. The Domestic Swingline Sublimit is part of, and not in addition to, the Aggregate Domestic Revolving Loan Commitments.

“ Domestic Term Lender ”. A Lender of Domestic Term Loans.

“ Domestic Term Loans ”. See §3.1(a).

“ Domestic Term Note ”. See §3.2(a).

“ Do not have Unreasonably Small Capita l”. For the period from the Restatement Effective Date through the Maturity Date of the Loans, GWI and its Subsidiaries taken as a whole after consummation of the transactions occurring on the Restatement Effective Date and contemplated herein is and will be a going concern and has and will have sufficient capital to reasonably ensure that it will continue to be a going concern for such period.

“ Drawdown Date ”. The date on which any Loan is made or is to be made, and the date on which all or any portion of any Loan is converted or continued in accordance with §2.8 or 3.5, as applicable; provided that, solely for purpose of calculating interest hereunder, the Drawdown Date with respect to the Loans exchanged pursuant to Amendment No. 1 shall be the Drawdown Date for the Loans under the Original Credit Agreement from which such Loans have been exchanged from.

“ Dutch Guarantor ”. A Guarantor incorporated in the Netherlands.

“ Dutch Obligors ”. Collectively, the European Borrower and the Dutch Guarantors.

“ Dutch Security Agreements ”. Collectively, each deed of pledge, in substantially the forms set out in Exhibit H-4 (together with each other security document delivered pursuant to §§9.14 or 9.16).

“ EDGAR ”. See §9.5.3.

“ Effect ”. Any change, event, effect, development or circumstance.

“ Election to Participate ”. An Election to Participate substantially in the form of Exhibit N .

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“ Election to Terminate ”. An Election to Terminate substantially in the form of Exhibit O .

“ Eligible Assignee ”. Any Person that meets the requirements to be an assignee under §§20.2(c), (d) and (f) and §20.8 (subject to such consents, if any, as may be required under §20.2(d)).

“ EMU Legislation ”. The legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ”. See §8.15(a).

“ EPA ”. See §8.15(b).

“ ERISA ”. The Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ”. Any Subsidiary of GWI and any trade or business (whether or not incorporated) that, together with GWI or any Subsidiary of GWI, is treated as a single employer within the meaning of §414(b) or (c) of the Code (or under §§414(m) and (o) of the Code solely for purposes of provisions relating to §412 of the Code).

“ ERISA Event ”. (a) A Reportable Event with respect to a Pension Plan; (b) the withdrawal of GWI or any ERISA Affiliate from a Multiple Employer Plan pursuant to §4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in §4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under §4062(e) of ERISA; (c) a complete or partial withdrawal by GWI or any ERISA Affiliate from a Multiemployer Plan or receipt by GWI or any ERISA Affiliate of notification that a Multiemployer Plan is in “reorganization” (within the meaning of §4241 of ERISA); (d) the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under §4041 of ERISA, or the termination of a Multiemployer Plan under §4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under §4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an “at-risk” plan within the meaning of §430 of the Code or §303 of ERISA; (h) receipt of notice that the PBGC has instituted proceedings to terminate a Multiemployer Plan or that a Multiemployer Plan has been determined to be in “endangered” or “critical” status within the meaning of §432 of the Code or §305 of ERISA; or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under §4007 of ERISA, upon GWI or any ERISA Affiliate.

“ Euro ” and “ EUR ”. The lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Euro Base Rate ”. For any day, the rate of interest per annum equal to the higher of (i) the rate of interest per annum at which overnight deposits in Euro, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by Bank of America-London Branch to major banks in the local market or other applicable offshore interbank market, and (ii) the cost of funds to Bank of America-London Branch with respect to such amount for such day, expressed as a rate of interest per annum.

“ Euro Base Rate Loan ”. All or any portion of a European Loan bearing interest calculated by reference to the Euro Base Rate.

“ Euro Equivalent ”. At any time, (a) with respect to any amount denominated in Euro, such amount, and (b) with respect to any amount denominated in any currency other than Euro, the equivalent amount thereof in Euro as determined by the Applicable Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Euro with such other currency.

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“ Eurocurrency Interbank Market ”. Any lawful recognized market in which deposits of Dollars, Euro, GBP, Australian Dollars, Canadian Dollars or any other Alternative Currency are offered by international banking units of United States banking institutions and by foreign banking institutions to each other and in which foreign currency and exchange operations or eurocurrency funding operations are customarily conducted.

“ Eurocurrency Reserve Percentage ”. For any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The LIBOR Rate for each outstanding LIBOR Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurocurrency Reserve Percentage.

“ European Agent ”. With respect to local funding procedures described herein, Bank of America in its capacity as European agent under any of the Loan Documents, and with respect to any other provisions set forth herein, Bank of America, and in each case, any successor European Agent.

“ European Agent’s Office ”. With respect to Euro, Bank of America’s address and, as appropriate, account as set forth on Schedule 21 (as may be updated from time to time with notice to the European Borrower) with respect to such currency, or such other address or account with respect to such currency as the European Agent may from time to time notify the European Borrower and the Lenders, which office may include any Affiliate of the European Agent or any domestic or foreign branch of the European Agent or such Affiliate. Unless the context otherwise requires each reference to the European Agent shall include its applicable European Agent’s Office.

“ European Borrower ”. The “European Borrower” as defined in the preamble and any Designated Subsidiary organized under the laws of any country in the European Union (other than the United Kingdom) that has executed an Election to Participate and Designated Subsidiary Joinder in accordance with §6.23 and, subject to the second sentence of §6.23(b), until such Designated Subsidiary delivers an Election to Terminate.

“ European Commitment ”. As to each European Lender, its obligation to make European Loans or to participate in European Swingline Loans to the European Borrower pursuant to §2.1 in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such European Lender’s name on Schedule II , as such Schedule may be updated from time to time pursuant to §§2.10(c) or 20, or in the Assignment and Assumption pursuant to which a European Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Credit Agreement.

“ European Commitment Fee ”. See §2.2(b).

“ European Guarantors ”. The “European Guarantors” as defined in the preamble and any other Restricted Subsidiary organized under the laws of any country in the European Union (other than England and Wales) that has executed an Instrument of Adherence (Guaranty) in accordance with §9.14.

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“ European Lenders ”. The Lenders listed on Schedule II , acting in their role as lenders of the European Loans and any other Person who becomes an assignee of any rights and obligations of a European Lender pursuant to §20.

