8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 24, 2010

Genesee & Wyoming Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31456	06-0984624
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

66 Field Point Road Greenwich, Connecticut	06830
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 629-3722

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, Genesee & Wyoming Inc. (the “Company”) entered into a Business Sale Agreement, dated as of June 9, 2010, as amended (the “BSA”), with FreightLink Pty Ltd (“FreightLink”) (receivers and managers appointed), Asia Pacific Transport Pty Ltd (receivers and managers appointed) (“APT”) and the other APT joint venture sellers (together with FreightLink and APT, “FL”) and the Company’s wholly owned subsidiary GWA (North) Pty Ltd (“North”). On November 24, 2010, the parties to the BSA entered into the Deed of Amendment and Acknowledgement to the Business Sale Agreement (“Deed of Amendment”), which formalized various immaterial amendments and waivers under the BSA and updated the transfer mechanics by which the transfer or replacement of various rights, sub-leases and contracts will occur between FL and North. In addition, the Deed of Amendment (a) established the completion date as December 1, 2010; (b) clarified the purchase price (as adjusted under the terms of the Business Sale Agreement) at A$332 million, which provides for the payment and reimbursement between the parties of agreed upon capital expenditure items, and certain pre-payments made by the Sellers before completion; (c) removed the requirement to transfer certain contracts which are no longer required or which have now terminated or expired; and (d) implemented other administrative changes to the Business Sale Agreement.

A copy of the Deed of Amendment is included as an exhibit to this Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of certain provisions of the Deed of Amendment is qualified in its entirety by reference thereto.

Item 2.01 Completion of Acquisition or Disposition of Assets

On December 1, 2010, the Company completed the acquisition of FreightLink. Pursuant to the BSA, North acquired FreightLink’s freight rail business between Tarcoola, South Australia and Darwin in the Northern Territory of Australia, certain material contracts, equipment and property leases, as well as FreightLink’s goodwill, intellectual property, plant, equipment and business inventory for A$332 million (US$319 million at current exchange rates) plus the assumption of debt with a carrying value of A$1.8 million (US$1.7 million at current exchange rates). In addition, the Company will incur transaction-related expenses of approximately A$24 million (US$23 million at current exchange rates) in the fourth quarter of 2010, principally related to the payment of stamp duty (an Australian asset transfer tax).

The Company’s subsidiary, Genesee & Wyoming Australia Pty Ltd (“GWA”), has managed FreightLink’s freight rail services since FreightLink’s inception in 2004 and currently provides the majority of FreightLink’s crews, manages FreightLink’s train operations and also leases locomotives and wagons to FreightLink.

The Company financed the purchase through a combination of cash on hand and by borrowing a total of US$193.1 million (at current exchange rates) under its Credit Agreement (as described below). See Item 2.03 below for additional information on the Company’s Credit Agreement and borrowings thereunder.

The Company issued a press release announcing the completion of the acquisition. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

Effective as of December 1, 2010, the Company financed the purchase of FreightLink by borrowing US$100.0 million and A$97.0 million (US$93.1 at current exchange rates), through a Domestic Borrower and its Australian Borrower, respectively, under its Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of August 8, 2008, as amended (the “Credit Agreement”), among (a) the Company and RP Acquisition Company Two, a Delaware corporation (“RP” and, together with the Company, the “Domestic Borrowers”), (b) Quebec Gatineau Railway Inc., a corporation constituted under the laws of Quebec, Canada (the “Canadian Borrower”), (c) GWA, a proprietary limited company incorporated under the laws of Australia (the “Australian Borrower”), (d) Rotterdam Rail Feeding, B.V., a private limited liability company constituted under the laws of the Netherlands (the “European Borrower” and, together with the Domestic Borrowers, the Canadian Borrower and the Australian Borrower, the “Borrowers”), (e) the Guarantors named therein, (f) Bank of America, N.A., a national banking association, and the other lending institutions party to the Credit Agreement, and (g) Bank of America, N.A., as administrative agent for itself and such lending institutions. For a description of the material terms and conditions of the Credit Agreement, please see the Company’s Form 8-K filed with the US Securities and Exchange Commission on August 8, 2008.

