LONG-TERM DEBT:

Long-term debt consisted of the following as of December 31, 2013 and 2012 (dollars in thousands):



	2013		2012
Credit Agreement with variable interest rates (weighted average of 2.13% and 3.04% before impact of interest rate swaps at December 31, 2013 and 2012, respectively) due 2017	$	1,583,798	$	1,805,799
Amortizing Notes component of TEUs with fixed interest rate of 5.00% due 2015	21,878		32,435
Other debt and capital leases with interest rates up to 10.00% and maturing at various dates up to 2054	19,036		19,901
Long-term debt	1,624,712		1,858,135
Less: current portion	84,366		87,569
Long-term debt, less current portion	$	1,540,346	$	1,770,566

Credit Agreement

As of October 1, 2012, the Senior Secured Syndicated Credit Facility Agreement (the Credit Agreement) included a $425.0 million revolving credit facility, a $1.6 billion United States term loan, a C$24.6 million ($25.0 million at the exchange rate on October 1, 2012) Canadian term loan and an A$202.9 million ($210.0 million at the exchange rate on October 1, 2012) Australian term loan. The revolving credit facility also includes borrowing capacity for letters of credit and for borrowings on same-day notice, referred to as swingline loans. The Credit Agreement has a maturity date of October 1, 2017.

The Credit Agreement allows for borrowings under the revolving credit facility in United States dollars, Euros, Canadian dollars and Australian dollars. Under the revolving credit facility, the applicable borrowing spread for the United States base rate loans and Canadian base rate loans under the Credit Agreement initially were 1.50% over the base rate through December 31, 2012 and ranged from 0.50% to 1.75% over the base rate depending upon the Company's total leverage ratio through March 27, 2013. The applicable borrowing spread in the case of the United States, Canadian and European loans is the London Interbank Offered Rate (LIBOR) and the Australian loans is the Bank Bill Swap Reference Rate (BBSW), which were initially 2.50% over the LIBOR and BBSW rate through December 31, 2012 and ranged from 1.50% to 2.75% over these rates depending upon the Company's total leverage ratio through March 27, 2013. BBSW is the wholesale interbank reference rate within Australia, which the Company believes is generally considered the Australian equivalent to LIBOR. On March 28, 2013, the Company entered into Amendment No. 1 (the Amendment) to the Credit Agreement. As a result of the Amendment, the applicable borrowing spread for the United States and Canadian base rate loans under the revolving credit facility were reduced to 0.25% to 1.50% over the base rate and the applicable borrowing spread for the United States, Canadian, European and Australian term loans were reduced to 1.25% to 2.50% over the respective LIBOR and BBSW rates depending upon the Company’s total leverage ratio.

The existing term loans and loans under the revolving credit facility are guaranteed by substantially all of the Company’s United States subsidiaries for the United States guaranteed obligations and by substantially all of its foreign subsidiaries for the foreign guaranteed obligations. The Credit Agreement is collateralized by a substantial portion of the Company’s real and personal property assets of its domestic subsidiaries that have guaranteed the United States obligations under the Credit Agreement and a substantial portion of the personal property assets of its foreign subsidiaries that have guaranteed the foreign obligations under the Credit Agreement.

During the three months ended December 31, 2012, the Company made prepayments on the United States term loan of $47.5 million, prepayments on the Canadian term loan of C$10.0 million (or $10.0 million at the exchange rate on the date it was paid) and prepayments on the Australian term loan of A$18.0 million (or $18.6 million at the exchange rate on the date it was paid). The Company also made scheduled quarterly principal payments of $16.4 million on the United States term loan, C$0.2 million (or $0.2 million at the average exchange rate during the period in which paid) on the Canadian term loan and A$2.0 million (or $2.1 million at the average exchange rate during the period in which paid) on the Australian term loan during the three months ended December 31, 2012.

In March 2013, the Company prepaid in full the remaining balance on the Canadian term loan, which resulted in the write-off of unamortized deferred financing costs of $0.5 million. In addition, during the year ended December 31, 2013, the Company made prepayments of $79.0 million and scheduled quarterly principal payments totaling $63.7 million on the United States term loan. During the year ended December 31, 2013, the Company made prepayments of A$24.0 million (or $23.6 million at the average exchange rates during the periods in which paid) and scheduled quarterly principal payments totaling A$8.1 million (or $7.7 million at the average exchange rates during the periods in which paid) on the Australian term loan.

As of December 31, 2013, the Company had outstanding term loans of $1.4 billion in the United States with an interest rate of 1.92% and A$150.8 million in Australia (or $134.4 million at the exchange rate on December 31, 2013) with an interest rate of 4.40%. As of December 31, 2013, the Company had outstanding revolving credit facilities of $11.0 million in the United States with an interest rate of 1.92% and €3.6 million in Europe (or $4.9 million at the exchange rate on December 31, 2013) with an interest rate of 1.97%.

In addition to paying interest on any outstanding borrowings under the Credit Agreement, the Company is required to pay a commitment fee in respect of the unutilized portion of the commitments under the revolving credit facility. The commitment fee rate initially was 0.50% per annum through December 31, 2012 and will range from 0.25% to 0.50% depending upon the Company's total leverage ratio thereafter. The Company also pays customary letter of credit and agency fees.

The Credit Agreement also includes (a) a $45.0 million sub-limit for the issuance of standby letters of credit and (b) sub-limits for swingline loans including (i) up to $30.0 million under the United States revolving credit facility, (ii) up to $15.0 million under each of the Canadian revolving credit facility and the Australian revolving credit facility and (iii) up to $10.0 million under the Euro revolving credit facility.