“ European Loan Parties ”. The European Borrower and European Guarantors.

“ European Loans ”. The revolving credit loans made or to be made by the European Lenders to the European Borrower pursuant to §2.1.

“ European Notes ”. See §2.4.

“ European Obligations ”. All indebtedness, obligations and liabilities of the European Borrower to the European Lenders, the European Swingline Lender, the Issuing Lender, any Hedge Bank and the European Agent, individually or collectively existing on the date of this Credit Agreement or arising thereafter (a) under or in respect of or in connection with any of the European Notes, Letters of Credit or Letter of Credit Applications in respect of the European Borrower, or European Loans or European Swingline Loans made, or Reimbursement Obligations incurred and including any interest thereon, European Commitment Fees or other fees or expenses in respect thereof, (b) under any Hedging Agreement between the European Borrower, any Hedge Bank, and (c) under the Loan Documents.

“ European Register ”. See §20.3(b).

“ European Restricted Subsidiary ”. Each European Guarantor and any other Restricted Subsidiary organized under the laws of any country in the European Union that has not executed an Instrument of Adherence (Guaranty) in accordance with §9.14 as a result of a legal impediment or a material adverse tax impact to GWI and its Subsidiaries with respect to such Restricted Subsidiary providing a Guaranty as reasonably determined by the Borrowers and any Agent.

“ European Swingline Lender ”. Bank of America Merrill Lynch International Limited in its capacity as lender of European Swingline Loans hereunder.

“ European Swingline Loan ”. Any loan made by the European Swingline Lender to the European Borrower pursuant to §2.7.1.

“ European Swingline Sublimit ”. $20,000,000. The European Swingline Sublimit is part of, and not in addition to, the Aggregate European Commitments.

“ Event of Default ”. See §14.1.

“ Excluded Subsidiary ”. (a) the UK Borrower, (b) RailInvest, (c) any Subsidiary of RailInvest organized under the laws of England and Wales acquired in connection with the RailInvest Acquisition and (d) any Immaterial Foreign Subsidiary.

“ Excluded Swap Obligation ”. With respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant”, as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to §7.8 and any other applicable keepwell, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s

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Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity”, as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and hedge bank applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

“ Excluded Taxes ”. With respect to any Agent, any Lender, any Swingline Lender, the Issuing Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document, (a) any Taxes imposed on or measured by its net income (however denominated), and franchise Taxes imposed on it (in lieu of net income Taxes), by a jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or by any jurisdiction as a result of any other present or former connection between such recipient and the jurisdiction imposing such Tax (or any political subdivision thereof), other than any such connection arising solely from such recipient having executed, delivered or performed its obligations, received or perfected a security interest or received a payment under, or enforced, or engaged in any other transaction pursuant to, any other Loan Document, (b) any branch profits Tax imposed by the United States, or any similar Tax, imposed by any jurisdiction described above in clause (a), (c) in the case of any Lender (other than a Lender that is an assignee pursuant to a request by a Borrower under §6.11), (i) with respect to any U.S. Obligation, any United States federal withholding Tax, with respect to any Australian Obligation, any Australian withholding Tax, with respect to any Canadian Obligation, any Canadian withholding Tax and with respect to any European Obligation, any Dutch withholding Tax, in each case that is required to be imposed on amounts payable to a Lender pursuant to the laws in force at the time such Lender becomes a party hereto (or designates a new Lending Office) or, if later, the Restatement Effective Date, except to the extent (x) that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the applicable Borrower with respect to such United States federal withholding Tax, Australian withholding Tax, Canadian withholding Tax or Dutch withholding Tax, respectively, pursuant to §6.12(a)(ii) or (c) or (y) of any Australian Withholding Tax imposed as a result of Bank of America making an offer to an offeree who is an Offshore Associate of the Australian Borrower whose name was disclosed to the Australian Borrower by Bank of America before the Closing Date or Restatement Effective Date, and whom the Australian Borrower failed to notify Bank of America was an Offshore Associate of the Australian Borrower before the offer was made, or (ii) any withholding Tax that is attributable to such Lender’s failure to comply with §6.12(e)(ii), (d) any United States federal withholding Tax imposed on such recipient under FATCA, (e) with respect to any Australian Obligation, any Australian Withholding Tax imposed as a result of (A) the recipient being an Offshore Associate of the Australian Borrower, (B) a breach by Bank of America or any Lender of any of its obligations, if any, under §33, and (C) any representation or warranty given by Bank of America or any Lender under §33 being untrue or incorrect, except in the case of clause (B) or (C) above, any Australian Withholding Tax imposed as a result of Bank of America making an offer to an offeree who is an Offshore Associate of the Australian Borrower whose name was disclosed to the Australian Borrower by Bank of America before the Closing Date or Restatement Effective Date, and whom the Australian Borrower failed to notify Bank of America was an Offshore Associate of the Australian Borrower before the offer was made, (f) with respect to any U.S. Obligation, any backup withholding Tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to deliver the form described in

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clause (A) of §6.12(e)(ii) and (g) with respect to any UK Loan, any withholding or deductions on account of United Kingdom Taxes imposed on amounts payable to a UK Lender (which, for the avoidance of doubt, shall be subject to the gross-up and indemnification provisions of §6.12(g)).

“ Existing Letters of Credit ”. Those letters of credit issued by Bank of America for the account of GWI or any of its Restricted Subsidiaries prior to the Closing Date and listed on Schedule III .

“ Extended Loans ”. Collectively, Extended Revolving Loans and/or Extended Term Loans.

“ Extended Revolving Loan Commitment ”. See §6.19(a).

“ Extended Revolving Loan Facility ”. See §6.19(a).

“ Extended Revolving Loans ”. See §6.19(a).

“ Extended Term Loan Facility ”. See §6.19(a).

“ Extended Term Loans ”. See §6.19(a).

“ Extending Lender ”. An Extending Term Lender or an Extending Revolving Loan Lender.

“ Extending Revolving Loan Lender ”. See §6.19(a).

“ Extending Term Lender ”. See §6.19(a).

“ Extension ”. See §6.19(a).

“ Extension Offer ”. See §6.19(a).

“ Facility ”. See §6.19(a).

“ FASB ASC ”. The Accounting Standards Codification of the Financial Accounting Standards Board.