On November 29, 2010, a subsidiary of the Company, RP, entered into an Australian Dollar / U.S. Dollar cross currency swap agreement (the “Swap”), effective as of December 1, 2010, which Swap effectively converts RP’s US$100 million borrowings into an A$105 million based borrowing to better match liabilities with Australian dollar generated cash flows. On a quarterly basis the Swap requires RP to pay AUD BBSW plus 3.125% and allows RP to receive US LIBOR plus 2.48%. The Swap expires on December 1, 2012.

Certain of the lenders under the Credit Agreement, or their affiliates, have provided, and may in the future from time to time provide, certain commercial and investment banking, financial advisory and other services in the ordinary course of business for the Company and its affiliates, for which they have in the past and may in the future receive customary fees and commissions.

Item 9.01 Financial Statements and Exhibits

d) Exhibits.

10.1	Deed of Amendment and Acknowledgement to the Business Sale Agreement.
99.1	Press release, dated December 1, 2010, announcing the completion of the acquisition of FreightLink Pty Ltd.

Forward Looking Statement

Certain statements in this report that discuss the Company’s expectations are forward-looking statements within the meaning of the federal securities laws and are based upon the Company’s current belief as to the outcome of future events. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. The Company cautions investors and potential investors not to place undue reliance on such statements and disclaims any intention to update the current expectations or forward-looking statements contained in this filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENESEE & WYOMING INC.
By:	/S/    ALLISON M. FERGUS
	Allison M. Fergus Secretary

Date: December 1, 2010

EX-10.1

Exhibit 10.1

Deed of Amendment and

Acknowledgement

The parties specified in Schedule 1

Asia Pacific Transport Pty Ltd

(Receivers and Managers Appointed)

(Subject to Deed of Company Arrangement)

Freight Link Pty Ltd

(Receivers and Managers Appointed)

(Subject to Deed of Company Arrangement)

GWA (North) Pty Limited

Genesee & Wyoming Inc.

Allens Arthur Robinson

Level 28

Deutsche Bank Place

Corner Hunter and Phillip Streets

Sydney NSW 2000

Australia

Tel 61 2 9230 4000

Fax 61 2 9230 5333

www.aar.com.au

© Copyright Allens Arthur Robinson 2010

Deed of Amendment and Acknowledgement

1.	Table of Contents
1.	Definitions and Interpretation		3
	1.1	Definitions	4
	1.2	Interpretation	4
	1.3	Inconsistency	4
2.	Completion Date		4
3.	Conditions Precedent		4
	3.1	Sub-Leases	4
	3.2	Deed of Covenant (Darwin Port Corporation)	4
	3.3	Ministerial Consent – Aboriginal Land Rights (Northern Territory) Act 1976 (NT)	4
	3.4	Other Material Contract Amendments and Confirmations	4
	3.5	No prejudice to Purchaser’s rights to waive	5
4.	Sale and Purchase		5
	4.1	Business Contracts	5
	4.2	Business Property Leases	5
	4.3	Business Equipment Leases	6
	4.4	Authorisations	6
	4.5	Agreed CapEx Payments and Further CapEx Payments	6
	4.6	Acknowledgments	7
5.	Completion Deliverables		8
	5.1	US GAAP Statements	8
	5.2	Sub-licence Agreement	8
6.	Update of Land Title References		8
7.	Miscellaneous Amendments to Principal Agreement		8
8.	Remaining Provisions Unaffected		9
9.	Sale Document		9
10.	Receiver Liability		9
[Schedules Intentionally Omitted]

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Deed of Amendment and Acknowledgement

Date		24 November 2010
Parties
	1.	The parties specified in schedule 1 (JV SPV Sellers);
	2.	Freight Link Pty Ltd (Receivers and Managers Appointed) (Subject to Deed of Company Arrangement) (ACN 093 011 628) of 1 Station Place, Hindmarsh, South Australia 5007 (FreightLink);
	3.	Asia Pacific Transport Pty Ltd (Receivers and Managers Appointed) (Subject to Deed of Company Arrangement) (ACN 082 501 942) of 1 Station Place, Hindmarsh, South Australia 5007 (APT);
	4.	GWA (North) Pty Limited (ACN 144 081 774) of 320 Churchill Road, Kilburn, South Australia 5084 (Purchaser); and
	5.	Genesee & Wyoming Inc of 66 Field Point Road, Suite 200, Greenwich, CT 06830, United States of America (Purchaser’s Guarantor).
Recitals
	A	The parties are parties to a business sale agreement dated 9 June 2010 under which APT, the JV SPV Sellers and FreightLink have agreed to sell the Business and the Business Assets and the Purchaser has agreed to purchase the Business and the Business Assets and the Purchaser’s Guarantor has agreed to guarantee the obligations of the Purchaser (the Principal Agreement).
	B	The parties wish to acknowledge and agree certain matters that arise under the Principal Agreement in the manner set out in this Deed.