The Credit Agreement contains a number of customary affirmative and negative covenants that, among other things, limit or prohibit the Company's ability, subject to certain exceptions, to incur additional indebtedness; create liens; make investments; pay dividends on capital stock or redeem, repurchase or retire capital stock; consolidate or merge or make acquisitions or dispose of assets; enter into sale and leaseback transactions; engage in any business unrelated to the business currently conducted by the Company; sell or issue capital stock of any of the Company's restricted subsidiaries; change its fiscal year; enter into certain agreements containing negative pledges and upstream limitations and engage in certain transactions with affiliates. Under the Credit Agreement, the Company may not have an interest coverage ratio less than 3.50 to 1.00 as of the last day of any fiscal quarter. In addition, the Company may not exceed specified maximum total leverage ratios as described in the following table:



Period	Maximum Total Leverage Ratio
Closing Date through September 30, 2013	4.75 to 1.00
October 1, 2013 through September 30, 2014	4.25 to 1.00
October 1, 2014 through September 30, 2015	3.75 to 1.00
October 1, 2015 and thereafter	3.50 to 1.00

As of December 31, 2013, the Company was in compliance with the covenants under the Credit Agreement. As of December 31, 2013, the Company's $425.0 million revolving credit facility consisted of $15.9 million of outstanding debt, subsidiary letters of credit guarantees of $3.1 million and $406.0 million of unused borrowing capacity. Subject to maintaining compliance with the covenants under the Credit Agreement, the $406.0 million of unused borrowing capacity as of December 31, 2013 is available for working capital, capital expenditures, permitted investments, permitted acquisitions, refinancing existing indebtedness and general corporate purposes.

On July 29, 2011, the Company entered into the Third Amended and Restated Revolving Credit and Term Loan Agreement (the Prior Credit Agreement), which replaced the Company's credit agreement then in effect. The Prior Credit Agreement had a borrowing capacity of $750.0 million and a maturity date of July 29, 2016. The Prior Credit Agreement included a $425.0 million revolving credit facility, a $200.0 million United States term loan, an A$92.2 million ($100.0 million at the July 29, 2011 exchange rate) Australian term loan and a C$23.6 million ($25.0 million at the July 29, 2011 exchange rate) Canadian term loan. In connection with the RailAmerica acquisition, on October 1, 2012, the Company repaid in full all outstanding loans, together with interest and all other amounts due under the Prior Credit Agreement. No penalties were due in connection with such repayments. In connection with the repayment of the Prior Credit Agreement, the Company wrote off $2.9 million of unamortized debt issuance costs and incurred $0.5 million of legal expenses in the year ended December 31, 2012.

Senior Notes

In 2005, the Company completed a private placement of $100.0 million of Series B senior notes and $25.0 million of Series C senior notes. The Series B senior notes bore interest at 5.36% and were due in July 2015. On October 1, 2012, the Company repaid the $100.0 million of outstanding Series B senior notes, along with an aggregate $12.6 million make-whole payment, with proceeds from the Credit Agreement. The Series C senior notes had a borrowing rate of three-month LIBOR plus 0.70% and were repaid in July 2012 through borrowings under the Prior Credit Agreement. In addition, the Company wrote off $0.3 million of unamortized debt issuance costs associated with the senior notes during the year ended December 31, 2012.

TEUs

On September 19, 2012, the Company issued 2,300,000 5.00% TEUs. Each TEU initially consisted of a prepaid stock purchase contract (Purchase Contract) and a senior amortizing note due October 1, 2015 (Amortizing Note) issued by the Company, which had an initial principal amount of $14.1023 per Amortizing Note. As of December 31, 2013, the Amortizing Notes had an aggregate principal amount of $21.9 million. On each January 1, April 1, July 1 and October 1, the Company is required to pay holders of Amortizing Notes equal quarterly installments of $1.25 per Amortizing Note (except for the January 1, 2013 installment payment, which was $1.4167 per Amortizing Note), which cash payments in the aggregate will be equivalent to a 5.00% cash payment per year with respect to each $100 stated amount of the TEUs. Each installment constitutes a payment of interest (at an annual rate of 4.50%) and a partial repayment of principal on the Amortizing Note. The Amortizing Notes have a scheduled final installment payment date of October 1, 2015. If the Company elects to settle the Purchase Contracts early, holders of the Amortizing Notes will have the right to require the Company to repurchase such holders' Amortizing Notes, except in certain circumstances as described in the indenture governing the Amortizing Notes.

Non-Interest Bearing Loan

In 2010, as part of the acquisition of FreightLink Pty Ltd, Asia Pacific Transport Pty Ltd and related corporate entities (FreightLink Acquisition), the Company assumed debt with a carrying value of A$1.8 million (or $1.7 million at the exchange rate on December 1, 2010), which represented the fair value of an A$50.0 million (or $48.2 million at the exchange rate on December 1, 2010) non-interest bearing loan due in 2054. As of December 31, 2013, the carrying value of the loan was A$2.3 million (or $2.0 million at the exchange rate on December 31, 2013) with a non-cash imputed interest rate of 8.0%.

Schedule of Future Payments Including Capital Leases

The following is a summary of the maturities of long-term debt, including capital leases, as of December 31, 2013 (dollars in thousands):



2014	$	84,366
2015	106,022
2016	112,407
2017	1,320,643
2018	319
Thereafter (1)	44,759
Total	$	1,668,516


(1)	Includes the A$50.0 million (or $44.6 million at the exchange rate on December 31, 2013) non-interest bearing loan due in 2054 assumed in the FreightLink Acquisition with a carrying value of A$2.3 million (or $2.0 million at the exchange rate on December 31, 2013).