“ Fair Value ”. The amount at which the assets (both tangible and intangible), in their entirety, of GWI and its Subsidiaries taken as a whole would change hands between a willing buyer(s) and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act.

“ FATCA ”. §§1471 through 1474 of the Code (including, for the avoidance of doubt, any agreements entered into pursuant to §1471(b)(1) of the Code) as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations (whether temporary or proposed) that are issued thereunder or official governmental interpretations thereof and any intergovernmental agreements implementing the foregoing.

“ Federal Funds Rate ”. For any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

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“ Fee Letter ”. The amended and restated fee letter dated as of August 9, 2012 among MLPF&S, J.P. Morgan Securities LLC, Citigroup Global Markets, Inc. and GWI.

“ Finance Party ”. A Co-Lead Arranger, a Co-Bookrunning Manager, a Co-Syndication Agent, a Co-Documentation Agent, an Agent or a Lender.

“ Foreign Borrowers ”. Collectively, the Canadian Borrower, the European Borrower, the Australian Borrower, the UK Borrower and each Designated Foreign Subsidiary.

“ Foreign Government Scheme or Arrangement ”. See §8.13(f).

“ Foreign Guaranteed Obligations ”. See §7.1(a).

“ Foreign Guarantors ”. See preamble.

“ Foreign Lender ”. Any Lender that is not a “United States Person” within the meaning of §7701(a)(30) of the Code.

“ Foreign Loan Party ”. Collectively, the Foreign Borrowers and the Foreign Guarantors.

“ Foreign Obligations ”. Collectively, the Australian Obligations, the Canadian Obligations, the European Obligations, the UK Obligations and the Designated Foreign Subsidiary Obligations. Foreign Obligations shall in no event include any Excluded Swap Obligations.

“ Foreign Plan ”. See §8.13(f).

“ Foreign Subsidiary ”. Any Subsidiary that is not organized under the laws of the United States, any state thereof or the District of Columbia.

“ FRA ”. The United States of America, represented by the Secretary of Transportation acting through the Administrator of Federal Railroad Administration or the Federal Railroad Administrator’s designee.

“ FreightLink ”. Freight Link Pty Ltd (ACN 093 011 628), a proprietary limited liability company incorporated under the laws of the Commonwealth of Australia.

“ Fronting Exposure ”. At any time there is a Defaulting Lender, (a) with respect to the Issuing Lender, such Defaulting Lender’s Commitment Percentage of the outstanding Letter of Credit Obligations other than Letter of Credit Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lenders, such Defaulting Lender’s Commitment Percentage of the applicable Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ”. Any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funding Currency ”. See §31(c).

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“ GAAP ” or “ generally accepted accounting principles ”. Principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time, and (ii) consistently applied with past financial statements of the Borrowers adopting the same principles or (iii) generally accepted accounting principles in the relevant entity’s jurisdiction of incorporation.

“ GBP Equivalent ”. At any time, (a) with respect to any amount denominated in GBP, such amount, and (b) with respect to any amount denominated in any currency other than GBP, the equivalent amount thereof in GBP as determined by the Applicable Agent or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of GBP with such other currency.

“ GBP ” or “ £ ”. The lawful currency of the United Kingdom.

“ German GmbH Guarantor ”. See §7.1(g).

“ Goderich ”. Goderich-Exeter Railway Company Limited, a corporation constituted under the laws of Ontario, Canada.

“ Governing Documents ”. With respect to any Person, its certificate or articles of incorporation, its by-laws or, as the case may be, its certificate of formation, its operating agreement or other constitutive documents and all shareholder agreements, voting trusts and similar arrangements applicable to any of its Capital Stock.

“ Government Grants ”. Those certain agreements entered into in the ordinary course of business pursuant to which a governmental body will pay for a certain portion of a capital project associated with a railroad located in that governmental body’s jurisdiction.

“ Governmental Authority ”. Any foreign, federal, state, provincial, regional, local, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof, or any court or arbitrator (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“ Granting Lender ”. See §20.7.

“ Guaranteed Obligations ”. Collectively, the U.S. Guaranteed Obligations and the Foreign Guaranteed Obligations.

“ Guarantors ”. Collectively, GWI, RP, the Canadian Borrower, the European Borrower, the Australian Borrower, the UK Borrower, the Foreign Guarantors and the U.S. Guarantors, each of which guaranty certain Obligations pursuant to §7.

“ Guaranty ”. The guaranty of certain Obligations by each of the Guarantors set forth in §7 of this Credit Agreement.

“ GWA (North) ”. GWA (North) Pty Ltd (ACN 144 081 774), a proprietary limited liability company incorporated under the laws of the Commonwealth of Australia.

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“ GWALP ”. G&W Australia Holdings LP, a limited partnership formed under the laws of Australia.

“ GWI ”. See preamble.

“ GWI Audited Financial Statements ”. See §8.4.1(a).

“ GWI Historical Financial Statements ”. See §8.4.1(a).

“ GWI Unaudited Financial Statements ”. See §8.4.1(a).

“ Hazardous Substances ”. See §8.15(b).

“ Hedge Bank ”. (a) Any Person that (x) at the time it enters into a Hedging Agreement is a Lender or Agent or an Affiliate of a Lender or Agent, or (y) at any time after it enters into a Hedging Agreement it becomes a Lender or Agent or an Affiliate of a Lender or Agent or (b) with respect to any Hedging Agreement that is in effect on the Restatement Effective Date, any Person that (x) is a Lender or Agent or an Affiliate of a Lender or Agent on the Restatement Effective Date or in connection with the initial syndication of the Loans or (y) is listed on Schedule 1.1(b) and, in the case of this clause (y), any Affiliate of such Person.

“ Hedging Agreement ”. Any and all rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, forward purchases or sales of a security, commodity or other financial instrument or interest, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing); provided that the term “Hedging Agreement” shall not include any Purchase Contract.

“ Honor Date ”. See §5.3(a).

“ Huron ”. Huron Central Railway Inc., a corporation constituted under the laws of Ontario, Canada.

“ Identified Contingent Liabilities ”. The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of GWI and its Subsidiaries taken as a whole after giving effect to the transactions occurring on the Restatement Effective Date and contemplated herein (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent also reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by authorized officers of GWI.