It is agreed as follows.

1. Definitions and Interpretation

1.1 Definitions

Definitions in the Principal Agreement apply in this Deed unless the context requires otherwise.

Port Terminal Development Agreement for Lease means the agreement entered into between the Darwin Port Corporation, APT and the Northern Territory of Australia dated 18 April 2001.

Substitute Arrangements means those arrangements outlined in Schedule 2.

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Deed of Amendment and Acknowledgement

1.2 Interpretation

Clauses 1.2, 1.3, and 23.8 to 23.13 inclusive of the Principal Agreement apply as if incorporated in this Deed.

1.3 Inconsistency

If there is any inconsistency between the provisions of this Deed and the provisions of the Principal Agreement then the provisions of this Deed will prevail to the extent of the inconsistency and the provisions of the Principal Agreement will be construed accordingly.

2. Completion Date

The definition of “Completion Date” in clause 1.1 of the Principal Agreement is amended by deleting it and replacing it with the following:

“Completion Date means 12:00 midnight on 1 December 2010, or such other date as agreed in writing by the Sellers and the Purchaser.”

3. Conditions Precedent

3.1 Sub-Leases

In respect of the Material Contracts specified in paragraphs (B), (C) and (D) of Schedule 13 of the Principal Agreement, the requirements of:

(a) clause 3.1(b) of the Principal Agreement; and

(b) clause 7.2(g)(i) of the Principal Agreement,

are amended by replacing them with the Substitute Arrangements specified in paragraph 3 of Schedule 2 to this Deed.

3.2 Deed of Covenant (Darwin Port Corporation)

The requirements of clause 3.1(c) of the Principal Agreement are amended by replacing them with the Substitute Arrangements specified in paragraph 4 of Schedule 2 to this Deed.

3.3 Ministerial Consent – Aboriginal Land Rights (Northern Territory) Act 1976 (NT)

The Corporation has confirmed to the parties that Ministerial consent is not required under section 19(8) of the Aboriginal Land Rights (Northern Territory) Act 1976 (NT) to the assignment or novation of the Aboriginal Land Sub-Leases. As a result, and notwithstanding clause 3.6(a) of the Principal Agreement, the parties agree that clause 3.1(e) of the Principal Agreement does not apply.

3.4 Other Material Contract Amendments and Confirmations

(a) The Material Contracts specified in paragraph (E) of Schedule 13 of the Principal Agreement are deleted, and the requirements of clauses 3.1(b) and 7.2(g)(i) of the Principal Agreement in respect of those Material Contracts deleted are replaced with the Substitute Arrangements specified in paragraphs 1 and 2 of Schedule 2 to this Deed.

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Deed of Amendment and Acknowledgement

(b) In respect of the Material Contract specified in paragraph (H) of Schedule 13 of the Principal Agreement, the requirements of clauses 3.1(b) and 7.2(g)(i) of the Principal Agreement are amended by replacing them with the requirement:

(i) for the Purchaser and the counterparty to that Material Contract (other than the Purchaser and FreightLink) to duly execute and deliver to the Purchaser, on or before Completion, a deed of novation in the form agreed between the Purchaser and that counterparty; and

(ii) for Territory Resources Limited to duly execute and deliver to FreightLink, on or before Completion, a deed of release in the form agreed between FreightLink and Territory Resources Limited.

(c) The Material Contracts specified in paragraphs (K) and (P) of Schedule 13 of the Principal Agreement are deleted. The parties acknowledge that on and from Completion the track access arrangements which are the subject of the Material Contract specified in paragraph (K) of Schedule 13 of the Principal Agreement that is deleted will be covered by a separate existing agreement with Australian Rail Track Corporation Limited.