“ Immaterial Foreign Subsidiary ”. Any Foreign Subsidiary or Foreign Subsidiaries with respect to which, either individually or collectively, (a) the aggregate book value of such Foreign Subsidiary’s or Foreign Subsidiaries’ assets constitutes less than 5.0% of Consolidated Total Assets, and (b) the aggregate Consolidated EBITDA of such Foreign Subsidiary or Foreign Subsidiaries constitute less than 7.5% of the Consolidated EBITDA of GWI and its Restricted Subsidiaries; provided that a Designated Subsidiary shall not be an Immaterial Foreign Subsidiary.

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“ Immaterial Restricted Subsidiary ”. Any Restricted Subsidiary or Restricted Subsidiaries with respect to which, either individually or collectively, (a) the aggregate book value of such Restricted Subsidiary’s or Restricted Subsidiaries’ assets constitutes less than 5% of Consolidated Total Assets, (b) the aggregate revenues of such Restricted Subsidiary or Restricted Subsidiaries constitute less than 5% of the consolidated revenues of GWI and its Restricted Subsidiaries, and (c) that portion of Consolidated EBITDA attributable to such Restricted Subsidiary or Restricted Subsidiaries, if deducted from the calculation of Consolidated EBITDA, would not result in an Event of Default, in each case, on any applicable date.

“ Increase Effective Date ”. See §6.18.1.

“ Increase Joinder ”. See §6.18.3.

“ Incremental Commitments ”. Collectively, the Incremental Revolving Loan Commitments and/or the Incremental Term Commitments.

“ Incremental Loans ”. Collectively, Incremental Revolving Loans and/or the Incremental Term Loans.

“ Incremental Revolving Loan Commitment ”. See §6.18.1.

“ Incremental Revolving Loans ”. Any loans made pursuant to any Incremental Revolving Loan Commitments.

“ Incremental Term Commitments ”. See §6.18.1.

“ Incremental Term Lender ”. A Lender of Incremental Term Loans.

“ Incremental Term Loans ”. Any loans made pursuant to any Incremental Term Commitment.

“ Indebtedness ”. As to any Person and whether recourse is secured by or is otherwise available against all or only a portion of the assets of such Person and whether or not contingent, but without duplication:

(a) every obligation of such Person for money borrowed,

(b) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments,

(c) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person,

(d) every obligation of such Person issued or assumed as the deferred purchase price of property or services (including securities repurchase agreements but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not more than 90 days overdue or which are being contested in good faith),

(e) every obligation of such Person as an obligor or lessee under any Capitalized Lease,

(f) every obligation of such Person under any Hedging Agreement,

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(g) every obligation in respect of Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent that such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor and such terms are enforceable under applicable law, and

(h) every obligation, contingent or otherwise, of such Person guarantying, or having the economic effect of guarantying or otherwise acting as surety for, any obligation of a type described in any of clauses (a) through (g) (the “ primary obligation ”) of another Person (the “ primary obligor ”), in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase of) any security for the payment of such primary obligation, (ii) to purchase property, securities or services for the purpose of assuring the payment of such primary obligation, or (iii) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary obligation. For the avoidance of doubt, (i) Government Grants and (ii) any committed purchase amounts for the acquisition of railroad and railroad related material, equipment or supplies shall not constitute “Indebtedness” hereunder.

The “ amount ” or “ principal amount ” of any Indebtedness at any time of determination represented by (w) any Indebtedness, issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with GAAP, (x) any Capitalized Lease shall be the principal component of the aggregate of the rentals obligation under such Capitalized Lease payable over the term thereof that is not subject to termination by the lessee, (y) any Hedging Agreement shall be the maximum amount of any termination or loss payment required to be paid by such Person if such Hedging Agreement were, at the time of determination, to be terminated by reason of any event of default or early termination event thereunder, whether or not such event of default or early termination event has in fact occurred, and (z) any guaranty or other contingent liability referred to in clause (h) shall be an amount equal to the stated or determinable amount of the primary obligation in respect of which such guaranty or other contingent obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith. Notwithstanding anything to the contrary herein, “Indebtedness” (A) shall not include (i) any obligations pursuant to (x) the 2012 Convertible Equity Purchase Contracted Agreement or (y) Purchase Contracts and (ii) the 2015 UK Management Equity/Earnout and (B) for purposes of §11.1 only, shall include any Capital Stock or any obligations pursuant to any Capital Stock having debt-like features (such as mandatory cash dividends, mandatory redemption provisions or other provisions which create monetary obligations on such Borrower payable in cash during a period when Loans may be outstanding) in respect of equity of any non-wholly-owned Subsidiary acquired in connection with any Minor Permitted Acquisition, Permitted Acquisition or other Investment permitted under §10.3.

“ Indemnified Party ”. See §16.13.

“ Indemnified Person ”. See §18.

“ Indemnified Taxes ”. Taxes imposed on or with respect to any payment made by or on account of any Obligation of any Loan Party, other than (i) Excluded Taxes and (ii) Other Taxes.

“ Indirect Tax ”. Any goods and services Tax, consumption Tax, value added Tax or any Tax of a similar nature.

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“ Instrument of Adherence (Guaranty) ”. See §9.14(a).

“ Intellectual Property Security Agreement ”. The Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement (as each such term is defined in the U.S. Security Agreement and to the extent applicable) (together with each other intellectual property security agreement delivered pursuant to §9.14 or §9.16), in each case as amended, restated, supplemented or otherwise modified from time to time.

“ Interest Coverage Ratio ”. As of any date of determination, the ratio of (a) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters then most recently ended for which financial statements have been delivered pursuant to §9.4 to (b) Consolidated Total Interest Expense for such period.

“ Interest Payment Date ”. (a) As to any Applicable Floating Rate Loan, the last day of the calendar quarter; (b) as to any Applicable Offered Rate Loan in respect of which the Interest Period is (i) 3 months or less, the last day of such Interest Period and (ii) more than 3 months, the date that is 3 months from the first day of such Interest Period and on the last day of the Interest Period; and (c) with respect to any Swingline Loan, the day that such Swingline Loan is required to be repaid.

“ Interest Period ”. With respect to each Loan (a) initially, the period commencing on the Drawdown Date of such Loan and ending on the last day of one of the periods set forth below, as selected by a Borrower in a Loan Request or resulting from a conversion under §§2.8 or 3.5 (i) for any Applicable Floating Rate Loan, the last day of the calendar quarter; and (ii) for any Applicable Offered Rate Loan, 1, 2, 3 or 6 (or, if agreed to by all Lenders 12) months; and (b) thereafter, each period commencing on the last day of the preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Applicable Borrower; provided that (i) all of the foregoing provisions relating to Interest Periods are subject to the following: if any Interest Period with respect to an Applicable Offered Rate Loan would otherwise end on a day that is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day; if any Interest Period with respect to an Applicable Floating Rate Loan would end on a day that is not a Business Day, that Interest Period shall end on the next succeeding Business Day; if any Borrower shall fail to give notice as provided in §§2.8 or 3.5, such Borrower shall be deemed to have requested a conversion of the affected Applicable Offered Rate Loan or Applicable Floating Rate Loan to a one month Applicable Offered Rate Loan, on the last day of the then current Interest Period with respect thereto; any Interest Period relating to any Applicable Offered Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; any Interest Period that would otherwise extend beyond the Maturity Date shall end on the Maturity Date; and interest shall accrue for the first day of each Interest Period and each day thereafter up to but ( provided that interest is timely paid) not including the last day of such Interest Period and (ii) the initial Interest Period with respect to the Loans exchanged pursuant to Amendment No. 1 shall be the Interest Period for the Loans under the Original Credit Agreement from which such Loans have been exchanged from.

“ International Standby Practices ”. With respect to any standby Letter of Credit, International Standby Practices (ISP98) as promulgated by the Institute of International Banking Law & Practice, Inc., or any successor code of standby letter of credit practices among banks adopted by the Issuing Lender in the ordinary course of its business as a standby letter of credit issuer and in effect at the time of issuance of such Letter of Credit.

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“ Investments ”. All expenditures made and all liabilities incurred (contingently or otherwise) for the acquisition of stock or Indebtedness of, or for loans, advances, capital contributions or transfers of property to (other than dispositions of property permitted by §10.5.3), or in respect of any guaranties (or other commitments as described under Indebtedness), or obligations of, any Person. In determining the aggregate amount of Investments outstanding at any particular time: (a) the amount of any Investment represented by a guaranty shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (b) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (c) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (d) without duplication there shall be deducted in respect of any Investment any amounts received as cash earnings on such Investment, whether as dividends, interest or otherwise; and (e) there shall not be deducted from the aggregate amount of Investments any decrease in the value thereof.

“ Issuer Document ”. With respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Lender and Applicable Borrower (or any Subsidiary) or in favor of the Issuing Lender and relating to any such Letter of Credit.

“ Issuing Lender ”. Bank of America (or any subsidiary or Affiliate of Bank of America designated by Bank of America), in its capacity as issuer of Letters of Credit pursuant to §5, or any successor issuer of Letters of Credit hereunder.

“ ITA ”. The United Kingdom Income Tax Act 2007.

“ Latest Maturity Date ”. At any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan or any Incremental Term Commitment, in each case as extended in accordance with this Credit Agreement from time to time.

“ Laws ”. Collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ Lender Affiliate ”. With respect to any Lender, (a) an Affiliate of such Lender or (b) any Approved Fund.

“ Lenders ”. The Domestic Lenders, the European Lenders, the Canadian Lenders, the Australian Lenders and the UK Lenders party hereto and any other Person who becomes an assignee of any rights and obligations of a Lender pursuant to §20. In addition, unless the context otherwise requires, the term “Lenders” includes the Swingline Lenders, the Issuing Lender, any Extending Lender and any Incremental Term Lender.

“ Lending Office ”. As to any Lender, initially the office or offices of such Lender designated as such in Schedule II ; thereafter, such other office or offices as a Lender may from time to time notify GWI and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

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“ Letter of Credit ”. See §5.1.1(a).

“ Letter of Credit Advance ”. With respect to each Lender, such Lender’s funding of its participation in any Letter of Credit Borrowing in accordance with its Commitment Percentage.

“ Letter of Credit Application ”. See §5.1.1(a).

“ Letter of Credit Borrowing ”. An extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Domestic Revolving Loan, European Loan, Canadian Revolving Loan, Australian Revolving Loan or UK Revolving Loan.

“ Letter of Credit Borrowing Date ”. See §5.3(a).

“ Letter of Credit Expiration Date ”. The day that is seven days prior to the latest Maturity Date (or, if such day is not a Business Day, the next preceding Business Day) of the applicable Revolving Loan Commitment.

“ Letter of Credit Fee ”. See §5.10.

“ Letter of Credit Obligations ”. As of any date, the sum of the Maximum Drawing Amount as of such date and all Unpaid Reimbursement Obligations as of such date. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with §5.8. For all purposes of this Credit Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Letter of Credit Participation ”. See §5.1.4.

“ LIBOR Rate ”. For any Interest Period with respect to a LIBOR Rate Loan, a rate per annum determined by the Administrative Agent pursuant to the following formula:

Where,

“ LIBOR Base Rate ” means, for such Interest Period, the rate per annum equal to the higher of the London Interbank Offered Rate (“ LIBOR ”), as published by Bloomberg (or other commercially available source providing quotations of LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “LIBOR Base Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the LIBOR Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America-London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

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For any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in Same Day Funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America-London Branch (or other Bank of America branch or Affiliate) to major banks in the London interbank Eurodollar market at their request at the date and time of determination.

If the LIBOR Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“ LIBOR Rate Loans ”. Loans bearing interest calculated by reference to the LIBOR Rate.

“ Lien ”. Any mortgage, deed of trust, security interest (including a ‘security interest’ within the meaning of section 12(1) of the PPSA (Australia)), hypothec, pledge, hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien (statutory, judgment or otherwise), a mandate (“ mandaat ”/“ mandat ”) to create a mortgage or pledge over business assets or other security agreement or preferential arrangement of any kind or nature whatsoever (including “ voorrecht ”/“ privilege ”, any conditional sale or other title retention agreement, any Capitalized Lease, any Government Grant, or any financing lease involving substantially the same economic effect as any of the foregoing).

“ Loan Documents ”. Collectively, this Credit Agreement, the Collateral Documents, the Notes, the Letter of Credit Applications, the Letters of Credit, the Fee Letter and any Instruments of Adherence (Guaranty) executed in connection herewith, and any amendments to the foregoing including pursuant to Amendment No. 1.

“ Loan Party ”. Any Borrower or Guarantor.

“ Loan Request ”. See §2.6(a).