(d) In respect of the Material Contract specified in paragraph (S) of Schedule 13 of the Principal Agreement, the requirements of clauses 3.1(b) and 7.2(g)(i) of the Principal Agreement are amended by replacing them with the requirement for the relevant Sellers and counterparties (other than the Purchaser) to duly execute and deliver to the Purchaser, on or before Completion, a deed of novation in respect of the Material Contract specified in paragraph (R) of Schedule 13 of the Principal Agreement.

(e) In respect of the Material Contracts specified in paragraphs (L), (M), (N), (U) and (V) of Schedule 13 of the Principal Agreement, the requirements of clauses 3.1(b) and 7.2(g)(i) of the Principal Agreement are amended by replacing them with the requirement for the relevant Sellers and counterparties (other than the Purchaser) to duly execute and deliver to the Purchaser, on or before Completion, deeds of novation in any form agreed between the parties to this Deed and the relevant counterparties of those Material Contracts.

3.5 No prejudice to Purchaser’s rights to waive

For clarity, the requirements of any Substitute Arrangement which amends and replaces a requirement of clause 3.1(b) of the Principal Agreement is itself capable of being waived by the Purchaser under clause 3.6(b) of the Principal Agreement.

4. Sale and Purchase

4.1 Business Contracts

The Business Contracts specified in paragraphs (c) and (g) of Schedule 12 of the Principal Agreement are deleted.

4.2 Business Property Leases

The Business Property Leases specified in paragraphs 4(a) and 4(b) of Schedule 9 of the Principal Agreement are deleted.

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Deed of Amendment and Acknowledgement

4.3 Business Equipment Leases

In respect of the Business Equipment Leases specified in part B of Schedule 11 of the Principal Agreement where G&WA or Scott Group or LeasePlan are noted as being the supplier, the requirements of clause 10.1 of the Principal Agreement are deemed to be satisfied.

4.4 Authorisations

(a) In respect of the Authorisation listed at paragraph 2 of Schedule 6 of the Principal Agreement, clause 4.6(a) and clause 7.2(f) of the Principal Agreement do not apply.

(b) Subject to clause 4.4(a) of this Deed, the Purchaser acknowledges that the Sellers have satisfied their obligations set out in clauses 4.6 and 7.2(f) of the Principal Agreement up to the date of this Deed. As and from Completion the Purchaser will not carry traffic on the Railway that would require it to hold the Authorisation listed at paragraph 2 of Schedule 6 of the Principal Agreement until such time as it holds that Authorisation.

4.5 Agreed CapEx Payments and Further CapEx Payments

(a) The definition of “Agreed CapEx Payments” in clause 1.1 of the Principal Agreement is deleted and replaced with the following:

“Agreed CapEx Payments means the capital expenditure in relation to the Business or the Business Assets that is actually paid by the Sellers or the Receivers between the date of this document and Completion, being the expenditure amounts as set out in part A of schedule 15.”

(b) The definition of “Further CapEx Payments” in clause 1.1 of the Principal Agreement is deleted and replaced with the following:

“Further CapEx Payments means the capital expenditure in relation to the Business or the Business Assets that the Sellers or the Receivers have incurred or have agreed to incur, which has not yet been paid, between the date of this document and Completion, being the expenditure amounts as set out in part B of schedule 15.”

(c) Schedule 15 of the Principal Agreement is deleted and replaced with the schedule set out in Schedule 4 of this Deed.

(d) If for any reason a Seller or the Receivers receives a refund of an Agreed CapEx Payment from a contractor (for example if part or all of the capital expenditure was not undertaken or part or all of the purchase order for the capital expenditure was cancelled or replaced with a new purchase order issued by the Purchaser), then, to the extent and only to the extent that the Sellers and the Receivers receive evidence from the relevant contractor to their satisfaction that the Sellers’ and Receivers’ liability under the relevant purchase order has been extinguished in whole or in part (as the case may be), the Sellers agree to remit that amount in full to the Purchaser on receipt, and until such payment to the Purchaser, agree to hold any such amount in a separate account for the benefit of the Purchaser.

(e) If for any reason any purchase orders in respect of Further CapEx Payments are cancelled (either in part or in their entirety) or replaced (either in part or in their entirety) with new purchase orders issued by the Purchaser, then, to the extent and only to the extent that the Sellers and the Receivers receive evidence from the relevant contractor to their satisfaction

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Deed of Amendment and Acknowledgement

that the Sellers’ and Receivers’ liability under the relevant purchase order has been extinguished in whole or in part (as the case may be), the Sellers agree to remit the amount of that extinguished liability to the Purchaser on receipt, and until such payment to the Purchaser, agree to hold any such amount in a separate account for the benefit of the Purchaser.