“ Loans ”. Collectively, the Domestic Revolving Loans, the European Loans, the Australian Revolving Loans, the Australian Term Loan, the Domestic Term Loan, the Swingline Loans, the Canadian Revolving Loans, the UK Term Loans, the UK Revolving Loans, the Incremental Term Loans and Incremental Revolving Loans.

“ Management Determination ”. See §7.1(g).

“ Mandatory Cost ”. With respect to any period, the percentage rate per annum determined in accordance with Schedule 1.1(c) .

“ Manufactured (Mobile) Homes ”. §8.27(b).

“ Material Acquisition ”. A Permitted Acquisition with an aggregate Purchase Price greater than $300,000,000.

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“ Material Adverse Effect ”. With respect to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding):

(a) material adverse effect on the business, properties, financial condition, assets, operations or income of the Borrowers and their Restricted Subsidiaries, taken as a whole; or

(b) a material adverse effect on the rights, remedies or benefits available to any Agent or any Lender under any Loan Document.

“ Material Foreign Subsidiary ”. Each Foreign Subsidiary that is not an Immaterial Foreign Subsidiary.

“ Maturity Date ”. March 31, 2020, or such earlier date as the Obligations become due and payable pursuant to the terms of this Credit Agreement.

“ Maximum Drawing Amount ”. The sum of the maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of the Letters of Credit.

“ Maximum Incremental Facilities Amount ”. See §6.18.1.

“ Minimum Extension Condition ”. See §6.19(b).

“ Minor Permitted Acquisition ”. An acquisition or series of related acquisitions by any Borrower or any Restricted Subsidiary of any Borrower (with the proceeds of a capital contribution from such Borrower or otherwise) of any other Person, or of any business, division or operating unit of any other Person (whether by way of merger or a purchase of assets or Capital Stock) for which the Purchase Price is less than $75,000,000.

“ Moody’s ”. See definition of Cash Equivalents.

“ Mortgage ”. An agreement, including, but not limited to, a mortgage, deed of trust, debenture, hypothec, deed to secure debt, leasehold mortgage, leasehold deed to secure debt, leasehold deed of trust or any other document, creating and evidencing a Lien on Mortgaged Property, with such schedules and including such provisions as shall be necessary to conform such document to applicable local law or as shall be customary under applicable local law, in each case as the same may be amended, amended and restated, supplemented, assigned or otherwise modified from time to time in form and substance reasonably acceptable to the Administrative Agent.

“ Mortgaged Property ”. Each real property identified as a Mortgaged Property on Schedule IV attached hereto. For the avoidance of doubt, at no time shall Mortgaged Property include any Buildings or Manufactured (Mobile) Homes.

“ Multiemployer Plan ”. Any multiemployer plan (as defined in §4001(a)(3) of ERISA) to which GWI or any ERISA Affiliate makes, is obligated to make, or during the preceding five plan years has made or been obligated to make, contributions.

“ Multiple Employer Plan ”. A Pension Plan which has two or more contributing sponsors (one of which is GWI or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in §4063 of ERISA.

“ Net Assets ”. See §7.1(g).

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“ Net Cash Proceeds ”.

(a) With respect to any Disposition by any Loan Party or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition (including any cash and Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Disposition, any insurance proceeds or condemnation awards in respect of such Disposition actually received by or paid to or for the account of any Loan Party or any of their Restricted Subsidiaries) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition and required to be repaid in connection with such Disposition (other than Indebtedness under the Loan Documents), (B) the out-of-pocket fees, commissions and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by such Borrower or such Restricted Subsidiary in connection with such Disposition, (C) Taxes (or distributions for Taxes pursuant to §10.4) paid or reasonably estimated to be payable in connection therewith and (D) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrowers or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include the amount of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this clause (D); provided that, if no Default or Event of Default has occurred and is continuing, on the date of receipt of such proceeds, the Applicable Borrower or any Restricted Subsidiary may state, in a written certificate delivered to the Administrative Agent following receipt of any such proceeds, the Applicable Borrower’s or such Restricted Subsidiary’s intention to use, or to commit to use, any portion of such proceeds, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Applicable Borrower and the Restricted Subsidiaries or to make investments in one or a series of related or unrelated Permitted Acquisitions or Investments permitted by §10.3 or make other Capital Expenditures, in each case, within twelve months of such receipt, and such portion of such proceeds shall not constitute Net Cash Proceeds except to the extent (A) not so used within such twelve-month period or (B) if committed to be used within such twelve-month period, not so used within 18 months of such receipt); provided further that no such net cash proceeds in any calendar year shall constitute Net Cash Proceeds under this clause (a) until the aggregate amount of all such net cash proceeds shall exceed $75,000,000 (and then only with respect to the amount in excess of $75,000,000); and

(b) with respect to the sale or issuance of any equity interest by any Loan Party or any of its Restricted Subsidiaries, or the incurrence or issuance of any Indebtedness by any Loan Party or any of its Restricted Subsidiaries, the excess, if any, of (A) the sum of the cash and Cash Equivalents received in connection with such incurrence, issuance or other obtaining over (B) the investment banking fees, discounts, issuance costs, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by any Loan Party or such Restricted Subsidiary in connection with such incurrence, issuance or other obtaining.

“ New Subsidiary ”. See definition of Consolidated EBITDA.

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“ No Undisclosed Information Representation ”. A representation that such Person is not in possession of any material non-public information that has not been disclosed to investors or has not otherwise been disseminated in a manner making it available to investors generally, in each case within the meaning of Regulation FD, prior to such time, with respect to GWI or its Affiliates, or the securities of any of the foregoing.

“ Non-Cash Charges ”. (a) Any non-cash impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities pursuant to GAAP, (b) all non-cash losses from investments recorded using the equity method, (c) all Non-Cash Compensation Expenses, (d) the non-cash impact of purchase accounting, (e) the non-cash impact of accounting changes or restatements, (f) all non-cash expenses in connection with Hedging Agreements incurred in the ordinary course of business and (g) other non-cash charges ( provided , in each case, that if any non-cash charges or items that represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“ Non-Cash Compensation Expense ”. Any non-cash expenses and costs that result from the issuance of stock-based awards, partnership interest-based awards and similar incentive-based compensation awards or arrangements.

“ Non-Cash Compensation Liabilities ”. Any liabilities recorded in connection with stock-based awards, partnership interest-based awards and similar incentive based compensation awards or arrangements.

“ Non-Extension Notice Date ”. See §5.1.2(b).