(f) To the extent that any purchase orders issued by the Sellers or the Receivers for capital expenditure in relation to the Business or the Business Assets, that are covered by Agreed CapEx Payments or Further CapEx Payments, are not assigned or novated to the Purchaser on and from Completion, then:

(i) the Sellers agree to assign the benefit of those purchase orders (in respect of which assignments do not require the consent of or action by the other party to the purchase order) to the Purchaser with effect on and from Completion; and

(ii) the Purchaser agrees to assume the burden of those purchase orders with effect on and from Completion,

as if such purchase orders were “Business Contracts” under clauses 9.1 and 9.2 of the Principal Agreement, and the parties agree that such assignment and assumption occurs on the terms of annexure B of the Principal Agreement without the need for the parties to enter into any further documentation despite clause 9.4 of the Principal Agreement.

(g) To the extent that any purchase orders issued by the Sellers or the Receivers for capital expenditure in relation to the Business or the Business Assets, that are covered by Agreed CapEx Payments or Further CapEx Payments, are not assigned or novated to the Purchaser on and from Completion, then:

(i) the Sellers and the Purchaser agree to use their respective reasonable endeavours, if required by the other, to assign the benefit of those purchase orders (in respect of which assignments are permitted (with the consent or other action by the other party) or in respect of which assignments are absolutely prohibited) to the Purchaser with effect on and from Completion; and

(ii) the Purchaser agrees to assume the burden of those purchase orders with effect on and from Completion,

as if such purchase orders were “Business Contracts” under clause 9.3 of the Principal Agreement, and the parties agree that the obligations of clauses 9.4 and 9.5 shall apply in relation to those purchase orders.

4.6 Acknowledgments

(a) Following the delivery of an Incremental Costs Notice under clause 5.1A of the Principal Agreement, the Purchase Price has been reduced by $1.5 million under clause 5.1A(E)(ii).

(b) The Purchase Price, as determined under the Principal Agreement (as amended by this Deed), is $331,935,832.97.

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Deed of Amendment and Acknowledgement

5. Completion Deliverables

5.1 US GAAP Statements

The requirements of clause 7.2(i) of the Principal Agreement are amended by replacing them with the Substitute Arrangements specified in paragraph 5 of Schedule 2 of this Deed.

5.2 Sub-licence Agreement

At Completion, the Sellers shall deliver to the Purchaser a sub-licence agreement duly executed by APT pursuant to which APT grants to the Purchaser a sub-licence in respect of the Proprietary Documentation (as that term is defined in the Concession Deed).

6. Update of Land Title References

The title references in respect of some land parcels under the Existing Corridor Sub-Leases (as set out in paragraph 1 of Schedule 9 and paragraph B of Schedule 13 of the Principal Agreement) have changed since the date of the Principal Agreement. The updated title references in respect of those land parcels are set out in Schedule 3 of this Deed, and the Principal Agreement is amended accordingly.

7. Miscellaneous Amendments to Principal Agreement

The Principal Agreement is amended by:

(a) deleting the words “Crown Lease Term No 1990” as they appear in:

(i) paragraph 3(x) of Schedule 9 of the Principal Agreement; and

(ii) paragraph (D)(x) of Schedule 13 of the Principal Agreement,

and replacing those words with the words “Crown Lease Term No 1900” in each case;

(b) deleting the words “DP World Australia Limited (formerly P & O Ports Limited (ACN 000 049 310))” as they appear in paragraph (Q) of Schedule 13 of the Principal Agreement and replacing those words with the words “POAGS Pty Ltd (ACN 123 021 492) (formerly P & O Ports Limited)”;

(c) deleting the words “P & O” as they appear for the second time in paragraph (Q) of Schedule 13 of the Principal Agreement and replacing those words with the words “POAGS Pty Ltd”;

(d) deleting the words “Pacific National Bulk Rail Pty Ltd (formerly Great Southern Railway Limited)” as they appear in paragraph (W) of Schedule 13 of the Principal Agreement and replacing those words with the words “Great Southern Rail Limited (formerly Great Southern Railway Limited) (ACN 079 476 949)”;

(e) inserting the following words immediately after the words “D&C Contract” in paragraph (e)(ii) of Schedule 14 of the Principal Agreement:

“(save any benefit or right arising from the grant of a sub-licence by APT to the Purchaser in respect of the Proprietary Documentation (as that term is defined in the Concession Deed))”;

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Deed of Amendment and Acknowledgement

(f) deleting all of the words that appear in clause 5.5(c) of the Principal Agreement and replacing those words with the words “Not used”;

(g) deleting all of the words that appear in clause 5.5(d) of the Principal Agreement and replacing those words with the words “Not used”;

(h) inserting Schedule 5 to this Deed as a new Schedule 16 of the Principal Agreement;

(i) inserting the words “plus an amount equal to the Pre-Payment Amount” immediately after the words “plus an amount equal to any Further CapEx Payments,” as they appear in clause 5.1 of the Principal Agreement; and

(j) inserting the following words, immediately after the definition of “Post-Completion Sale Fees” in clause 1.1 of the Principal Agreement:

“Pre-Payment Amount means an amount equal to the aggregate of the amounts set out in the column headed “Purchaser’s Liability” in the table in Schedule 16”.

8. Remaining Provisions Unaffected

Except as specified by this Deed, the provisions of the Principal Agreement remain in full force and effect.

9. Sale Document

This Deed is a Sale Document for the purposes of the Principal Agreement.

10. Receiver Liability

Clause 15 of the Principal Agreement shall apply mutatis mutandis in this Deed.

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Deed of Amendment and Acknowledgement

Executed and delivered as a deed in Sydney

Executed by Brown & Root Investments	)
Pty Ltd (Receivers and Managers	)
Appointed) by one of its joint and several	)
receivers and managers Martin Madden or	)
David Winterbottom:	)
	)
/S/ JONATHAN DILLON		/S/ MARTIN MADDEN
Witness		Receiver and Manager
JONATHAN DILLON		MARTIN MADDEN
Name of Witness (print)		Name of Receiver and Manager (print)
Executed by Brown & Root Investments	)
(No.1) Pty Ltd (Receivers and Managers	)
Appointed) by one of its joint and several	)
receivers and managers Martin Madden or	)
David Winterbottom:	)
	)
/S/ JONATHAN DILLON		/S/ MARTIN MADDEN
Witness		Receiver and Manager
JONATHAN DILLON		MARTIN MADDEN
Name of Witness (print)		Name of Receiver and Manager (print)
Executed by GWA Northern Pty Ltd	)
(Receivers and Managers Appointed) by	)
one of its joint and several receivers and	)
managers Martin Madden or David	)
Winterbottom:	)

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Deed of Amendment and Acknowledgement

/S/ JONATHAN DILLON		/S/ MARTIN MADDEN
Witness		Receiver and Manager
JONATHAN DILLON		MARTIN MADDEN
Name of Witness (print)		Name of Receiver and Manager (print)
Executed by ARG Sell Down No.1 Pty Ltd (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Darwin Rail No.1 Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)

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Deed of Amendment and Acknowledgement

Executed by Darwin Rail No.3 Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by John Holland AD Investments Pty Ltd (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by JH Rail Investments Pty Ltd (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )

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Deed of Amendment and Acknowledgement

/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Zelmex Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Joetel Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)

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Deed of Amendment and Acknowledgement

Executed by Macmahon Rail Investments Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Thomco (No. 2021) Pty Ltd (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by S.A.N.T (MGT-UJV) Pty Ltd (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )

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Deed of Amendment and Acknowledgement

/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by S.A.N.T (TERM-UJV) Pty Ltd (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Northern Railway Aboriginal Investment Pty Ltd (Receivers and Managers Appointed), by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) ) )

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Deed of Amendment and Acknowledgement

/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Central Railway Aboriginal Investment Pty Ltd (Receivers and Managers Appointed), by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by NAM NT Rail Pty Limited (Receivers and Managers Appointed), by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )

Page 16

Deed of Amendment and Acknowledgement

/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by SIF Railway No. 1 Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Memax Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)