“ Non-Guarantor Subsidiary ”. Each Unrestricted Subsidiary and any Subsidiary that is not a Loan Party.

“ Note Record ”. The grid attached to a Note, or the continuation of such grid, or any other similar record, including computer records, maintained by any Lender with respect to any Loan referred to in such Note.

“ Notes ”. Collectively, the Domestic Notes, the Australian Notes, the European Notes, the Canadian Revolving Notes and the UK Notes.

“ Obligations ”. Collectively or individually, as the context requires, the U.S. Obligations and the Foreign Obligations.

“ OFAC ”. See §8.25.

“ Offshore Associate ”. An Associate:

(a) which is a non-resident of Australia and does not become a Lender or receive a payment in carrying on a business in Australia at or through a permanent establishment of the Associate in Australia; or

(b) which is a resident of Australia and which becomes a Lender or receives a payment in carrying on a business in a country outside Australia at or through a permanent establishment of the Associate in that country,

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and, in either case, which does not become a Lender and receive payment in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme.

“ OID ”. See §6.18.3(v).

“ Original Australian Security Agreement ”. Each of (i) the General Security Deed dated as of the Closing Date between the Australian Borrower and the Administrative Agent (as amended), (ii) the General Security Deed dated as of the Closing Date among the Australian Guarantors party thereto and the Administrative Agent and (iii) the Specific Security Deed (Partnership Interest) dated as of the Closing Date among GWI Holdings B.V., GWI International B.V. and the Administrative Agent.

“ Original Credit Agreement ”. See recitals.

“ Other Designated Subsidiary Commitments ”. The Revolving Credit Commitments of any Other Designated Subsidiary Lenders.

“ Other Designated Subsidiary Lenders ”. The Designated Subsidiary Lenders with respect to any Designated Subsidiary Commitment created prior to any applicable date of Designation, acting in their role as Lenders of Loans to such applicable Designated Subsidiary and any other Person who becomes an assignee of any rights and obligations of any Other Designated Subsidiary Lender pursuant to §20.

“ Other Revolving Loan Commitments ”. One or more tranche revolving credit commitments hereunder that result from a Refinancing Amendment.

“ Other Revolving Loan Lender ”. A Lender of Other Revolving Loans.

“ Other Revolving Loans ”. One or more tranche of Revolving Loans that result from a Refinancing Amendment.

“ Other Term Loan Commitments ”. One or more tranche of term loan commitments hereunder that result from a Refinancing Amendment.

“ Other Term Loan Lender ”. A Lender of Other Term Loans.

“ Other Term Loans ”. One or more tranche of Term Loans that result from a Refinancing Amendment.

“ Other Taxes ”. All present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Credit Agreement or any other Loan Document; provided , that Other Taxes in respect of any UK Loan shall not include any stamp duty, registration or similar Taxes payable in respect of an assignment or transfer of any rights of any UK Lender under a UK Loan.

“ Outside Date ”. April 26, 2015.

“ Outstanding ” or “ outstanding ”. With respect to the Loans, the aggregate unpaid principal thereof as of the date of determination.

“ Pari Passu Intercreditor Agreement ”. An intercreditor agreement substantially in the form of Exhibit I .

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“ Participant ”. See §20.4(a).

“ Participant Register ”. See §20.4(b).

“ Participating Member State ”. Each state so described in any EMU Legislation.

“ Patriot Act ”. See §8.25.

“ Payment Event of Default ”. See §6.10.

“ PBGC ”. The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.

“ Pension Plan ”. A Plan that is either covered by Title IV of ERISA or is subject to the minimum funding standards under §§412, 430 and 436 of the Code or §§302 and 305 of ERISA.

“ Perfection Certificate Supplement ”. A certificate supplement in the form of Exhibit G-2 or any other form approved by the Administrative Agent.

“ Perfection Certificates ”. Certificates in the form of Exhibit G-1 or any other form approved by the Administrative Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“ Permitted Acquisition(s) ”. See §10.5.2(c).

“ Permitted Debt Conditions ”. As to any Indebtedness, such applicable Indebtedness (i) is not scheduled to mature prior to the Maturity Date and does not have a shorter Weighted Average Life to Maturity than the Term Loans outstanding on the Closing Date, (ii) has covenants no more restrictive (taken as a whole) than those set forth in this Credit Agreement as determined in good faith by GWI.

“ Permitted First Lien Indebtedness ”. Any Indebtedness in the form of one or more series of senior secured notes of the Loan Parties that (i) is secured by the Collateral on a pari passu basis to the liens securing the Obligations and is not secured by any property or assets of the Loan Parties or any Restricted Subsidiary other than the Collateral and (ii) meets the Permitted Debt Conditions. The holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Pari Passu Intercreditor Agreement.

“ Permitted First Priority Refinancing Debt ”. Any secured Indebtedness incurred by a Borrower in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of GWI, the Borrowers or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (iv) such Indebtedness in the form of notes shall not contain any mandatory prepayment provisions (other than related to customary asset sale and change of control offers or events of default) that could result in prepayments of such notes prior to the Indebtedness being refinanced, (v) the other term and conditions of such Permitted First Priority Refinancing Debt (excluding pricing, interest rate margin, rate floors, discounts, fees and prepayment or redemption provisions) are not materially more favorable (when taken as a whole) to the lenders or investors providing such Permitted First Priority Refinancing Debt than the terms of the Indebtedness being refinanced, (vi) the holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Pari Passu Intercreditor Agreement and (vii) such Indebtedness meets the requirements of clause (i) of the definition of “Permitted Debt Conditions”.

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“ Permitted Liens ”. Liens permitted by §10.2.

“ Permitted Preferred Stock ”. Any Qualified Capital Stock of GWI issued on or after the Restatement Effective Date with an aggregate liquidation preference of not more than $500,000,000 and a dividend rate of not more than 10.0% per annum.

“ Permitted Second Lien Indebtedness ”. Any Indebtedness of the Loan Parties that (i) is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and is not secured by any property or assets of the Loan Parties or any Restricted Subsidiary other than the Collateral and (ii) meets the Permitted Debt Conditions. The holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Second Lien Intercreditor Agreement.

“ Permitted Second Priority Refinancing Debt ”. Any secured Indebtedness incurred by a Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of GWI, the Borrowers or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (iv) such Indebtedness in the form of notes shall not contain any mandatory prepayment provisions (other than related to customary asset sale and change of control offers or events of default) that could result in prepayments of such notes prior to the Indebtedness being refinanced, (v) the other term and conditions of such Permitted Second Priority Refinancing Debt (excluding pricing, interest rate margin, rate floors, discounts, fees and prepayment or redemption provisions) are not materially more favorable (when taken as a whole) to the lenders or investors providing such Permitted Second Priority Refinancing Debt than the terms of the Indebtedness being refinanced, (vi) the holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Second Lien Intercreditor Agreement and (vii) such Indebtedness meets the requirements of clause (i) of the definition of “Permitted Debt Conditions”.

“ Permitted Unsecured Indebtedness ”. Any unsecured Indebtedness of the Loan Parties that meets the Permitted Debt Conditions.

“ Permitted Unsecured Refinancing Debt ”. Any unsecured Indebtedness incurred by a Borrower in the form of one or more series of senior unsecured notes or loans; provided that (i) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (ii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (iii) such Indebtedness in the form of notes shall not contain any mandatory prepayment provisions (other than related to customary asset sale and change of control offers or events of default) that could result in prepayments of such notes prior to the Indebtedness being refinanced, (iv) the other term and conditions of such Permitted Unsecured Refinancing Debt (excluding pricing, interest rate margin, rate floors, discounts, fees and prepayment or redemption provisions) are not materially more favorable (when taken as a whole) to the lenders or investors providing such Permitted Unsecured Refinancing Debt than the terms of the Indebtedness being refinanced and (v) such Indebtedness meets the requirements of clause (i) of the definition of “Permitted Debt Conditions.

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“ Person ”. Any individual, corporation, limited liability company, partnership, limited liability partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

“ Plan ”. An employee benefit plan within the meaning of §3(3) of ERISA (excluding a Multiemployer Plan), maintained for employees of GWI or any ERISA Affiliate or to which GWI or any ERISA Affiliate is required to contribute on behalf of any of its employees or has any liability, actual or contingent.

“ Platform ”. See §9.4.

“ Polish Bankruptcy and Restructuring Law ”. See §7.1(d).

“ Polish Guarantor ”. See §7.1(d).

“ PPS Law ”. (i) The PPSA (Australia), (ii) any regulation made under the PPSA (Australia), (iii) any provision of the PPSA (Australia) or any regulation made under, or determination made in relation to, the PPSA (Australia), (iv) any amendment made at any time to any PPS Law referred to in any of clauses (i) through (iii) or (v) any amendment made at any time to any other legislation as a consequence of a PPS Law referred to in any of clauses (i) through (iv).

“ PPSA ”. In relation to the Canadian Borrower or any Canadian Guarantor or if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the laws of Canada or any province or territory thereof, the Personal Property Security Act (Ontario), provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by a Personal Property Security Act as in effect in a province or territory in Canada other than the Province of Ontario or the Province of Québec, “PPSA” means the Personal Property Security Act as in effect from time to time in such other province or territory, as applicable, for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ PPSA (Australia) ”. The Personal Property Securities Act 2009 (Cwlth) .

“ Preferred Equity ”. As applied to the Capital Stock of any Person, means Capital Stock of such Person (other than common Capital Stock of such Person) of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.

“ primary obligation ”. See definition of “Indebtedness”.

“ primary obligor ”. See definition of “Indebtedness”.

“ Primary Syndication ”. The initial placement by Bank of America of participations in the Facilities, such placement occurring prior to the expiration of 60 Business Days after the Restatement Effective Date.

“ Public Lender ”. See §9.4.

“ Purchase Contract ”. See definition of “2012 Convertible Equity”.

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“ Purchase Price ”. With respect to any Permitted Acquisition, all consideration (other than consideration in the form of Capital Stock of any Borrower or any Restricted Subsidiary) payable by any of the Borrowers or any of their Restricted Subsidiaries in connection with such Permitted Acquisition, including, without limitation, cash payments, the principal amount of any promissory notes issued by any of the Borrowers or any of their Restricted Subsidiaries, any amounts payable by any of the Borrowers or any of their Restricted Subsidiaries in consideration for any non-compete covenant, deferred purchase price, earn-out or similar payment and the amount of any Indebtedness assumed by any of the Borrowers or any of their Restricted Subsidiaries.

“ Purchasing Lender ”. See §31(c).

“ Protesting Lender ”. See §6.23(b).

“ Qualified Capital Stock ”. Any Preferred Equity of GWI so long as the terms of any such Preferred Equity (and the terms of any Capital Stock into which such Preferred Equity is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof) (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to May 31, 2021 other than as a result of customary asset sale and change of control offers and (y) contain covenants that are not, taken as a whole, materially more restrictive than the covenants of this Agreement.

“ Qualified ECP Guarantor ”. In respect of any Swap Obligation, each Guarantor that, at the time the relevant Guaranty (or grant of the relevant security interest, as applicable) becomes or would become effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and which may cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to § 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualifying Lender ” With respect to the UK Borrower, (i) a UK Lender which is beneficially entitled to interest payable to that Lender in respect of a UK Loan and is: (A) a Lender: (1) which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a UK Loan and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or (2)in respect of an advance made under a UK Loan by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or is a bank that would be within the charge to corporation tax as respects the payments of interest a part from section 18A of the CTA; or (B) a Lender which is: (1) a company resident in the United Kingdom for United Kingdom tax purposes; (2) a partnership each member of which is: (a) a company so resident in the United Kingdom; or (b) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; (3) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or (C) a Treaty Lender; or (ii) a UK Lender which is a building society (as defined for the purpose of section 880 of the ITA) making an advance under a UK Loan.

“ Railcare ”. Railcare Inc., a corporation constituted under the laws of Ontario, Canada.

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“ RailInvest ”. RailInvest Holding Company Limited, a company incorporated and registered in England and Wales with company number 6522978 whose registered office is at 3rd Floor, The Podium, One Eversholt Street, London NW1 2FL.

“ RailInvest Acquisition ”. See §8.14.

“ RailInvest Acquisition Agreement ”. That certain Share Purchase Agreement, dated as of February 24, 2015, by and among RailInvest Investments Limited, a limited company incorporated in the Cayman Islands whose registered office is at c/o Paget Brown Trust Company Limited, Boundary Hall, Cricket Square, Grand Cayman KY1-1102, Cayman Islands, the management sellers party thereto, the UK Borrower and GWI.