Page 17

Deed of Amendment and Acknowledgement

Executed by Nortfol Pty Limited (Receivers and Managers Appointed) by one of its joint and several receivers and managers Martin Madden or David Winterbottom:	) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Asia Pacific Transport Pty Ltd (Receivers and Managers Appointed) (Subject to Deed of Company Arrangement) by one of its joint and several receivers and managers Martin Madden or Jannamaria Robertson:	) ) ) ) ) ) )
/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Executed by Freight Link Pty Ltd (Receivers and Managers Appointed) (Subject to Deed of Company Arrangement) by one of its joint and several receivers and managers Martin Madden or Jannamaria Robertson:	) ) ) ) ) )

Page 18

Deed of Amendment and Acknowledgement

/S/ JONATHAN DILLON Witness JONATHAN DILLON Name of Witness (print)		/S/ MARTIN MADDEN Receiver and Manager MARTIN MADDEN Name of Receiver and Manager (print)
Signed, Sealed and Delivered by PETER JOHN DOYLE as attorney for GWA (North) Pty Limited under power of attorney dated 16 November 2010 in the presence of	) ) )
/S/ ANNA LAU Witness ANNA LAU Name of Witness (print)		/S/ PETER JOHN DOYLE Attorney PETER J DOYLE Name of Attorney (print) By executing this deed the attorney states that the attorney has received no notice of revocation of the power of attorney
Signed for Genesee & Wyoming Inc by its Authorised Representative in the presence of	) ) )
/S/ ANNA LAU Witness ANNA LAU Name of Witness (print)		/S/ MARK W HASTINGS Authorise Representative MARK W HASTINGS Name of Authorised Representative (print)

Page 19

EX-99.1

Exhibit 99.1

Genesee & Wyoming Completes Acquisition of FreightLink in Australia

GREENWICH, Conn., December 1, 2010 /(BUSINESS WIRE) — Genesee & Wyoming Inc. (GWI) (NYSE: GWR) announced that, effective today, it has completed the acquisition of the assets of FreightLink Pty Ltd (receivers and managers appointed) (FL), Asia Pacific Transport Pty Ltd (receivers and managers appointed) (APT) and the other APT joint venture sellers (together with FL and APT, “FreightLink”) for A$332 million (US$319 million at current exchange rates), plus the assumption of debt with a carrying value of A$1.8 million (US$1.7 million at current exchange rates). In addition, GWI will incur transaction-related expenses of approximately A$24 million (US$23 million at current exchange rates) in the fourth quarter of 2010, principally related to the payment of stamp duty (an Australian asset transfer tax).

FreightLink is the owner and operator of the 1,400-mile Tarcoola to Darwin railroad, linking the Port of Darwin to the Australian interstate rail network in South Australia. The rail line is located on land leased to FreightLink by the AustralAsia Railway Corporation under a concession agreement that terminates in 2054. FreightLink commenced operations in 2004, following the A$1.2 billion construction of the Alice Springs to Darwin portion of the rail line.

Bert Easthope, managing director of Genesee & Wyoming Australia (GWA), commented, “The completion of the FreightLink acquisition heralds a new era for rail in South Australia and the Northern Territory. GWA looks forward to delivering quality service to customers in the Adelaide to Darwin corridor. The railroad is a strategic asset in the development of the mining industry in the Northern Territory and South Australia. We welcome the opportunity to support and invest in the future growth of our customers.”

FreightLink Chairman Malcolm Kinnaird AC welcomed the conclusion of the acquisition. “The construction of the railway from Alice Springs to Darwin in 2003 has delivered enormous economic benefit to the Northern Territory and South Australia,” Kinnaird said. “On behalf of the FreightLink board, I would like to congratulate Genesee & Wyoming on their acquisition of the business and wish them every success for the future.”

GWI owns and operates short line and regional freight railroads in the United States, Canada, Australia and the Netherlands. Operations currently include 63 railroads organized in nine regions, with approximately 7,400 miles of owned and leased track and approximately 2,000 additional miles under track access arrangements. GWI provides rail service at 16 ports in North America and Europe and performs contract coal loading and railcar switching for industrial customers.

SOURCE: Genesee & Wyoming Inc.

Genesee & Wyoming Inc.

Michael Williams, Director, Corporate Communications

Tel -203-629-3722

Web Site: www.gwrr.com

Australian media inquiries:

Emily Minson, Bespoke Approach +61 88 419 2888 and 0438 968 064